Gilead Sciences, Inc. - Jun 5, 2025 Form 4 Insider Report for Xilio Therapeutics, Inc. (XLO)

Role
10%+ Owner
Signature
Gilead Sciences, Inc. By: /s/ Andrew D. Dickson
Stock symbol
XLO
Transactions as of
Jun 5, 2025
Transactions value $
$0
Form type
4
Date filed
6/6/2025, 07:31 PM
Previous filing
Feb 20, 2025
Next filing
Oct 3, 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
GILEAD SCIENCES, INC. 10%+ Owner 333 LAKESIDE DRIVE, FOSTER CITY Gilead Sciences, Inc. By: /s/ Andrew D. Dickson 2025-06-06 0000882095

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction XLO Prefunded Warrants (right to buy) Purchase +13.3M +133.68% 23.3M Jun 5, 2025 Common Stock 13.3M $0.00 Direct F1, F2
transaction XLO Series A Warrants (right to buy) Purchase +13.3M 13.3M Jun 5, 2025 Common Stock 13.3M $0.75 Direct F1, F3
transaction XLO Series B Warrants (right to buy) Purchase +13.3M 13.3M Jun 5, 2025 Common Stock 13.3M $0.75 Direct F1, F4
transaction XLO Series C Warrants (right to buy) Purchase +13.3M 13.3M Jun 5, 2025 Common Stock 13.3M $0.75 Direct F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each Prefunded Warrant was acquired together with an accompanying Series A Warrant, Series B Warrant and Series C Warrant at a combined offering price of $0.7499. A holder of any such warrant may not exercise such warrant if, after giving effect to such exercise, the holder and its affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 19.99% of the outstanding shares of Common Stock of the Issuer (the "Common Stock").
F2 The Prefunded Warrants are exercisable at any time on or after the date of issuance and have no expiration date.
F3 The Series A Warrants will be exercisable at any time on or after the earlier of (i) December 1, 2025 and (ii) the trading day immediately following a period of five consecutive trading days on which the closing price of the Common Stock is a minimum of $1.50 per share and will expire on the earlier of (A) June 5, 2030 and (B) immediately upon exercise of the reporting person's Prefunded Warrants issued on June 5, 2025 if such exercise is prior to December 1, 2025, but with respect to only that number of Series A Warrants that is equal to the number of Prefunded Warrants that are exercised.
F4 The Series B Warrants are exercisable at any time on or after November 1, 2025 and expire on December 2, 2025, provided that if the closing price of the Common Stock is below the exercise price on such date, the exercise price will reset to the closing price on December 1, 2025 and the expiration time will be extended to December 31, 2025.
F5 The Series C Warrants are exercisable at any time on or after June 1, 2026 and expire on the earlier of (i) December 2, 2026 and (ii) the expiration time of the Series B Warrants held by the reporting person to the extent that the corresponding Series B Warrants expire without being exercised, but with respect to only that number of Series C Warrants that is equal to the number of Series B Warrants that expire without being exercised. In addition, if the closing price of the Common Stock is below the exercise price on December 2, 2026, the exercise price will reset to the closing price on December 1, 2026 and the expiration time will be extended to December 31, 2026.