Xilio Therapeutics Inc美国招股说明书(2025年6月3日版本)

Pre-FundedWarrants to Purchase 66,676,000Shares of Common StockSeries A Warrants to Purchase 66,676,000Shares of Common Stock (or Pre-Funded Warrants)Series B Warrants to Purchase 66,676,000Shares of Common Stock (or Pre-Funded Warrants)Series C Warrants to Purchase 66,676,000Shares of Common Stock (or Pre-Funded Warrants) We are offeringpre-fundedwarrants to purchase 66,676,000shares of our common stock, par value $0.0001 per share (“common stock” and such warrants, the“pre-fundedwarrants”), accompanied by Series A warrants to purchase an aggregate of 66,676,000 shares of our common stock (or, in certain circumstances, pre-funded warrants) (the “Series Awarrants”), Series B warrants to purchase an aggregate of 66,676,000shares of our common stock (or, in certain circumstances, pre-funded warrants) (the “Series B warrants”) and Series Cwarrants to purchase an aggregate of 66,676,000shares of our common stock (or, in certain circumstances, pre-funded warrants) (the “Series C warrants” and, together with the Series Awarrants and Series B warrants, the “common stock warrants”). Thepre-fundedwarrants will be sold in a fixed combination with the Series A warrants, the Series B warrants and the Series C warrants, with eachpre-fundedwarrant that we sell inthis offering being accompanied by a Series A warrant, a Series B warrant and a Series C warrant at a combined offering price of $0.7499, which is equal to the combined offering price of thepre-funded warrants, Series A warrants, Series B warrants and Series C warrants, less the $0.0001 per share exercise price of the pre-funded warrants. Thepre-fundedwarrants, Series Awarrants, Series B warrants and Series C warrants are immediately separable and will be issued separately, but can only be purchased together in this offering. Eachpre-fundedwarrant willhave an exercise price per share of common stock equal to $0.0001 and will be immediately exercisable for one share of common stock, subject to the beneficial ownership and otherlimitations described in the section “Description of Securities We Are Offering.” The common stock warrants will be exercisable as described in “Description of Securities We Are Offering.”Furthermore, to the extent that specified limitations described in the section “Description of Securities We Are Offering” restrict the exercise of the common stock warrants, the holder maychoose, in lieu of receiving common stock upon exercise of a common stock warrant, to receive a pre-funded warrant to purchase an identical number of shares of common stock it wouldhave received upon the exercise of its common stock warrants, except that the applicable exercise price shall instead be the exercise price less $0.0001 per share, and the resulting issued pre-funded warrant shall have an exercise price of $0.0001 per share. The Series A warrants will expire five years from the date of issuance and will have an exercise price equal to $0.75 per shareof common stock. In addition, each Series A warrant will immediately expire in proportion to the extent that the correspondingpre-fundedwarrant held by a holder is exercised prior toDecember1, 2025, subject to certain exceptions described below. The Series B warrants will have an exercise price equal to $0.75 per share of common stock and will expire on December2,2025, subject to certain extensions described below. The Series C warrants will have an exercise price equal to $0.75per share of common stock and will expire on December2, 2026, subject Our common stock is listed on the Nasdaq Global Select Market under the symbol “XLO”. OnMay 30, 2025, the last reported sale price of our common stock on the Nasdaq GlobalSelect Market was $1.07 per share. There is no established public trading market forthepre-fundedwarrantsor the common stock warrants and we do not expect a market to develop. We donot intend to listthepre-fundedwarrantsor the common stock warrants on the Nasdaq Global Select Market, any other national securities exchange or any other recognized trading system. (1)We have agreed to pay the underwriter a commission equal to 6.0% of the aggregate gross proceeds from the sale of the securities in this offering. We have also agreed to pay theunderwriter a warrant exercise fee in connection with the cash exercise of any warrants issued in this offering, equal to 6.0% of the aggregate gross cash proceeds from warrantexercises, in any applicable quarter. See “Underwriting” on pageS-29of this prospectus supplement for additional disclosures regarding underwriting compensation and estimated Investing in our securities involves a high degree of risk. Before making an investment decision, please read the information under theheading “Risk Factors” beginning on pageS-11of this prospectus supplement and in the documents incorporated by reference into thisprospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or pass