SEC Form SC 13G/A filed by Xilio Therapeutics Inc. (Amendment)

2/6/24 4:04:53 PM ET

$XLO

Biotechnology: Pharmaceutical Preparations

Health Care

Get the next $XLO alert in real time by email

SC 13G/A 1 j21244sc13ga2.htm AMENDMENT NO. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

XILIO THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

	98422T100
	(CUSIP Number)

01/02/2024
(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	x	Rule 13d-1(b)

	¨	Rule 13d-1(c)

	¨	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 98422T100
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) OCTAGON CAPITAL ADVISORS LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)	(a)¨ (b)¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON (see instructions) IA, PN

CUSIP No. 98422T100
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) OCTAGON INVESTMENTS MASTER FUND LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)	(a)¨ (b)¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS

NUMBER OF

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON (see instructions) OO, PN

CUSIP No. 98422T100
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TING JIA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)	(a)¨ (b)¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York

NUMBER OF

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON (see instructions) IN, HC

Item 1(a).	Name of Issuer:

	XILIO THERAPEUTICS, INC.

Item 1(b).	Address of Issuer’s Principal Executive Offices:

	828 Winter Street Suite 300, Waltham, MA 02451

Item 2(a).	Name of Person Filing:

	This statement is being jointly filed by: • Octagon Capital Advisors LP, a Delaware limited partnership, (“Octagon”) • Octagon Investments Master Fund LP, an exempted limited partnership established in the Cayman Islands ("Master Fund") • Ting Jia, as the principal beneficial owner of Octagon (“Mr. Jia”). Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Octagon serves as the investment manager of the Master Fund. Mr. Jia is the managing member of Octagon. By virtue of these relationships, each of Octagon and Mr. Jia may be deemed to beneficially own the Issuer’s Common Shares directly owned by the Master Fund.

Item 2(b).	Address of Principal Business Office or, if none, Residence:

	645 Madison Avenue 21^st Floor, New York, NY 10065

Item 2(c).	Citizenship:

	USA

Item 2(d).	Title of Class of Securities:

	Common Stock, $0.0001 Par Value (“Common Shares” or “Shares”)

Item 2(e).	CUSIP Number: 98422T100

Item 3.	If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	¨	Broker or dealer registered under Section 15 of the Act;
	(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
	(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
	(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
	(e)	x	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	x	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
	(j)	¨	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.	Ownership.
	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount Beneficially Owned:		0;
	(b)	Percent of Class:		0%
		The percentage reported on this Schedule 13G, 0%, based on 27,542,000 shares of common stock outstanding as of November 7, 2023, as reported in the Form 10-Q filed by the issuer on November 9, 2023.
	(c)	Number of shares as to which such person has:
		(i)	sole power to vote or to direct the vote:
		(ii)	shared power to vote or to direct the vote:	0
		(iii)	sole power to dispose or to direct the disposition of:
		(iv)	shared power to dispose or to direct the disposition of:	0

Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Octagon is the investment advisor to the Master Fund and other accounts. Mr. Jia is the control person of Octagon. The Master Fund holds the Stock for the benefit of its investors, and the Master Fund and Octagon, for the benefit of its investors have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

	Not applicable.

Item 8.	Identification and Classification of Members of the Group.

	Not applicable.

Item 9.	Notice of Dissolution of Group.

	Not applicable.

Item 10.	Certification.

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect for the time being.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	02/06/2024
	Date

	/s/ Ting Jia
	Signature

	Ting Jia/ Managing Member
	Name/Title

Get the next $XLO alert in real time by email

Date

Price Target

Rating

Analyst

12/21/2022

$7.00

Buy

Chardan Capital Markets

1/10/2022

$36.00

Buy

HC Wainwright & Co.

11/16/2021

$40.00

Buy

Guggenheim

11/16/2021

$31.00

Outperform

Raymond James

11/16/2021

Outperform

Cowen & Co.

11/16/2021

$32.00

Overweight

Morgan Stanley

SEC Form SC 13G/A filed by Xilio Therapeutics Inc. (Amendment)

2/6/24 4:04:53 PM ET

$XLO

Biotechnology: Pharmaceutical Preparations

Health Care

Get the next $XLO alert in real time by email

SC 13G/A 1 j21244sc13ga2.htm AMENDMENT NO. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

XILIO THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

	98422T100
	(CUSIP Number)

01/02/2024
(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	x	Rule 13d-1(b)

	¨	Rule 13d-1(c)

	¨	Rule 13d-1(d)

CUSIP No. 98422T100
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) OCTAGON CAPITAL ADVISORS LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)	(a)¨ (b)¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON (see instructions) IA, PN

CUSIP No. 98422T100
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) OCTAGON INVESTMENTS MASTER FUND LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)	(a)¨ (b)¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS

NUMBER OF

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON (see instructions) OO, PN

CUSIP No. 98422T100
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TING JIA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)	(a)¨ (b)¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York

NUMBER OF

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON (see instructions) IN, HC

Item 1(a).	Name of Issuer:

	XILIO THERAPEUTICS, INC.

Item 1(b).	Address of Issuer’s Principal Executive Offices:

	828 Winter Street Suite 300, Waltham, MA 02451

Item 2(a).	Name of Person Filing:

	This statement is being jointly filed by: • Octagon Capital Advisors LP, a Delaware limited partnership, (“Octagon”) • Octagon Investments Master Fund LP, an exempted limited partnership established in the Cayman Islands ("Master Fund") • Ting Jia, as the principal beneficial owner of Octagon (“Mr. Jia”). Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Octagon serves as the investment manager of the Master Fund. Mr. Jia is the managing member of Octagon. By virtue of these relationships, each of Octagon and Mr. Jia may be deemed to beneficially own the Issuer’s Common Shares directly owned by the Master Fund.

Item 2(b).	Address of Principal Business Office or, if none, Residence:

	645 Madison Avenue 21^st Floor, New York, NY 10065

Item 2(c).	Citizenship:

	USA

Item 2(d).	Title of Class of Securities:

	Common Stock, $0.0001 Par Value (“Common Shares” or “Shares”)

Item 2(e).	CUSIP Number: 98422T100

Item 3.	If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	¨	Broker or dealer registered under Section 15 of the Act;
	(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
	(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
	(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
	(e)	x	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	x	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
	(j)	¨	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.	Ownership.
	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount Beneficially Owned:		0;
	(b)	Percent of Class:		0%
		The percentage reported on this Schedule 13G, 0%, based on 27,542,000 shares of common stock outstanding as of November 7, 2023, as reported in the Form 10-Q filed by the issuer on November 9, 2023.
	(c)	Number of shares as to which such person has:
		(i)	sole power to vote or to direct the vote:
		(ii)	shared power to vote or to direct the vote:	0
		(iii)	sole power to dispose or to direct the disposition of:
		(iv)	shared power to dispose or to direct the disposition of:	0

Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Octagon is the investment advisor to the Master Fund and other accounts. Mr. Jia is the control person of Octagon. The Master Fund holds the Stock for the benefit of its investors, and the Master Fund and Octagon, for the benefit of its investors have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

	Not applicable.

Item 8.	Identification and Classification of Members of the Group.

	Not applicable.

Item 9.	Notice of Dissolution of Group.

	Not applicable.

Item 10.	Certification.

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect for the time being.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	02/06/2024
	Date

	/s/ Ting Jia
	Signature

	Ting Jia/ Managing Member
	Name/Title

Get the next $XLO alert in real time by email

Date

Price Target

Rating

Analyst

12/21/2022

$7.00

Buy

Chardan Capital Markets

1/10/2022

$36.00

Buy

HC Wainwright & Co.

11/16/2021

$40.00

Buy

Guggenheim

11/16/2021

$31.00

Outperform

Raymond James

11/16/2021

Outperform

Cowen & Co.

11/16/2021

$32.00

Overweight

Morgan Stanley

SEC Form SC 13G/A filed by Xilio Therapeutics Inc. (Amendment)

Crush Q3 2025 with the Best AI Executive Assistant

Recent Analyst Ratings for $XLO

SEC Form SC 13G/A filed by Xilio Therapeutics Inc. (Amendment)

Crush Q3 2025 with the Best AI Executive Assistant

Recent Analyst Ratings for $XLO

$XLO SEC Filings

SEC Form SCHEDULE 13G filed by Xilio Therapeutics Inc.

Xilio Therapeutics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

Xilio Therapeutics Inc. filed SEC Form 8-K: Leadership Update

$XLO Insider Purchases

Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

Director Shannon James Samuel bought $48,085 worth of shares (70,000 units at $0.69) (SEC Form 4)

PRESIDENT AND CEO Russo Rene bought $24,680 worth of shares (36,289 units at $0.68), increasing direct ownership by 15% to 281,172 units (SEC Form 4)

Large owner Gilead Sciences, Inc. bought $1,830,377 worth of shares (1,759,978 units at $1.04), increasing direct ownership by 24% to 9,105,451 units (SEC Form 4)

$XLO Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

Chardan Capital Markets initiated coverage on Xilio Therapeutics with a new price target

HC Wainwright & Co. initiated coverage on Xilio Therapeutics with a new price target

Guggenheim initiated coverage on Xilio Therapeutics with a new price target

$XLO Press Releases

Fastest customizable press release news feed in the world

Xilio Therapeutics Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Xilio Therapeutics Appoints Akintunde Bello, Ph.D., to its Board of Directors

Xilio Therapeutics Announces Closing of $50.0 Million Public Offering

$XLO Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

Director Shannon James Samuel bought $48,085 worth of shares (70,000 units at $0.69) (SEC Form 4)

PRESIDENT AND CEO Russo Rene bought $24,680 worth of shares (36,289 units at $0.68), increasing direct ownership by 15% to 281,172 units (SEC Form 4)

Amendment: SEC Form 4 filed by PRESIDENT AND CEO Russo Rene

$XLO Financials

Live finance-specific insights

Xilio Therapeutics Announces Multiple Masked T Cell Engager Programs

AbbVie and Xilio Therapeutics Announce Collaboration and Option Agreement to Develop Novel Tumor-Activated Immunotherapies

AbbVie and Xilio Therapeutics Announce Collaboration and Option Agreement to Develop Novel Tumor-Activated Immunotherapies

$XLO Leadership Updates

Live Leadership Updates

Xilio Therapeutics Appoints Akintunde Bello, Ph.D., to its Board of Directors

Xilio Therapeutics Announces Pipeline and Business Updates and Fourth Quarter and Full Year 2024 Financial Results

Xilio Therapeutics Appoints Caroline Hensley as Chief Legal Officer

$XLO Large Ownership Changes

This live feed shows all institutional transactions in real time.

Amendment: SEC Form SC 13G/A filed by Xilio Therapeutics Inc.

Amendment: SEC Form SC 13G/A filed by Xilio Therapeutics Inc.

Amendment: SEC Form SC 13G/A filed by Xilio Therapeutics Inc.

Recent Analyst Ratings for
$XLO

Recent Analyst Ratings for
$XLO

$XLO
SEC Filings

$XLO
Insider Purchases

$XLO
Analyst Ratings

$XLO
Press Releases

$XLO
Insider Trading

$XLO
Financials

$XLO
Leadership Updates

$XLO
Large Ownership Changes