SCHEDULE: Frazier Life Sciences Amends Xilio Therapeutics Stake
Beneficial Ownership Disclosure
Frazier Life Sciences and its affiliated funds have filed an amended Schedule 13G, clarifying their beneficial ownership in Xilio Therapeutics, Inc., primarily through pre-funded warrants.
Summary
- Frazier Life Sciences Public Fund, L.P. (FLSPF) and its related entities beneficially own 8,141,017 shares of Xilio Therapeutics, Inc. Common Stock, representing 9.9% of the class, derived from pre-funded warrants.
- The 9.9% ownership for FLSPF is a rounded figure from 9.99%, reflecting a beneficial ownership limitation on the exercise of their pre-funded warrants.
- Frazier Life Sciences Public Overage Fund, L.P. (FLSPOF) and its related entities beneficially own 2,401,633 shares, representing 4.4% of the class.
- Frazier Life Sciences X, L.P. (FLS X) and its related entities, including James N. Topper and Patrick J. Heron, beneficially own 336,042 shares, representing 0.6% of the class.
- Frazier Life Sciences XI, L.P. (FLS XI) and its related entities beneficially own 894,779 shares, representing 1.7% of the class.
- Frazier Life Sciences XII, L.P. (FLS XII) and its related entities beneficially own 1,561,529 shares, representing 2.9% of the class.
- All reported securities represent shares of Common Stock issuable upon the exercise of pre-funded warrants.
- The filing corrects previous attributions and overstatements of beneficial ownership by certain investment committee members, including Albert Cha, James Brush, and Daniel Estes, who are now reported with 0.0% beneficial ownership.
Sentiment
Score: 5
Explanation: A Schedule 13G filing is a routine disclosure of beneficial ownership and does not inherently convey positive or negative sentiment regarding the company's operational performance or financial health. This amendment specifically clarifies ownership attribution.
Risks
- The exercise of pre-funded warrants held by Frazier Life Sciences Public Fund, L.P. is subject to a beneficial ownership limitation, capping exercisability at 9.99% of the outstanding Common Stock.
- A potential risk exists if the independently managed warrant holders (FLSPOF, FLS X, FLS XI, FLS XII) are determined to be acting together as a 'group,' which would subject their aggregate warrant exercise to the 9.99% beneficial ownership limitation.
Future Outlook
No forward-looking statements or guidance are provided.
Industry Context
This filing is a routine disclosure of beneficial ownership and does not provide specific insights into broader industry trends or competitive landscape.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Beneficial Ownership Attribution Clarification | The filing corrects previous attribution and overstatement of beneficial ownership by certain investment committee members (Albert Cha, James Brush, Daniel Estes), who are now reported with 0.0% beneficial ownership, as they are not attributed beneficial ownership of securities directly held by the funds. | 06/30/2025 | Enhances transparency and accuracy of beneficial ownership reporting, aligning with regulatory requirements for Schedule 13G filings. |
Related Party Transactions
- The filing details beneficial ownership by various entities under the Frazier Life Sciences umbrella, indicating a significant, structured investment relationship.
Stakeholder Impact
- Provides shareholders with updated and clarified information regarding significant institutional ownership stakes in Xilio Therapeutics, Inc.
- Clarifies the potential for future share issuance through the exercise of pre-funded warrants and associated beneficial ownership limitations.
Key Dates
| Date | Description |
|---|---|
| 05/05/2025 | Date as of which 51,782,273 shares of Issuer's Common Stock were outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q. |
| 05/08/2025 | Date the Issuer's Quarterly Report on Form 10-Q was filed with the SEC. |
| 06/30/2025 | Date of event which requires filing of this statement. |
| 08/14/2025 | Date of signing and filing of this Schedule 13G Amendment No. 1. |
Keywords
Xilio Therapeutics, SEC filing, Schedule 13G, beneficial ownership, pre-funded warrants, institutional ownership, Frazier Life Sciences, equity stake, biotechnology
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