Xilio Therapeutics, Inc.
For the period ended Dec 31, 2025. Filed Mar 23, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 23, 2026
XLO$8.53-5.2%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
(1)
Financial Statements
The following documents are included on pages set forth in Part II, Item 8 of this Annual Report on Form 10-K and are filed as part of this Annual Report on Form 10-K.
Index to Consolidated Financial Statements
| Report of Independent Registered Public Accounting Firm (PCAOB ID 42) | F-2 |
|---|---|
| Consolidated Balance Sheets | F-3 |
| Consolidated Statements of Operations and Comprehensive Loss | F-4 |
| Consolidated Statements of Stockholders’ Equity | F-5 |
| Consolidated Statements of Cash Flows | F-6 |
| Notes to Consolidated Financial Statements | F-7 |
(2)
Financial Statement Schedules
All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.
(3)
Exhibits
The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
EXHIBIT INDEX
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description of Exhibit | Form | File No. | Exhibit Number | Filing Date |
| 3.1 · Restated Certificate of Incorporation of the Registrant, as amended · * | |||||
| 3.2 | Second Amended and Restated Bylaws of the Registrant | 8-K | 001-40925 | 3.1 | April 3, 2023 |
| 4.1 | Form of March 2024 Prefunded Warrant | 8-K | 001-40925 | 4.1 | March 28, 2024 |
| 4.2 | Form of June 2025 Prefunded Warrant | 8-K | 001-40925 | 4.1 | June 3, 2025 |
| 4.3 | Form of Series A, Series B and Series C Warrant Agreement | 8-K | 001-40925 | 4.2 | June 3, 2025 |
| 4.4 | Description of the Registrant’s securities registered pursuant to Section 12 of the Securities and Exchange Act of 1934, as amended | * | |||
| 10.1 | 2020 Stock Incentive Plan, as amended | S-1 | 333-259973 | 10.2 | October 1, 2021 |
| 10.2 | Form of Stock Option Agreement under 2020 Stock Incentive Plan | S-1 | 333-259973 | 10.3 | October 1, 2021 |
| 10.3 | Form of Restricted Stock Agreement under 2020 Stock Incentive Plan | S-1 | 333-259973 | 10.4 | October 1, 2021 |
| 10.4 | 2021 Stock Incentive Plan | S-1 | 333-259973 | 10.5 | October 18, 2021 |
| 10.5 | Form of Stock Option Agreement under the 2021 Stock Incentive Plan | S-1 | 333-259973 | 10.6 | October 18, 2021 |
| 10.6 | Form of Non-Employee Director Stock Option Agreement under the 2021 Stock Incentive Plan | S-1 | 333-259973 | 10.7 | October 18, 2021 |
| 10.7 | Form of Restricted Stock Unit Agreement under the 2021 Stock Incentive Plan | 8-K | 001-40925 | 10.1 | January 3, 2024 |
| 10.8 | 2021 Employee Stock Purchase Plan | S-1 | 333-259973 | 10.8 | October 18, 2021 |
| 10.9 · Second Amended and Restated 2022 Inducement Stock Incentive Plan · * | |||||
|---|---|---|---|---|---|
| 10.10 | Form of Stock Option Agreement under the 2022 Inducement Stock Incentive Plan | 10-K | 001-40925 | 10.9 | March 2, 2023 |
| 10.11 | Form of Restricted Stock Unit Agreement under the 2022 Inducement Stock Incentive Plan | 10-K | 001-40925 | 10.10 | March 2, 2023 |
| 10.12 | 2025 Stock Incentive Plan | DEF 14A | 001-40925 | Appendix A | October 20, 2025 |
| 10.13 | Form of Tranche 1 Stock Option Agreement under the 2025 Stock Incentive Plan | * | |||
| 10.14 | Form of Performance Options Stock Option Agreement under the 2025 Stock Incentive Plan | * | |||
| 10.15# | Amended and Restated Employment Agreement, dated January 1, 2026, by and between the Registrant and René Russo | * | |||
| 10.16# | Third Amended and Restated Employment Agreement, dated August 3, 2024, by and between the Registrant and Christopher Frankenfield | 10-Q | 001-40925 | 10.2 | August 8, 2024 |
| 10.17# | Employment Agreement, dated September 5, 2023, by and between the Registrant and Kevin Brennan | 8-K | 001-40925 | 10.1 | September 5, 2023 |
| 10.18# | Employment Agreement, dated September 5, 2023, by and between the Registrant and Katarina Luptakova, M.D. | 10-K | 001-40925 | 10.18 | April 1, 2024 |
| 10.19 | Form of Indemnification Agreement between the Registrant and each of its Executive Officers and Directors | S-1 | 333-259973 | 10.20 | October 1, 2021 |
| 10.20 | Amended and Restated Non-Employee Director Compensation Policy | * | |||
| 10.21† | Amended and Restated Exclusive License Agreement, dated as of August 16, 2016, by and between the Registrant and City of Hope | S-1 | 333-259973 | 10.12 | October 1, 2021 |
| 10.22† | License Agreement, dated as of September 26, 2016, as amended, by and between the Registrant and WuXi Biologics (Hong Kong) Limited | S-1 | 333-259973 | 10.13 | October 1, 2021 |
| 10.23 | Lease, dated as of August 26, 2019, by and between the Registrant and PPF OFF 828-830 Winter Street, LLC | S-1 | 333-259973 | 10.14 | October 1, 2021 |
| 10.24 | Registration Rights Agreement, dated March 28, 2024, among the Registrant and the persons party thereto | 8-K | 001-40925 | 10.2 | March 28, 2024 |
| 10.25† | License Agreement, dated March 27, 2024, between Xilio Development, Inc. and Gilead Sciences, Inc. | 10-Q | 001-40925 | 10.1 | May 14, 2024 |
| 10.26† | Investor Rights Agreement, dated March 27, 2024, between the Registrant and Gilead Sciences, Inc. | 10-Q | 001-40925 | 10.3 | May 14, 2024 |
| 10.27† | Collaboration, License and Option Agreement, dated February 10, 2025, between Xilio Development, Inc. and AbbVie Group Holdings Limited | 10-Q | 001-40925 | 10.1 | May 8, 2025 |
| 10.28† | Investor Rights Agreement, dated February 10, 2025, between the Registrant and AbbVie Inc. | 10-Q | 001-40925 | 10.3 | May 8, 2025 |
| 19 | Insider Trading Policy | * | |||
| 21.1 | Subsidiaries of the Registrant | 10-K | 001-40925 | 21.1 | April 1, 2024 |
| 23.1 | Consent of Ernst & Young LLP, independent registered public accounting firm | * | |||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | * | |||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | * | |||
| 32.1+ | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as | * | |||
| 97# | Executive Compensation Clawback Policy | 10-K | 001-40925 | 97 | April 1, 2024 |
| 101.INS | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | * | |||
| 101.SCH | Inline XBRL Taxonomy Extension Calculation Linkbase Document | * | |||
| 101.CAL | Inline XBRL Taxonomy Extension Definition Linkbase Document | * | |||
| 101.DEF | Inline XBRL Taxonomy Extension Label Linkbase Document | * | |||
| 101.LAB | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * | |||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | ||||
- Filed herewith.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.