Form 8-K
8-K — Xilio Therapeutics, Inc.
Accession: 0001193125-26-157940
Filed: 2026-04-16
Period: 2026-04-15
CIK: 0001840233
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — xlo-20260416.htm (Primary)
EX-10.1 (xlo-ex10_1.htm)
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8-K
8-K (Primary)
Filename: xlo-20260416.htm · Sequence: 1
8-K
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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): April 15, 2026
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 Capital 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.
On April 15, 2026, the Board of Directors (the "Board") of Xilio Therapeutics, Inc. (the "Company"), on the recommendation of the Nominating and Corporate Governance committee of the Board, elected Cheryl R. Blanchard, Ph.D., as a Class III director of the Company, with a term expiring at the Company's 2027 annual meeting of stockholders, to serve until her successor has duly been elected and qualified or until her earlier resignation, death or removal. In connection with her election to the Board, Dr. Blanchard was appointed as chair of the Compensation Committee of the Board and as a member of the Audit Committee of the Board.
Dr. Blanchard will receive compensation for her service as a director, chair of the Compensation Committee and member of the Audit Committee in accordance with the Company's standard arrangements for non-employee directors, a copy of which is filed as Exhibit 10.1 attached hereto. Specifically, Dr. Blanchard will receive an annual cash fee of $40,000 for service as a Board member and an additional annual cash fee of $12,000 for service as chair of the Compensation Committee of the Board and $7,500 for service as a member of the Audit Committee. She will also (i) receive an initial grant of a stock option to purchase 10,000 shares of the Company’s common stock, which will vest as to one-third of the shares of common stock underlying such stock option annually on the grant date until the third anniversary of the grant date, subject to Dr. Blanchard’s continued service as a director through the applicable vesting date, and (ii) after serving on the Board for at least six months, will be eligible to receive an annual grant of a stock option to purchase 5,000 shares of the Company’s common stock on the first business day following the date of each annual meeting of stockholders, which will vest in full on the earlier of the first anniversary of the grant date or immediately prior to the first annual meeting of stockholders occurring after the grant date, subject to Dr. Blanchard’s continued service as a director through the applicable vesting date. Each such stock option will have an exercise price equal to the closing price of the Company’s common stock as reported on Nasdaq on the date of grant and will expire ten years after the grant date. Dr. Blanchard will also enter into the Company's standard indemnification agreement in the form previously approved by the Board, a copy of which is filed as Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Dr. Blanchard succeeds Christina Rossi, who notified the Company of her decision to resign from the Board and all committees thereof on April 15, 2026, effective as of such date. Ms. Rossi’s resignation did not result from any disagreement with the Company or its management.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
10.1
Amended and Restated Non-Employee Director Compensation Policy
104
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 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: April 16, 2026
By:
/s/ Caroline Hensley
Caroline Hensley
Chief Legal Officer
EX-10.1
EX-10.1
Filename: xlo-ex10_1.htm · Sequence: 2
EX-10.1
Exhibit 10.1
XILIO THERAPEUTICS, INC.
AMENDED AND RESTATED DIRECTOR COMPENSATION POLICY
Effective: April 15, 2026
The non-employee directors of Xilio Therapeutics, Inc. (the “Company”) shall receive the following compensation for their service as members of the Board of Directors (the “Board”) of the Company.
Director Compensation
Our goal is to provide compensation for our non-employee directors in a manner that enables us to attract and retain outstanding director candidates and reflects the substantial time commitment necessary to oversee the Company’s affairs. We also seek to align the interests of our directors and our stockholders, and we have chosen to do so by compensating our non-employee directors with a mix of cash and equity-based compensation.
Cash Compensation
The annual cash retainer that will be paid to each of our non-employee directors for service on the Board, and for service on each committee of the Board on which the director is then a member, and the annual cash retainer that will be paid to the chair of the Board, if one is then appointed, and the chair of each committee of the Board will be as follows:
Member Annual Fee
Additional Fee for Chair
Board of Directors
$40,000
$30,000
Audit Committee
$7,500
$7,500
Compensation Committee
$6,000
$6,000
Research & Development Committee
$6,000
$6,000
Nominating and Corporate Governance Committee
$4,000
$4,000
The foregoing annual cash retainers will be payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on our Board or the applicable committee of the Board or, if applicable, as chair of the Board or the applicable committee.
Equity Compensation
Initial Equity Awards. Upon initial election to our Board, with respect to each non-employee director, such non-employee director will be granted, automatically and without the need for any further action by the Board, an initial equity award of an option to purchase 10,000 shares of our common stock . The initial award shall have a term of ten years from the date of grant of the award, and shall vest and become exercisable as to 33.3333% of the shares
1
underlying such award on each of the first, second and third anniversaries of the date of grant of the award, subject the director’s continued service to the Company or its subsidiaries through each applicable vesting date. The vesting shall accelerate as to 100% of the shares upon a director’s death or disability or a change in control of the Company (with disability and change in control each as defined in the form of Nonstatutory Stock Option Agreement for Non-Employee Directors). The exercise price shall be the closing price of our common stock on the date of grant (provided that, for any date that is not a trading day, the exercise price shall be determined in accordance with the applicable stock incentive plan then in effect).
Annual Equity Awards. Each non-employee director who is serving as a member of our Board will be granted on the first business day following the date of each annual meeting of stockholders, automatically and without the need for any further action by the Board, an option to purchase 5,000 shares of our common stock. The annual award shall have a term of ten years from the date of the award, and shall vest on the earlier of (i) the first anniversary of the date of grant of the award and (ii) the Company’s next annual meeting of stockholders following the grant date, subject to the director’s continued service to the Company or its subsidiaries through the vesting date. The vesting shall accelerate as to 100% of the shares upon a director’s death or disability or a change in control of the Company (with disability and change in control each as defined in the form of Non-Employee Director Stock Option Agreement). The exercise price shall be the closing price of our common stock on the date of grant (provided that, for any date that is not a trading day, the exercise price shall be determined in accordance with the applicable stock incentive plan then in effect).
Adjustments to Share Amounts. The foregoing share amounts shall be automatically adjusted in the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event affecting our common stock, or any distribution to holders of our common stock other than an ordinary cash dividend.
Other Terms and Conditions. The initial awards and the annual awards shall be subject to the terms and conditions of our 2021 Stock Incentive Plan, or any successor plan (including, but not limited to, any limits on compensation payable to non-employee directors contained in the 2021 Stock Incentive Plan or any successor plan), and the terms of the option agreements entered into with each director in connection with such awards.
Expenses
Upon presentation of documentation of such expenses reasonably satisfactory to the Company, each non-employee director shall be reimbursed for his or her reasonable out-of-pocket business expenses incurred in connection with attending meetings of the Board and committees thereof or in connection with other business related to the Board, and each non-employee director shall also be reimbursed for his or her reasonable out-of-pocket business expenses authorized by the Board or a committee of the Board that are incurred in connection with attendance at various conferences or meetings with management of the Company, in accordance with the Company’s travel policy, as it may be in effect from time to time.
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