Xilio Therapeutics, Inc. filed a Form S-8 registration statement with the U.S. Securities and Exchange Commission on November 10, 2026, to register 250,000 additional shares under its Third Amended and Restated 2022 Inducement Stock Incentive Plan.

Key Highlights

  • 250,000 additional shares of the same class as previously registered securities are being registered under the 2022 Inducement Plan.
  • Plan amendment: The registration covers the Third Amended and Restated 2022 Inducement Stock Incentive Plan, as further amended by Amendment No. 1 filed with a Quarterly Report on November 10, 2026.
  • Prior registrations: The filing incorporates by reference four earlier S-8 filings related to the same plan, dated March 2, 2023; March 11, 2025; March 23, 2026; and August 12, 2026.
  • Company classification: Xilio Therapeutics is classified as a non-accelerated filer, smaller reporting company, and emerging growth company under Rule 12b-2 of the Exchange Act.
  • Signatories: The registration statement was signed by President and CEO René Russo, CFO and COO Christopher Frankenfield, Board Chair Sara M. Bonstein, and seven additional directors on November 10, 2026.

Xilio Therapeutics Expands 2022 Inducement Plan with New S-8 Filing

According to the filing, Xilio Therapeutics, Inc. (NASDAQ:XLO) submitted a Form S-8 registration statement on November 10, 2026, covering 250,000 additional securities under its Third Amended and Restated 2022 Inducement Stock Incentive Plan, as amended. The company disclosed that the shares being registered are of the same class as those covered by previously effective S-8 registration statements filed with the SEC.

The filing incorporates by reference the contents of four prior S-8 registration statements relating to the 2022 Inducement Plan: File No. 333-270240 filed March 2, 2023; File No. 333-285701 filed March 11, 2025; File No. 333-294515 filed March 23, 2026; and File No. 333-298250 filed August 12, 2026. The registrant noted that the current filing supersedes prior contents to the extent amended, and that the exhibit index governs Item 8 of this registration statement.

Among the exhibits filed, the company included an opinion of Wilmer Cutler Pickering Hale and Dorr LLP, a consent of Ernst & Young LLP as independent registered public accounting firm, and a Filing Fee Table. The plan document itself, Amendment No. 1 to the Third Amended and Restated 2022 Inducement Stock Incentive Plan, was incorporated by reference from the registrant's Quarterly Report on Form 10-Q filed with the SEC on November 10, 2026. Xilio Therapeutics is headquartered at 828 Winter Street, Suite 300, Waltham, Massachusetts 02451.

What Was Disclosed

Xilio Therapeutics filed a Form S-8 on November 10, 2026, registering 250,000 additional shares under its Third Amended and Restated 2022 Inducement Stock Incentive Plan, as amended, and incorporating by reference four prior related registration statements.