UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On August 30, 2023, Martin Huber, M.D., notified Xilio Therapeutics, Inc. (the “Company”) of his decision to resign as President and Head of Research and Development of the Company, effective September 8, 2023, to pursue other opportunities.
(c)
Effective September 8, 2023, the board of directors (the “Board”) of the Company appointed René Russo, Pharm.D., 48, to President of the Company. Dr. Russo has served as a member of the Board and the Company’s Chief Executive Officer since May 2019 and served as the Company’s President from May 2021 to June 2022. Dr. Russo will continue to serve as the Company’s Chief Executive Officer. For Dr. Russo’s biographical information, see the disclosure included under the heading “Proposal No. 1 – Election of Directors” on page 9 of the Company’s definitive proxy statement for the 2023 annual meeting of stockholders filed with the Securities and Exchange Commission on April 25, 2023, which disclosure is incorporated herein by reference.
(e)
Effective September 5, 2023, the Company entered into an employment agreement (the “Employment Agreement”) with Kevin Brennan, the Company’s Senior Vice President, Finance and Accounting, which amends and restates the offer letter, dated March 15, 2023, between the Company and Mr. Brennan. Pursuant to the terms of the Employment Agreement, Mr. Brennan is entitled to an annual base salary of $370,000 and is eligible for an annual incentive bonus targeted at 35% of his base salary. Mr. Brennan is also eligible to participate in the employee benefit plans generally available to full-time employees, subject to the terms of those plans. The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 8.01 Other Events
Effective September 5, 2023, Katarina Luptakova, M.D., was promoted to the position of Chief Medical Officer of the Company and Scott Coleman, Ph.D., was promoted to the position of Chief Development Officer of the Company. On September 5, 2023, the Company issued a press release announcing the promotions of Dr. Luptakova and Dr. Coleman, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
10.1# | ||
99.1 | Press release issued by Xilio Therapeutics, Inc. on September 5, 2023 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and incorporated as Exhibit 101) |
# Indicates management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
XILIO THERAPEUTICS, INC. | ||
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Date: September 5, 2023 | By: | /s/ René Russo |
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| René Russo |
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| Chief Executive Officer |