Xilio Therapeutics, Inc 8-K, filed Nov 25, 2025
Xilio Therapeutics, Inc. (XLO)
About this 8-K
Xilio Therapeutics, Inc filed this 8-K on November 25, 2025, reporting on events of November 21, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
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Registrant’s telephone number, including area code:
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the special meeting of stockholders of Xilio Therapeutics, Inc. (the “Company”) held on November 21, 2025 (the “Special Meeting”), the Company’s stockholders approved the Xilio Therapeutics, Inc. 2025 Stock Incentive Plan (the “2025 Plan”), which had previously been adopted by the Company’s Board of Directors subject to stockholder approval.
The description of the 2025 Plan contained on pages 19 to 33 of the Company’s Definitive Proxy Statement for the Special Meeting, filed with the Securities and Exchange Commission on October 20, 2025, is incorporated herein by reference. A complete copy of the 2025 Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In addition, at the Special Meeting, the Company's stockholders approved a one-time repricing of certain outstanding employee stock options. Following the receipt of stockholder approval, the repricing was implemented by the Company after market close on November 21, 2025. The table below sets forth information regarding the stock options held by certain of the Company's executive officers that were subject to the repricing.
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Name and Position |
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Number of |
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Weighted- |
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Weighted- |
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René Russo, Pharm.D. President and Chief Executive Officer |
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2,198,212 |
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$ |
5.76 |
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6.6 |
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Christopher Frankenfield Chief Financial and Operating Officer |
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848,172 |
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$ |
4.67 |
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7.1 |
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Katarina Luptakova, M.D. Chief Medical Officer |
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225,210 |
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$ |
4.10 |
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7.4 |
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Pursuant to the repricing, the exercise price of the foregoing stock options was reduced to $1.50 per share. If a repriced stock option is exercised prior to the 12-month anniversary of the repricing date, then the original exercise price applicable to the stock option – rather than the new exercise price – must be paid by the option holder, except in the case of the death or disability of the option holder or a change in control of the Company.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 21, 2025, the Company held the Special Meeting. The following is a summary of the matters voted on at that meeting and the results of the votes on such matters..
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Votes For |
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Votes Against |
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Votes Abstaining |
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Broker Non-Votes |
31,600,793 |
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1,690,846 |
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144,025 |
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0 |
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Votes For |
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Votes Against |
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Votes Abstaining |
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Broker Non-Votes |
30,542,811 |
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2,876,155 |
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16,698 |
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0 |
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Votes For |
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Votes Against |
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Votes Abstaining |
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Broker Non-Votes |
30,757,060 |
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2,635,979 |
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42,625 |
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0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document and incorporated as Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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XILIO THERAPEUTICS, INC. |
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Date: November 25, 2025 |
By: |
/s/ Caroline Hensley |
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Caroline Hensley |
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Chief Legal Officer |