Xilio Therapeutics Inc 美股招股说明书（2025年6月2日版）

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 in this offering being accompanied by a Series A warrant, a Series B warrant and a Series C warrant at a combined offering priceof $, which is equal to the combined offering price of the pre-funded warrants, Series A warrants, Series B warrants and Series C warrants, less the $0.0001per share exercise price of the pre-funded warrants. Thepre-fundedwarrants, Series A warrants, Series B warrants and Series C warrants are immediatelyseparable and will be issued separately, but can only be purchased together in this offering. Eachpre-fundedwarrant will have an exercise price per share ofcommon stock equal to $0.0001 and will be immediately exercisable for one share of common stock, subject to the beneficial ownership and other limitationsdescribed in the section “Description of Securities We Are Offering.” The common stock warrants will be exercisable as described in “Description of SecuritiesWe Are Offering.” Furthermore, to the extent that specified limitations described in the section “Description of Securities We Are Offering” restrict the exerciseof the common stock warrants, the holder may choose, in lieu of receiving common stock upon exercise of a common stock warrant, to receive a pre-fundedwarrant to purchase an identical number of shares of common stock it would have received upon the exercise of its common stock warrants, except that theapplicable 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 $per share of commonstock. In addition, each Series A warrant will immediately expire in proportion to the extent that the correspondingpre-fundedwarrant held by a holder isexercised prior to December1, 2025, subject to certain exceptions described below. The Series B warrants will have an exercise price equal to $per shareof 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 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 commonstock on the Nasdaq Global Select Market was $1.07 per share. There is no established public trading market forthepre-fundedwarrantsor the common stockwarrants and we do not expect a market to develop. We do not intend to listthepre-fundedwarrantsor the common stock warrants on the Nasdaq Global SelectMarket, any other national securities exchange or any other recognized trading system. Public offering priceUnderwriting discounts and commissions (1)Subject to certain exceptions, we have agreed to pay the underwriters a commission equal to 6.0% of the aggregate gross proceeds from the sale of thesecurities in this offering. We have also agreed to pay the underwriters a warrant exercise fee in connection with the cash exercise of any warrants issuedin this offering, equal to 6.0% of the aggregate gross cash proceeds from warrant exercises, in any applicable quarter. See “Underwriting” on pageS-29ofthis prospectus supplement for additional disclosures regarding underwriting compensation and estimated offering expenses. Investing in our securities involves a high degree of risk. Before making an investment decision, please read theinformation under the heading “Risk Factors” beginning on pageS-11of this prospectus supplement and in thedocuments incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense. , 2025, which We expect to deliver thepre-fundedwarrants, Series A warrants, Series B warrants and Series C warrants to purchasers on or aboutis the third business day following the date of pricing of the warrants (such settlement being referred to as “T+3”). See “Underwriting” for details. Thepre-fundedwarrants, Series A warrants, Series B warrants and Series C warrants will be delivered to purchasers in certificated form. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTMARKET, INDUSTRY AND OTHER DATAPROSPECTUS SUMMARY PROSPECTUS ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCECAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSABOUT XILIO THERAPEUTICS, INC.RISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIES Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which