Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 05, 2023 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40925 | |
Entity Registrant Name | Xilio Therapeutics, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1623397 | |
Entity Address, Address Line One | 828 Winter Street | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Waltham | |
Entity Address State Or Province | MA | |
Entity Address, Postal Zip Code | 02451 | |
City Area Code | 857 | |
Local Phone Number | 524-2466 | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | XLO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 27,470,702 | |
Entity Central Index Key | 0001840233 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 93,271 | $ 120,385 |
Prepaid expenses and other current assets | 3,705 | 4,111 |
Total current assets | 96,976 | 124,496 |
Restricted cash | 1,568 | 1,562 |
Property and equipment, net | 7,252 | 7,255 |
Operating lease right-of-use asset | 5,477 | 5,585 |
Other non-current assets | 232 | 267 |
Total assets | 111,505 | 139,165 |
Current liabilities | ||
Accounts payable | 2,013 | 3,125 |
Accrued expenses | 6,483 | 10,327 |
Operating lease liability, current portion | 949 | 918 |
Note payable, current portion | 6,667 | 6,667 |
Other current liabilities | 82 | 82 |
Total current liabilities | 16,194 | 21,119 |
Note payable, net of current portion | 1,548 | 3,165 |
Operating lease liability, net of current portion | 8,945 | 9,189 |
Other non-current liabilities | 26 | 45 |
Total liabilities | 26,713 | 33,518 |
Commitments and contingencies (Note 6) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized, no shares issued or outstanding | ||
Common stock, $0.0001 par value; 200,000,000 shares authorized at March 31, 2023 and December 31, 2022; 27,470,534 shares issued and 27,439,820 shares outstanding at March 31, 2023; 27,471,607 shares issued and 27,425,447 shares outstanding at December 31, 2022 | 3 | 3 |
Additional paid-in capital | 356,543 | 354,752 |
Accumulated deficit | (271,754) | (249,108) |
Total stockholders' equity | 84,792 | 105,647 |
Total liabilities and stockholders' equity | $ 111,505 | $ 139,165 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 27,470,534 | 27,471,607 |
Common stock, shares outstanding | 27,439,820 | 27,425,447 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expenses | ||
Research and development | $ 16,131 | $ 14,920 |
General and administrative | 7,395 | 6,304 |
Total operating expenses | 23,526 | 21,224 |
Loss from operations | (23,526) | (21,224) |
Other income (expense), net | ||
Other income (expense), net | 880 | (129) |
Total other income (expense), net | 880 | (129) |
Net loss | (22,646) | (21,353) |
Comprehensive loss | $ (22,646) | $ (21,353) |
Net loss per share, basic (in dollars per share) | $ (0.83) | $ (0.78) |
Net loss per share, diluted (in dollars per share) | $ (0.83) | $ (0.78) |
Weighted average common shares outstanding, basic (in shares) | 27,433,252 | 27,367,377 |
Weighted average common shares outstanding, diluted (in shares) | 27,433,252 | 27,367,377 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2021 | $ 3 | $ 346,312 | $ (160,886) | $ 185,429 |
Beginning balance (in shares) at Dec. 31, 2021 | 27,358,375 | |||
Stockholders' Deficit | ||||
Vesting of restricted common stock (in shares) | 15,441 | |||
Exercise of stock options | 16 | 16 | ||
Exercise of stock options (in shares) | 2,657 | |||
Stock-based compensation expense | 2,029 | 2,029 | ||
Net loss | (21,353) | (21,353) | ||
Ending balance at Mar. 31, 2022 | $ 3 | 348,357 | (182,239) | 166,121 |
Ending balance (in shares) at Mar. 31, 2022 | 27,376,473 | |||
Beginning balance at Dec. 31, 2022 | $ 3 | 354,752 | (249,108) | $ 105,647 |
Beginning balance (in shares) at Dec. 31, 2022 | 27,425,447 | |||
Stockholders' Deficit | ||||
Vesting of restricted common stock (in shares) | 14,217 | |||
Exercise of stock options (in shares) | 156 | 156 | ||
Stock-based compensation expense | 1,791 | $ 1,791 | ||
Net loss | (22,646) | (22,646) | ||
Ending balance at Mar. 31, 2023 | $ 3 | $ 356,543 | $ (271,754) | $ 84,792 |
Ending balance (in shares) at Mar. 31, 2023 | 27,439,820 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (22,646) | $ (21,353) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 499 | 440 |
Non-cash interest expense | 31 | 53 |
Stock-based compensation expense | 1,791 | 2,029 |
Changes in operating assets and liabilities: | ||
Prepaid and other assets | 406 | 336 |
Operating lease right-of-use asset | 108 | 92 |
Accounts payable | (1,358) | (820) |
Accrued expenses and other liabilities | (3,868) | (1,427) |
Operating lease liability | (213) | (185) |
Net cash used in operating activities | (25,250) | (20,835) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (170) | (254) |
Net cash used in investing activities | (170) | (254) |
Cash flows from financing activities: | ||
Repayments of debt principal | (1,667) | |
Payments of finance lease | (21) | (21) |
Proceeds from exercise of stock options | 16 | |
Net cash used in financing activities | (1,688) | (5) |
Decrease in cash, cash equivalents and restricted cash | (27,108) | (21,094) |
Cash, cash equivalents and restricted cash, beginning of period | 121,947 | 199,606 |
Cash, cash equivalents and restricted cash, end of period | 94,839 | 178,512 |
Supplemental cash flow disclosure: | ||
Cash paid for interest | 209 | 119 |
Supplemental disclosure of non-cash activities: | ||
Capital expenditures included in accounts payable or accrued expenses | 310 | |
Reconciliation to amounts within the consolidated balance sheets: | ||
Cash and cash equivalents | 93,271 | 176,959 |
Restricted cash | 1,568 | 1,553 |
Cash, cash equivalents and restricted cash, end of period | $ 94,839 | $ 178,512 |
Description of Business and Liq
Description of Business and Liquidity and Capital Resources | 3 Months Ended |
Mar. 31, 2023 | |
Description of Business and Liquidity and Capital Resources | |
Description of Business and Liquidity and Capital Resources | 1. Description of Business and Liquidity and Capital Resources Description of Business Xilio Therapeutics, Inc. (“Xilio” or the “Company”) is a clinical-stage biotechnology company dedicated to discovering and developing tumor-activated immuno-oncology (“I-O”) therapies with the goal of significantly improving outcomes for people living with cancer without the systemic side effects of current I-O treatments. The Company was incorporated in Delaware in June 2020, and its headquarters are located in Waltham, Massachusetts. Liquidity and Capital Resources Since its inception, the Company has devoted substantially all of its financial resources and efforts to research and development activities. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including but not limited to, risks associated with the successful research, development and manufacturing of product candidates, and, if approved, any products, obtaining regulatory approvals for product candidates, and, if approved, commercialization of any products, protection and enforcement of intellectual property and proprietary technology, development by third parties of potentially competitive products or product candidates, compliance with governmental regulations, and the ability to secure additional capital to fund operations. Programs currently under development will require significant additional research and development efforts, including preclinical and clinical testing and manufacturing process development and will need to obtain regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. As of March 31, 2023, the Company had cash and cash equivalents of $93.3 million. The Company believes that its existing cash and cash equivalents will be sufficient to enable the Company to fund its operating expenses and capital expenditure requirements into the end of the second quarter of 2024, which is at least twelve months from the date of issuance of these condensed consolidated financial statements. The Company expects to continue to generate negative cash flows from operations and net losses for the foreseeable future and will need additional capital in the future to support its continuing operations and growth strategy as it continues to invest significantly in research and development of its product candidates, including preclinical and clinical testing and manufacturing process development. To date, the Company has primarily funded its operations with proceeds from the sale of preferred units and convertible preferred stock, a debt financing and its initial public offering (“IPO”), completed in the fourth quarter of 2021, in which the Company received net proceeds of $116.4 million. Management’s conclusion with respect to its ability to fund operations is based on estimates that are subject to risks and uncertainties that may prove to be incorrect. If actual results differ from management’s estimates, the Company may be required to seek additional capital sooner or curtail planned activities to reduce operating expenses, which may have an adverse impact on the Company’s ability to achieve its business objectives. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2022 and notes thereto, included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 2, 2023. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments which are necessary to present fairly the Company’s financial position as of March 31, 2023 and the results of its operations and cash flows for the three months ended March 31, 2023 and March 31, 2022. Such adjustments are of a normal and recurring nature. The results for the three months ended March 31, 2023 are not necessarily indicative of the results for the year ending December 31, 2023 or for any future period. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: Xilio Development, Inc., a Delaware corporation and Xilio Securities Corporation, a Massachusetts security corporation. All intercompany accounts and transactions have been eliminated in consolidation. Significant Accounting Policies The significant accounting policies used in preparation of the unaudited condensed consolidated financial statements are described in Note 2, “ Summary of Significant Accounting Policies ” of the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. There have been no material changes to the significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Concentrations of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company holds all cash and cash equivalents at accredited financial institutions. Bank accounts in the United States are generally insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Substantially all of the Company’s cash and cash equivalents are FDIC insured, including funds held through an insured cash sweep program. The Company has not experienced any losses in its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2023 | |
Property and Equipment, Net | |
Property and Equipment, Net | 3. Property and Equipment, Net Property and equipment, net consists of the following as of March 31, 2023 and December 31, 2022: March 31, December 31, 2023 2022 Laboratory equipment $ 6,101 $ 5,587 Computers and software 228 228 Furniture and fixtures 681 636 Leasehold improvements 5,124 5,124 Construction in process — 98 Total property and equipment 12,134 11,673 Less: accumulated depreciation (4,882) (4,418) Property and equipment, net $ 7,252 $ 7,255 The Company incurred depreciation and amortization expense related to property and equipment of $0.5 million and $0.4 million for the three months ended March 31, 2023 and 2022, respectively. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Expenses | |
Accrued Expenses | 4. Accrued Expenses Accrued expenses consist of the following as of March 31, 2023 and December 31, 2022: March 31, December 31, 2023 2022 External research and development $ 3,640 $ 3,178 Personnel-related 1,745 5,413 Professional and consulting fees 829 1,536 Other 269 200 Total accrued expenses $ 6,483 $ 10,327 |
Loan and Security Agreement
Loan and Security Agreement | 3 Months Ended |
Mar. 31, 2023 | |
Loan and Security Agreement | |
Loan and Security Agreement | 5. Loan and Security Agreement In November 2019, the Company’s wholly owned subsidiary, Xilio Development, Inc. (“Borrower”), entered into a loan and security agreement (as amended and restated in May 2023, the “Loan Agreement”) with Pacific Western Bank (“PacWest”), with the Company as a guarantor. Under the Loan Agreement, in November 2019, the Borrower borrowed $10.0 million under a term loan. Interest on amounts outstanding under the Loan Agreement accrue at a variable annual rate equal to the greater of (i) the prime rate plus 0.25% or (ii) 4.75%. As of March 31, 2023, the interest rate on the term loan was 8.25%. The Borrower was required to make interest-only payments on any outstanding balances through December 31, 2022. The Borrower commenced making equal monthly payments of principal plus interest in January 2023, and it will be required to make such payments until the term loan matures on June 30, 2024. The Loan Agreement contains customary representations, warranties and covenants and also includes customary terms covering events of default, including payment defaults, breaches of covenants, a change of control provision and occurrence of a material adverse effect. As security for its obligations under the Loan Agreement, the Borrower granted PacWest a first priority security interest on substantially all of the Borrower’s assets, excluding intellectual property, subject to certain exceptions. The Company has determined that the risk of subjective acceleration under the material adverse effect clause is not probable and therefore has classified the long-term portion of the outstanding principal in non-current liabilities. Upon the occurrence and continuation of an event of default, a default interest rate of an additional 5% per annum may be applied to the outstanding loan balance, and the administrative agent, collateral agent, and lender may declare all outstanding obligations immediately due and payable and exercise all of their rights and remedies as set forth in the Loan Agreement and under applicable law. As of March 31, 2023, the Company and Borrower were in compliance with all covenants under the Loan Agreement. The Borrower has the following minimum aggregate future loan principal payments under the Loan Agreement as of March 31, 2023: Minimum Loan Payments 2023 (remaining nine months) $ 5,000 2024 3,333 Total future principal payments 8,333 Less: unamortized discount (118) Total note payable $ 8,215 The Company recognized $0.2 million of interest expense related to the Loan Agreement for each of the three months ended March 31, 2023 and 2022, which is reflected in other income (expense), net on the condensed consolidated statements of operations and comprehensive loss. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | 6. Commitments and Contingencies The Company has an operating lease for its headquarters and a finance lease for certain lab equipment. In August 2019, the Company entered into a facility lease agreement with a landlord providing funding for tenant improvements and occupancy of approximately 27,830 square feet of office and laboratory space (the “premises”) at 828 Winter Street, Waltham, Massachusetts. The initial term of the lease expires in March 2030, unless terminated earlier in accordance with the terms of the lease. The Company has an option to extend the lease for an additional term of five years at then-market rates. The Company is obligated to pay its portion of real estate taxes and costs related to the premises, including costs of operations, maintenance, repair, replacement, and management of the leased premises, which it began paying simultaneous with the rent commencement date in March 2020. As of March 31, 2023 and December 31, 2022, the Company had a letter of credit for the benefit of its landlord in the amount of $1.6 million, collateralized by a money market account, which is recorded as restricted cash on the condensed consolidated balance sheets. |
Preferred Stock and Common Stoc
Preferred Stock and Common Stock | 3 Months Ended |
Mar. 31, 2023 | |
Preferred Stock and Common Stock | |
Preferred Stock and Common Stock | 7. Preferred Stock and Common Stock Undesignated Preferred Stock As of March 31, 2023 and December 31, 2022, the Company’s certificate of incorporation, as amended, authorized the Company to issue up to 5,000,000 shares of undesignated preferred stock at $0.0001 par value per share. As of March 31, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding. Common Stock As of March 31, 2023 and December 31, 2022, the Company is authorized to issue up to 200,000,000 shares of common stock, $0.0001 par value per share under its certificate of incorporation, as amended. Shares Reserved for Future Issuance As of March 31, 2023 and December 31, 2022, the Company had reserved shares of common stock for future issuance under the 2020 Stock Incentive Plan (as amended, the “2020 Plan”), the 2021 Stock Incentive Plan (the “2021 Plan”), the 2022 Inducement Stock Incentive Plan (the “2022 Inducement Plan”) and the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) as follows: March 31, December 31, 2023 2022 Shares of common stock reserved for exercise of a warrant 2,631 2,631 Shares of common stock reserved for exercise of outstanding stock options under the 2021 Plan and 2020 Plan 6,087,600 4,960,553 Shares of common stock reserved for future awards under the 2021 Plan 3,096,174 2,848,568 Shares of common stock reserved for future awards under the 2022 Inducement Plan 275,000 275,000 Shares of common stock reserved for purchase under the 2021 ESPP 841,436 566,720 Total shares reserved for future issuance 10,302,841 8,653,472 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Stock-Based Compensation | |
Stock-Based Compensation | 8. Stock-Based Compensation Equity Incentive Plans 2020 Stock Incentive Plan In 2020, the Company adopted the 2020 Plan. Under the 2020 Plan, the Company was authorized to issue shares of common stock to the Company’s employees, officers, directors, consultants and advisors in the form of options, restricted stock awards or other stock-based awards. 2021 Stock Incentive Plan In 2021, the Company’s board of directors and stockholders adopted the 2021 Plan, which became effective immediately prior to the IPO in October 2021. Upon effectiveness of the 2021 Plan, the Company ceased granting awards under the 2020 Plan. The 2021 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. The number of shares of the Company’s common stock initially reserved for issuance under the 2021 Plan was the sum of (1) 2,654,828; plus (2) the number of shares (up to 3,967,038 shares) as is equal to the sum of (x) the number of shares of the Company’s common stock reserved for issuance under the 2020 Plan that remained available for grant under the 2020 Plan immediately prior to the effectiveness of the 2021 Plan and (y) the number of shares of the Company’s common stock subject to outstanding awards whether granted under the 2020 Plan or outside of the 2020 Plan which awards expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right and that, prior to the effectiveness of the 2021 Plan, would have become available for issuance under the 2020 Plan; plus (3) an annual increase, to be added on the first day of each fiscal year, beginning with the fiscal year, commencing on January 1, 2022 and continuing until, and including, January 1, 2031, equal to the lesser of (i) 5% of the number of shares of the Company’s common stock outstanding on the first day of such fiscal year and (ii) the number of shares of common stock determined by the Company’s board of directors. On January 1, 2023, the number of shares reserved for issuance under the 2021 Plan automatically increased by 1,373,580 shares. As of March 31, 2023, there were 3,096,174 shares available for future issuance under the 2021 Plan. 2022 Inducement Plan In 2022, the Company’s board of directors adopted the 2022 Inducement Plan pursuant to Nasdaq Rule 5635(c)(4). In accordance with Rule 5635(c)(4), stock-based incentive awards under the 2022 Inducement Plan may only be made to a newly hired employee who has not previously been a member of the Company’s board of directors, or an employee who is being rehired following a bona fide period of non-employment by the Company as a material inducement to the employee’s entering into employment with the Company. An aggregate of 275,000 shares of the Company’s common stock has been reserved for issuance under the 2022 Inducement Plan. The exercise price of stock options granted under the 2022 Inducement Plan will not be less than the fair market value of a share of the Company’s common stock on the grant date. Other terms of awards, including vesting requirements, are determined by the Company’s board of directors and are subject to the provisions of the 2022 Inducement Plan. As of March 31, 2023, no shares have been granted under the 2022 Inducement Plan. 2021 Employee Stock Purchase Plan In 2021, the Company’s board of directors and stockholders adopted the 2021 ESPP, which became effective immediately prior to the IPO in October 2021. The Company initially reserved 292,031 shares of common stock for issuance under the 2021 ESPP. In addition, the 2021 ESPP provides that the number of shares of common stock reserved for issuance under the 2021 ESPP will be cumulatively increased on January 1 of each calendar year by the lesser of (i) 584,062 shares of common stock, (ii) 1% of the number of shares of the Company’s common stock outstanding on such date, and (iii) a number of shares of common stock as determined by the Company’s board of directors. On January 1, 2023, the number of shares reserved for issuance under the 2021 ESPP was increased by 274,716 shares. The first offering period under the 2021 ESPP commenced on December 1, 2022 and ends May 31, 2023. As of March 31, 2023, no shares have been issued under the 2021 ESPP. As of March 31, 2023, there were 841,436 shares available for future issuance under the 2021 ESPP. Stock-Based Compensation Expense During the three months ended March 31, 2023 and 2022, the Company recorded compensation expense related to stock options and restricted common stock for employees and non-employees, which was allocated as follows in the condensed consolidated statements of operations and comprehensive loss: Three Months Ended March 31, 2023 2022 Research and development expense $ 573 $ 596 General and administrative expense 1,218 1,433 Total stock-based compensation expense $ 1,791 $ 2,029 Stock Options A summary of stock option activity under the Company’s 2020 Plan, 2021 Plan and 2022 Inducement Plan is as follows: Weighted Average Remaining Aggregate Weighted Contractual Intrinsic Number of Average Term Value (1) Stock Options Exercise Price (In years) (In thousands) Outstanding as of December 31, 2022 4,960,553 $ 8.04 8.59 $ 89 Granted 1,530,505 $ 2.69 Exercised (156) $ 2.69 Cancelled/forfeited (403,302) $ 7.36 Outstanding as of March 31, 2023 6,087,600 $ 6.74 8.45 $ 962 Exercisable as of March 31, 2023 2,060,294 $ 7.82 7.43 $ 47 (1) The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock as of the end of the period. Using the Black-Scholes option pricing model, the weighted average fair value of options granted to employees and directors during the three months ended March 31, 2023 and 2022 was $1.95 and $8.83, respectively. The following assumptions were used in determining the fair value of options granted during the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Risk-free interest rate 3.97 – 3.98 % 1.47 – 1.89 % Expected dividend yield 0 % 0 % Expected term (in years) 6.02 – 6.08 6.00 – 6.08 Expected volatility 82.35 % 80.75 – 80.92 % As of March 31, 2023, the Company had unrecognized stock-based compensation expense of $16.1 million related to stock options issued to employees and directors, which is expected to be recognized over a weighted-average period of 2.75 years. Restricted Stock A summary of the Company’s restricted stock activity and related information is as follows: Number Weighted of Shares Average of Restricted Grant Date Stock Fair Value Unvested as of December 31, 2022 46,160 $ 5.51 Vested (14,217) $ 5.51 Canceled/Forfeited (1,229) $ 5.51 Unvested as of March 31, 2023 30,714 $ 5.51 In June 2020, the Company granted 552,546 shares of common stock underlying restricted stock awards, and the Company has not subsequently granted any additional restricted stock awards. During the three months ended March 31, 2023 and 2022, the aggregate fair value of the restricted stock awards that vested was less than $0.1 million and $0.2 million, respectively. As of March 31, 2023, total unrecognized stock-based compensation expense related to unvested restricted stock awards was $0.2 million, which is expected to be recognized over a weighted-average period of 0.80 years. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Net Loss Per Share | |
Net Loss Per Share | 9. Net Loss Per Share The following table sets forth the outstanding shares of common stock equivalents, presented based on amounts outstanding at each period end, that were excluded from the calculation of diluted net loss per share attributable to common stockholders during each period because including them would have been anti-dilutive: Three Months Ended March 31, 2023 2022 Unvested restricted common stock 30,714 95,134 Outstanding stock options 6,087,600 4,948,376 Warrants 2,631 2,631 Unvested employee stock purchase plan shares 68,884 — Total common stock equivalents 6,189,829 5,046,141 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The Company’s unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2022 and notes thereto, included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 2, 2023. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments which are necessary to present fairly the Company’s financial position as of March 31, 2023 and the results of its operations and cash flows for the three months ended March 31, 2023 and March 31, 2022. Such adjustments are of a normal and recurring nature. The results for the three months ended March 31, 2023 are not necessarily indicative of the results for the year ending December 31, 2023 or for any future period. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: Xilio Development, Inc., a Delaware corporation and Xilio Securities Corporation, a Massachusetts security corporation. All intercompany accounts and transactions have been eliminated in consolidation. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company holds all cash and cash equivalents at accredited financial institutions. Bank accounts in the United States are generally insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Substantially all of the Company’s cash and cash equivalents are FDIC insured, including funds held through an insured cash sweep program. The Company has not experienced any losses in its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property and Equipment, Net | |
Summary of property and equipment, net | March 31, December 31, 2023 2022 Laboratory equipment $ 6,101 $ 5,587 Computers and software 228 228 Furniture and fixtures 681 636 Leasehold improvements 5,124 5,124 Construction in process — 98 Total property and equipment 12,134 11,673 Less: accumulated depreciation (4,882) (4,418) Property and equipment, net $ 7,252 $ 7,255 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Expenses | |
Summary of accrued expenses | March 31, December 31, 2023 2022 External research and development $ 3,640 $ 3,178 Personnel-related 1,745 5,413 Professional and consulting fees 829 1,536 Other 269 200 Total accrued expenses $ 6,483 $ 10,327 |
Loan and Security Agreement (Ta
Loan and Security Agreement (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Loan and Security Agreement | |
Schedule of minimum aggregate future loan principal payments | Minimum Loan Payments 2023 (remaining nine months) $ 5,000 2024 3,333 Total future principal payments 8,333 Less: unamortized discount (118) Total note payable $ 8,215 |
Preferred Stock and Common St_2
Preferred Stock and Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Preferred Stock and Common Stock | |
Schedule of Shares Reserved for Future Issuance | March 31, December 31, 2023 2022 Shares of common stock reserved for exercise of a warrant 2,631 2,631 Shares of common stock reserved for exercise of outstanding stock options under the 2021 Plan and 2020 Plan 6,087,600 4,960,553 Shares of common stock reserved for future awards under the 2021 Plan 3,096,174 2,848,568 Shares of common stock reserved for future awards under the 2022 Inducement Plan 275,000 275,000 Shares of common stock reserved for purchase under the 2021 ESPP 841,436 566,720 Total shares reserved for future issuance 10,302,841 8,653,472 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stock-Based Compensation | |
Schedule of stock-based compensation expense | Three Months Ended March 31, 2023 2022 Research and development expense $ 573 $ 596 General and administrative expense 1,218 1,433 Total stock-based compensation expense $ 1,791 $ 2,029 |
Summary of stock option activity | Weighted Average Remaining Aggregate Weighted Contractual Intrinsic Number of Average Term Value (1) Stock Options Exercise Price (In years) (In thousands) Outstanding as of December 31, 2022 4,960,553 $ 8.04 8.59 $ 89 Granted 1,530,505 $ 2.69 Exercised (156) $ 2.69 Cancelled/forfeited (403,302) $ 7.36 Outstanding as of March 31, 2023 6,087,600 $ 6.74 8.45 $ 962 Exercisable as of March 31, 2023 2,060,294 $ 7.82 7.43 $ 47 |
Schedule of assumptions used in determining fair value of options granted | Three Months Ended March 31, 2023 2022 Risk-free interest rate 3.97 – 3.98 % 1.47 – 1.89 % Expected dividend yield 0 % 0 % Expected term (in years) 6.02 – 6.08 6.00 – 6.08 Expected volatility 82.35 % 80.75 – 80.92 % |
Summary of restricted stock activity | Number Weighted of Shares Average of Restricted Grant Date Stock Fair Value Unvested as of December 31, 2022 46,160 $ 5.51 Vested (14,217) $ 5.51 Canceled/Forfeited (1,229) $ 5.51 Unvested as of March 31, 2023 30,714 $ 5.51 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Net Loss Per Share | |
Schedule of antidilutive securities excluded from computation of diluted net loss per share | Three Months Ended March 31, 2023 2022 Unvested restricted common stock 30,714 95,134 Outstanding stock options 6,087,600 4,948,376 Warrants 2,631 2,631 Unvested employee stock purchase plan shares 68,884 — Total common stock equivalents 6,189,829 5,046,141 |
Description of Business and L_2
Description of Business and Liquidity and Capital Resources - Liquidity and Capital Resources (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Description of Business and Liquidity and Capital Resources | |||
Cash and cash equivalents | $ 93,271 | $ 120,385 | $ 176,959 |
Substantial doubt about going concern within one year | false |
Description of Business and L_3
Description of Business and Liquidity and Capital Resources - IPO (Details) $ in Millions | 3 Months Ended |
Sep. 30, 2021 USD ($) | |
IPO | |
Sale of stock | |
Net proceeds received | $ 116.4 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property and Equipment | |||
Property and equipment | $ 12,134 | $ 11,673 | |
Less accumulated depreciation | (4,882) | (4,418) | |
Property and equipment, net | 7,252 | 7,255 | |
Depreciation | 500 | $ 400 | |
Laboratory equipment | |||
Property and Equipment | |||
Property and equipment | 6,101 | 5,587 | |
Computers and software | |||
Property and Equipment | |||
Property and equipment | 228 | 228 | |
Furniture & fixtures | |||
Property and Equipment | |||
Property and equipment | 681 | 636 | |
Leasehold improvements | |||
Property and Equipment | |||
Property and equipment | $ 5,124 | 5,124 | |
Construction in process | |||
Property and Equipment | |||
Property and equipment | $ 98 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued Expenses | ||
External research and development | $ 3,640 | $ 3,178 |
Personnel related | 1,745 | 5,413 |
Professional and consulting services | 829 | 1,536 |
Other | 269 | 200 |
Total accrued expenses | $ 6,483 | $ 10,327 |
Loan and Security Agreement - D
Loan and Security Agreement - Description (Details) - Loan Agreement - USD ($) $ in Millions | 1 Months Ended | |
Nov. 30, 2019 | Mar. 31, 2023 | |
Loan and security agreement | ||
Borrowed amount | $ 10 | |
Interest rate at end of period (as a percent) | 8.25% | |
Additional interest rate upon event of default (as a percent) | 5% | |
Minimum | ||
Loan and security agreement | ||
Stated interest rate | 4.75% | |
Prime rate | ||
Loan and security agreement | ||
Basis spread (as percent) | 0.25% |
Loan and Security Agreement - M
Loan and Security Agreement - Maturities (Details) - Loan Agreement - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Minimum aggregate future loan payments | ||
2023 (remaining nine months) | $ 5,000 | |
2024 | 3,333 | |
Total future principal payments | 8,333 | |
Less: unamortized discount | (118) | |
Total notes payable | 8,215 | |
Interest expense | $ 200 | $ 200 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 1 Months Ended | ||
Aug. 31, 2019 ft² | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Commitments and Contingencies | |||
Area leased (in square feet) | ft² | 27,830 | ||
Option to extend | true | ||
Term of option to extend | 5 years | ||
Letter of credit for the benefit of landlord | $ | $ 1.6 | $ 1.6 |
Preferred Stock and Common St_3
Preferred Stock and Common Stock - Authorized (Details) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred Stock and Common Stock | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock and Common St_4
Preferred Stock and Common Stock - Shares Reserved for Future Issuance (Details) - shares | Mar. 31, 2023 | Dec. 31, 2022 |
Shares for future issuance | ||
Shares of common stock reserved for exercise of a warrant | 2,631 | 2,631 |
Shares of common stock reserved for exercise of outstanding stock options under the Plans | 6,087,600 | 4,960,553 |
Total shares reserved for future issuance | 10,302,841 | 8,653,472 |
2021 Plan and 2020 Plan | ||
Shares for future issuance | ||
Shares of common stock reserved for exercise of outstanding stock options under the Plans | 6,087,600 | 4,960,553 |
2021 Plan | ||
Shares for future issuance | ||
Shares of common stock reserved for future awards or purchase under the Plans | 3,096,174 | 2,848,568 |
2022 Inducement Plan | ||
Shares for future issuance | ||
Shares of common stock reserved for future awards or purchase under the Plans | 275,000 | 275,000 |
Total shares reserved for future issuance | 275,000 | |
2021 ESPP | ||
Shares for future issuance | ||
Shares of common stock reserved for future awards or purchase under the Plans | 841,436 | 566,720 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Incentive Plans (Details) - shares | 1 Months Ended | |||
Jan. 01, 2023 | Oct. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Stock-Based Compensation | ||||
Common stock reserved for issuance (in shares) | 10,302,841 | 8,653,472 | ||
2021 Plan | ||||
Stock-Based Compensation | ||||
Additional common stock reserved under the plan (in shares) | 1,373,580 | |||
Available for future issuance (in shares) | 3,096,174 | 2,848,568 | ||
2021 Plan | Minimum | ||||
Stock-Based Compensation | ||||
Common stock reserved for issuance (in shares) | 2,654,828 | |||
2021 Plan | Maximum | ||||
Stock-Based Compensation | ||||
Additional common stock to be reserved for issuance (in shares) | 3,967,038 | |||
Annual increase in number of shares reserved for issuance (as a percent) | 5% |
Stock-Based Compensation - 2022
Stock-Based Compensation - 2022 Inducement Plan (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Stock-Based Compensation | ||
Common stock reserved for issuance (in shares) | 10,302,841 | 8,653,472 |
Stock options granted during the period (in shares) | 1,530,505 | |
2022 Inducement Plan | ||
Stock-Based Compensation | ||
Common stock reserved for issuance (in shares) | 275,000 | |
Stock options granted during the period (in shares) | 0 |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Stock Purchase Plan (Details) - shares | 1 Months Ended | 3 Months Ended | ||
Jan. 01, 2023 | Oct. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Stock-Based Compensation | ||||
Common stock reserved for issuance (in shares) | 10,302,841 | 8,653,472 | ||
Employee stock purchase plan | ||||
Stock-Based Compensation | ||||
Common stock reserved for issuance (in shares) | 292,031 | |||
Additional common stock reserved under the plan (in shares) | 274,716 | |||
Shares issued under plan (in shares) | 0 | |||
Available for future issuance (in shares) | 841,436 | |||
Employee stock purchase plan | Maximum | ||||
Stock-Based Compensation | ||||
Annual increase in number of shares reserved and available for issuance (in shares) | 584,062 | |||
Annual increase in number of shares reserved for issuance (as a percent) | 1% |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock-Based Compensation | ||
Total compensation expense | $ 1,791 | $ 2,029 |
Research and development expense | ||
Stock-Based Compensation | ||
Total compensation expense | 573 | 596 |
General and administrative expense | ||
Stock-Based Compensation | ||
Total compensation expense | $ 1,218 | $ 1,433 |
Stock-Based Compensation - St_3
Stock-Based Compensation - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Options Outstanding | ||
Outstanding at beginning of period (in shares) | 4,960,553 | |
Granted (in shares) | 1,530,505 | |
Exercised (in shares) | (156) | |
Cancelled/forfeited (in shares) | (403,302) | |
Outstanding at end of period (in shares) | 6,087,600 | 4,960,553 |
Exercisable at end of period (in shares) | 2,060,294 | |
Weighted Average Exercise Price | ||
Outstanding (in dollars per share) | $ 6.74 | $ 8.04 |
Granted (in dollars per share) | 2.69 | |
Exercised (in dollars per share) | 2.69 | |
Cancelled/forfeited (in dollars per share) | 7.36 | |
Exercisable at end of period (in dollars per share) | $ 7.82 | |
Weighted Average Remaining Contractual Term (In years) | ||
Outstanding (in years) | 8 years 5 months 12 days | 8 years 7 months 2 days |
Exercisable at end of period (in years) | 7 years 5 months 4 days | |
Aggregate Intrinsic Value | ||
Outstanding (in dollars) | $ 962 | $ 89 |
Exercisable (in dollars) | $ 47 |
Stock-Based Compensation - St_4
Stock-Based Compensation - Stock options, fair value assumptions (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock-Based Compensation | ||
Fair value of options granted (in dollars per share) | $ 1.95 | $ 8.83 |
Stock options | ||
Stock-Based Compensation | ||
Risk-free interest rate, minimum (as a percent) | 3.97% | 1.47% |
Risk-free interest rate, maximum (as a percent) | 3.98% | 1.89% |
Expected dividend yield (as a percent) | 0% | 0% |
Expected volatility (as a percent) | 82.35% | |
Expected volatility, minimum (as percentage) | 80.75% | |
Expected volatility, maximum (as percentage) | 80.92% | |
Unrecognized stock-based compensation expense | $ 16.1 | |
Weighted-average period for unrecognized compensation expense to be recognized | 2 years 9 months | |
Stock options | Minimum | ||
Stock-Based Compensation | ||
Expected term (in years) | 6 years 7 days | 6 years |
Stock options | Maximum | ||
Stock-Based Compensation | ||
Expected term (in years) | 6 years 29 days | 6 years 29 days |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | |
Weighted Average Grant Date Fair Value | |||
Stock-based compensation expense | $ 1,791 | $ 2,029 | |
Restricted stock | |||
Equity Based Compensation | |||
Outstanding at beginning of period (in shares) | 46,160 | ||
Vested (in shares) | (14,217) | ||
Canceled/Forfeited (in shares) | (1,229) | ||
Outstanding at end of period (in shares) | 30,714 | ||
Weighted Average Grant Date Fair Value | |||
Outstanding at beginning of period (in dollars per share) | $ 5.51 | ||
Vested (in dollars per share) | 5.51 | ||
Cancelled/forfeited (in dollars per share) | 5.51 | ||
Outstanding at end of period (in dollars per share) | $ 5.51 | ||
Granted (in shares) | 552,546 | ||
Aggregate fair value of restricted stock awards that vested | $ 200 | ||
Total unrecognized stock-based compensation expense | $ 200 | ||
Weighted-average period for unrecognized compensation expense to be recognized | 9 months 18 days | ||
Restricted stock | Maximum | |||
Weighted Average Grant Date Fair Value | |||
Aggregate fair value of restricted stock awards that vested | $ 100 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net Loss Per Share | ||
Total common stock equivalents | 6,189,829 | 5,046,141 |
Restricted stock | ||
Net Loss Per Share | ||
Total common stock equivalents | 30,714 | 95,134 |
Stock options | ||
Net Loss Per Share | ||
Total common stock equivalents | 6,087,600 | 4,948,376 |
Warrants | ||
Net Loss Per Share | ||
Total common stock equivalents | 2,631 | 2,631 |
Employee stock purchase plan | ||
Net Loss Per Share | ||
Total common stock equivalents | 68,884 |