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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 1, 2024

Xilio Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

   

001-40925

   

85-1623397

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

828 Winter Street, Suite 300

Waltham, Massachusetts

   

02451

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (857) 524-2466

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):

       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

   

Trading symbol(s)

   

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

 

XLO

 

Nasdaq Global Select Market

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.

Effective January 1, 2024, the Board of Directors (the “Board”) of Xilio Therapeutics, Inc. (the “Company”) (or the Compensation Committee of the Board, as applicable) granted annual equity awards to the Company’s executive officers. René Russo, Pharm.D., the Company’s chief executive officer, president, and principal executive officer, received an award of 177,000 restricted stock units, and Kevin Brennan, the Company’s senior vice president, finance and accounting, and principal financial and accounting officer, received an award of 20,000 restricted stock units. The shares of the Company’s common stock underlying each such restricted stock unit will vest in four equal annual installments beginning on January 1, 2025, subject to such executive’s continued service to the Company or any of its subsidiaries through each applicable vesting date. The restricted stock units were granted pursuant to the Company’s 2021 Stock Incentive Plan (the “2021 Plan”) and are subject to the terms and conditions of the 2021 Plan and a restricted stock unit agreement in the form approved by the Board, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Form of Restricted Stock Unit Agreement under 2021 Stock Incentive Plan

104

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.

XILIO THERAPEUTICS, INC.

 

 

 

Date: January 3, 2024

By:

/s/ Chris Frankenfield

 

 

Chris Frankenfield

 

 

Chief Operating Officer