MARKET WIRE NEWS

Xilio Therapeutics Announces Pricing of Underwritten Offering

MWN-AI** Summary

On February 11, 2026, Xilio Therapeutics, Inc. (Nasdaq: XLO), a clinical-stage biotechnology firm focused on developing masked immuno-oncology therapies, announced the pricing of an underwritten offering involving pre-funded warrants to purchase 74,780,300 shares of common stock at $0.5349 per share. Each pre-funded warrant grants immediate exercisability for one share at a nominal price of $0.0001, with no expiration on the exercise period. The offering is anticipated to conclude around February 13, 2026, pending standard closing conditions.

This financing initiative is expected to yield approximately $40 million in gross proceeds before accounting for underwriter fees and other related expenses. The funds raised will be allocated to advancing Xilio’s product candidates, supporting working capital requirements, and addressing general corporate needs. The offering is underpinned by significant stakeholder involvement, including notable contributions from Coastlands Capital, Gilead Sciences, OrbiMed, and Perceptive Advisors, among others. Leerink Partners is serving as the sole bookrunner for the offering.

Xilio leverages its proprietary masking technology to refine a pipeline of novel immuno-oncology molecules, which are engineered to enhance therapeutic efficacy while mitigating systemic side effects common with existing treatments. The issuance is part of an effective shelf registration statement (File No. 333-285703) that was initially filed and later amended with the SEC in 2025.

Investors and interested parties wishing to obtain further details on the offering are encouraged to refer to the final prospectus supplement expected to be filed with the SEC. However, this announced offering does not constitute an offer or solicitation in jurisdictions where such actions would be unlawful prior to proper registration or qualification under applicable securities laws.

MWN-AI** Analysis

Xilio Therapeutics, Inc. (Nasdaq: XLO) has recently announced a significant underwritten offering of pre-funded warrants, priced at $0.5349 each, for an impressive total of approximately $40 million. This move, led by existing investor Coastlands Capital and supported by other institutional players like Gilead Sciences and Perceptive Advisors, reflects growing confidence in Xilio's masked immuno-oncology (I-O) therapy pipeline.

For current and prospective investors, the underwritten offering could present both opportunities and risks. With a clinical-stage status, Xilio is in a high-risk sector; however, the innovative approach to localized tumor treatment could set it apart in the crowded biotech landscape. The capital raised is earmarked for advancing product candidates and bolstering working capital, which suggests that Xilio is focused on delivering value and potentially accelerating its clinical trials.

Investors should consider the timing of this offering in relation to Xilio’s broader financial strategy and clinical milestones. The fact that this offering is being made under an effective shelf registration indicates a proactive approach to financing, yet it may also signal the company’s need for liquidity in a competitive environment. As the offering’s net proceeds are likely aimed at advancing their therapeutic candidates, success in clinical trials and subsequent FDA approvals will be vital for driving shareholder value.

While the current pricing reflects a discount, investors must gauge the inherent risk associated with early-stage biotech investments. Monitoring the company’s progress in upcoming preclinical and clinical trials, along with quarterly financial results and any partnership announcements, will be crucial in determining the stock’s future trajectory. Given the volatility common in biotech stocks, a cautious, well-researched investment approach is advisable for those looking to engage with Xilio Therapeutics.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: GlobeNewswire

WALTHAM, Mass., Feb. 11, 2026 (GLOBE NEWSWIRE) -- Xilio Therapeutics, Inc. (Nasdaq: XLO), a clinical-stage biotechnology company discovering and developing masked immuno-oncology therapies for people living with cancer, today announced the pricing of an underwritten offering of pre-funded warrants to purchase 74,780,300 shares of common stock at a price to investors of $0.5349 per pre-funded warrant (the “pre-funded warrants”). Each pre-funded warrant is exercisable for one share of common stock at an exercise price of $0.0001 per share. The pre-funded warrants will be exercisable immediately and will be exercisable until all of the pre-funded warrants are exercised in full. The offering is expected to close on or about February 13, 2026, subject to satisfaction of customary closing conditions. All of the pre-funded warrants are being offered by Xilio.

The gross proceeds from the offering are expected to be approximately $40.0 million before deducting underwriting discounts and commissions and offering expenses. The pre-funded warrants may be exercised for cash or on a net exercise or “cashless” basis. Xilio intends to use the net proceeds received from the offering to advance the development of its product candidates and for working capital requirements and other general corporate purposes.

The financing was led by existing investor Coastlands Capital and included participation from Gilead Sciences, Inc., OrbiMed, Perceptive Advisors, and other new and existing institutional investors.

Leerink Partners is acting as the sole bookrunner for the offering.

The offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-285703), as amended, initially filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2025, and declared effective on May 8, 2025. The final prospectus supplement relating to the offering will be filed with the SEC. When available, copies of the final prospectus supplement relating to the offering may also be obtained by contacting Leerink Partners LLC, Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, or by telephone at (800) 808-7525 ext. 6105, or by email at syndicate@leerink.com.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy these securities, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Xilio Therapeutics

Xilio Therapeutics is a clinical-stage biotechnology company discovering and developing masked immuno-oncology (I-O) therapies with the goal of significantly improving outcomes for people living with cancer without the systemic side effects of current I-O treatments. The company is leveraging its proprietary masking technology to advance a pipeline of novel, masked I-O molecules that are designed to optimize the therapeutic index by localizing anti-tumor activity within the tumor microenvironment.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding the anticipated use of proceeds of the offering, satisfaction of customary closing conditions relating to the offering and the expected closing of the offering. The words “aim,” “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “seek,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this press release are based on management’s current expectations and beliefs and are subject to a number of important risks, uncertainties and other factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release, including, without limitation, the satisfaction of customary closing conditions related to the offering. These and other risks and uncertainties are described in greater detail in the sections entitled “Risk Factor Summary” and “Risk Factors” in Xilio’s filings with the SEC, including Xilio’s most recent Quarterly Report on Form 10-Q and any other filings that Xilio has made or may make with the SEC in the future. Any forward-looking statements contained in this press release represent Xilio’s views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date. Except as required by law, Xilio explicitly disclaims any obligation to update any forward-looking statements.

Investor Contact?
Alex Lobo, Precision AQ
alex.lobo@precisionaq.com

Media Contact?
Josie Butler, 1AB
josie@1abmedia.com


FAQ**

What specific product candidates does Xilio Therapeutics Inc. (XLO) plan to advance with the $40 million gross proceeds from the recent offering of pre-funded warrants?

Xilio Therapeutics Inc. (XLO) plans to advance its clinical development of the product candidates XTX101 and XTX202 with the $40 million gross proceeds from the recent offering of pre-funded warrants.

How does Xilio Therapeutics Inc. (XLO) intend to leverage its proprietary masking technology to differentiate its immuno-oncology therapies from existing treatments in the market?

Xilio Therapeutics Inc. (XLO) aims to leverage its proprietary masking technology to enhance the efficacy and safety of its immuno-oncology therapies by selectively activating treatments within the tumor microenvironment, thereby reducing systemic toxicity compared to existing therapies.

What are the anticipated risks and uncertainties that Xilio Therapeutics Inc. (XLO) faces in executing its plans following this new funding round?

Xilio Therapeutics Inc. (XLO) faces risks including regulatory hurdles, clinical trial delays, competition in the biotech field, reliance on successful drug development, market acceptance of their therapies, and potential funding challenges in future stages.

Can you provide insights into the participation of existing investors like Coastlands Capital and Gilead Sciences in this offering and what it means for the future of Xilio Therapeutics Inc. (XLO)?

Coastlands Capital and Gilead Sciences' participation in Xilio Therapeutics Inc.'s offering signals strong confidence in the company's potential, suggesting that their backing could bolster future growth and innovation in its therapeutic developments.

**MWN-AI FAQ is based on asking OpenAI questions about Xilio Therapeutics Inc. (NASDAQ: XLO).

Xilio Therapeutics Inc.

NASDAQ: XLO

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