Xilio Therapeutics, Inc., a clinical-stage biotechnology company discovering and developing tumor-activated immuno-oncology therapies for people living with cancer, announced on March 28, 2024, that it entered into an exclusive license agreement with Gilead Sciences, Inc. (Gilead) for Xilio’s tumor-activated IL-12 program. In connection with the execution of the license agreement, Xilio entered into a stock purchase agreement with Gilead pursuant to which Xilio agreed to initially issue and sell 6,860,223 shares of its common stock to Gilead in a private placement at a purchase price of $1.97 per share, for an aggregate purchase price of approximately $13.5 million.

Xilio concurrently announced that it entered into a securities purchase agreement with certain existing accredited investors, to issue and sell an aggregate of 1,953,125 shares of its common stock at a price of $0.64 per share and prefunded warrants to purchase up to an aggregate of 15,627,441 shares of its common stock at a purchase price of $0.6399 per prefunded warrant share, through a private investment in public equity (PIPE) financing. The prefunded warrants have an exercise price of $0.0001 per share of common stock, be immediately exercisable and remain exercisable until exercised in full. Xilio anticipates receiving aggregate gross proceeds from the private placement of approximately $11.3 million, before deducting placement agent fees and expenses payable by the company.

The WilmerHale representing Xilio in the equity investment by Gilead and private placement equity financing was led by Cynthia Mazareas, Molly Fox, Ryan Brewer, Matt Kosior, Milan Kumar and Giuliana Green, with assistance from Julie Hogan Rodgers, Bruce Manheim, Heidi Treiber and Mark Devine.