---
schema_version: "secwatch.filing_event.v1"
accession: "0001558370-24-004165"
form_type: "8-K"
ticker: "XLO"
cik: "0001840233"
company_name: "Xilio Therapeutics, Inc."
filed_at: "2024-03-28T23:59:59+00:00"
generated_at: "2026-06-04T06:37:39.442624+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Xilio licenses XTX301 to Gilead for $43.5M upfront, up to $604M total; raises $11.3M, cuts 21% workforce

## Summary
- Exclusive global license to Gilead for tumor-activated IL-12 XTX301; Xilio receives $43.5M upfront (cash + equity), potential $604M milestones and tiered royalties.
- XTX301 Phase 1 ongoing; Gilead can opt in after Phase 2 data for $75M transition fee; Xilio responsible through initial dose expansion.
- Private placement of $11.3M from existing investors at $0.64/share; prefunded warrants at $0.6399; gross proceeds ~$11.3M.
- Restructuring: cut 15 employees (21% workforce), discontinue XTX202 monotherapy, focus on XTX301 and XTX101; expects ~$1.0M one-time severance costs.
- Preliminary cash $44.7M at 12/31/23; repaid PacWest loan; cash runway into Q2 2025 with Gilead upfront and financing.

## SEC filing metadata
- accession: 0001558370-24-004165
- form_type: 8-K
- ticker: XLO
- cik: 0001840233
- company_name: Xilio Therapeutics, Inc.
- filed_at: 2024-03-28T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.02, 8.01, 2.05, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1840233/000155837024004165/0001558370-24-004165-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1840233/000155837024004165/xlo-20240327x8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001558370-24-004165
- JSON: https://secwatch.observer/filing/0001558370-24-004165.json
- Plain text: https://secwatch.observer/filing/0001558370-24-004165.txt

## Key facts
- Material Agreements
  Xilio Therapeutics, Inc. entered into License Agreement with Gilead Sciences, Inc. valued at approximately $43.5 million in upfront payments (effective 2024-03-27).
  - Action: entry
  - Agreement: license
  - Counterparty: Gilead Sciences, Inc.
  - Value: approximately $43.5 million in upfront payments
  - Effective: 2024-03-27
  source text: On March 27, 2024, Xilio Development, Inc. ("Xilio Development"), a wholly-owned subsidiary of Xilio Therapeutics, Inc. (the "Company"), entered into an exclusive license agreement (the "License Agreement") with Gilead Sciences, Inc. ("Gilead")
  evidence_url: https://www.sec.gov/Archives/edgar/data/1840233/000155837024004165/0001558370-24-004165-index.htm
- Material Agreements
  Xilio Therapeutics, Inc. entered into Stock Purchase Agreement with Gilead Sciences, Inc. valued at approximately $13.5 million (effective 2024-03-27).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Gilead Sciences, Inc.
  - Value: approximately $13.5 million
  - Effective: 2024-03-27
  source text: on March 27, 2024, the Company entered into a stock purchase agreement with Gilead (the "Stock Purchase Agreement") pursuant to which the Company agreed to initially issue and sell 6,860,223 of its shares of Common Stock to Gilead in a private placement at a purchase price of $1.97 per share for an aggregate purchase price of approximately $13.5 million
  evidence_url: https://www.sec.gov/Archives/edgar/data/1840233/000155837024004165/0001558370-24-004165-index.htm
- Material Agreements
  Xilio Therapeutics, Inc. entered into Investor Rights Agreement with Gilead Sciences, Inc. (effective 2024-03-27).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Gilead Sciences, Inc.
  - Effective: 2024-03-27
  source text: Pursuant to the terms of an investor rights agreement (the "Investor Rights Agreement") to be entered into between Gilead and the Company at the closing of the Initial Gilead Private Placement
  evidence_url: https://www.sec.gov/Archives/edgar/data/1840233/000155837024004165/0001558370-24-004165-index.htm
- Restructurings & Charges
  Xilio Therapeutics, Inc. announced a restructuring with charges of approximately $1.0 million (a reduction in headcount of 15 employees, representing approximately 21% of the Company's current workforce).
  - Type: restructuring
  - Charge: approximately $1.0 million
  - Headcount: a reduction in headcount of 15 employees, representing approximately 21% of the Company's current workforce
  source text: the Company expects to incur one-time costs of approximately $1.0 million, primarily related to cash expenditures for severance and benefits continuation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1840233/000155837024004165/0001558370-24-004165-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.