As filed with the Securities and Exchange Commission on March 11, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Xilio Therapeutics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 85-1623397 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| 828 Winter Street, Suite 300 Waltham, Massachusetts |
02451 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
2021 Stock Incentive Plan
2021 Employee Stock Purchase Plan
Amended and Restated 2022 Inducement Stock Incentive Plan
(Full Title of the Plan)
René Russo
President and Chief Executive Officer
Xilio Therapeutics, Inc.
828 Winter Street, Suite 300
Waltham, Massachusetts 02451
(Name and Address of Agent for Service)
(857) 524-2466
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Caroline Hensley
Chief Legal Officer
Xilio Therapeutics, Inc.
828 Winter Street, Suite 300
Waltham, Massachusetts 02451
(857) 524-2466
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
Statement of Incorporation by Reference
This Registration Statement on Form S-8, relating to the 2021 Stock Incentive Plan (the “2021 Plan”), the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), and the Amended and Restated 2022 Inducement Stock Incentive Plan (the “2022 Inducement Plan”) of Xilio Therapeutics, Inc. (the “Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of (i) the Registration Statement on Form S-8 (File No. 333-260460) filed with the Securities and Exchange Commission (“SEC”) on October 25, 2021 by the Registrant relating to the 2021 Plan and the 2021 ESPP, (ii) the Registration Statement on Form S-8 (File No. 333-263178) filed with the SEC on March 1, 2022 by the Registrant relating to the 2021 Plan and the 2021 ESPP, (iii) the Registration Statement on Form S-8 (File No. 333-270240) filed with the SEC on March 2, 2023 by the Registrant relating to the 2021 Plan, the 2021 ESPP, and the 2022 Inducement Plan, and (iv) the Registration Statement on Form S-8 (File No. 333-278427) filed with the SEC on April 1, 2024 by the Registrant relating to the 2021 Plan and the 2021 ESPP, except, in each case, to the extent amended or superseded by the contents hereof and for “Item 8. Exhibits” with respect to which the exhibit index set forth below is incorporated herein by reference.
| Item 8. | Exhibits. |
The following exhibits are incorporated herein by reference:
| * | Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts on this 11th day of March, 2025.
| XILIO THERAPEUTICS, INC. | ||
| By: | /s/ René Russo | |
| René Russo | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Xilio Therapeutics, Inc., hereby severally constitute and appoint René Russo and Caroline Hensley, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Xilio Therapeutics, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ René Russo René Russo |
President and Chief Executive Officer, Director (Principal Executive Officer) |
March 11, 2025 | ||
| /s/ Christopher Frankenfield Christopher Frankenfield |
Chief Financial Officer and Chief Operating Officer (Principal Financial Officer) |
March 11, 2025 | ||
| /s/ Kevin Brennan Kevin Brennan |
Senior Vice President, Finance and Accounting (Principal Accounting Officer) |
March 11, 2025 | ||
| /s/ Paul J. Clancy Paul J. Clancy |
Chair of the Board of Directors | March 11, 2025 | ||
| /s/ Sara M. Bonstein Sara M. Bonstein |
Director | March 11, 2025 | ||
| /s/ Aoife Brennan Aoife Brennan |
Director | March 11, 2025 | ||
| /s/ Daniel Curran Daniel Curran |
Director | March 11, 2025 | ||
| /s/ Robert Ross Robert Ross |
Director | March 11, 2025 | ||
| /s/ Christina Rossi Christina Rossi |
Director | March 11, 2025 | ||
| /s/ James Shannon James Shannon |
Director | March 11, 2025 | ||
| /s/ Yuan Xu Yuan Xu |
Director | March 11, 2025 | ||