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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.
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.
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.
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.
Cover Page Interactive Data File (embedded within the Inline XBRL document and incorporated as Exhibit 101)
# Indicates management contract or compensatory plan or arrangement.
This Employment Agreement (the “Agreement”) is entered into as of September 5, 2023 (the “Effective Date”) by and between Xilio Therapeutics, Inc. (the “Company”) and Kevin Brennan (the “Executive”) (together, the “Parties”).
WHEREAS, the Company and the Executive are party to an offer letter dated March 15, 2023 (the “Existing Offer Letter”), and the Parties now desire to enter into this Agreement to amend and restate the terms and conditions of the Existing Offer Letter as set forth herein; and
WHEREAS, the Executive has agreed to accept continued employment on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the Parties herein contained, the Parties hereto agree as follows:
(i) conduct by the Executive constituting a material act of misconduct in connection with the performance of the Executive’s duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of company property for personal purposes;
(ii) the Executive’s commission of acts satisfying the elements of (A) any felony or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud;
(iii) any misconduct by the Executive, regardless of whether or not in the course of the Executive’s employment, that would reasonably be expected to result in material injury or substantial reputational harm to the Company or any of its subsidiaries or affiliates if the Executive were to continue to be employed in the same position; for the avoidance of doubt, a violation of the Company’s anti-discrimination or anti-harassment policies shall constitute Cause pursuant to this (iii);
(iv) the Executive’s continued non-performance of the Executive’s duties hereunder (other than by reason of the Executive’s Disability) which has continued for more than 30 days following written notice of such non-performance from the Board;
(v) the Executive’s material breach of any of the provisions contained in this Agreement or the Restrictive Covenants Agreement; or
(vi) the Executive’s failure to reasonably cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being
instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.
a material diminution of the Executive’s Base Salary, other than in connection with, and substantially proportionate to, reductions by the Company of the base salaries of all or substantially all senior management employees of the Company;
a material diminution in the Executive’s role, duties, authority or responsibilities; provided, however, that a reduction in authority, duties or responsibilities primarily by virtue of the Company being acquired and made part of a larger entity (whether as a subsidiary, business unit or otherwise) will not constitute Good Reason;
a material change in the geographic location at which the Executive provides services to the Company, such that there is an increase of at least thirty (30) miles of driving distance to such location from the Executive’s principal residence as of such change; or
any material breach by the Company of this Agreement (to the extent not otherwise covered by this paragraph) or any other written agreement between the Company and the Executive;
“Good Reason Process” consists of the following steps: (i) the Executive reasonably determines in good faith that a Good Reason Condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason Condition within 90 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period of not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason Condition; (iv) notwithstanding such efforts, the Good Reason Condition continues to exist; and (v) the Executive terminates employment within 90 days after the end of the Cure Period. If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred.
(i) pay the Executive an amount equal to (x) six (6) months (the “Severance Period”) of the Executive’s Base Salary, and (y) the Executive’s Target Bonus for the year in which the Date of Termination occurs, without regard to whether the metrics have been established or achieved for such year (such bonus amount prorated to reflect the period during such year that the Executive was employed prior to the Date of Termination); and
(ii) provided the Executive is eligible for and timely elects to continue receiving group medical insurance pursuant to the “COBRA” law, continue to pay for six (6) months following the Executive’s termination date or until the Executive has secured other employment or is no longer eligible for coverage under COBRA, whichever occurs first, the share of the premium for health coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage, unless the Company’s provision of such COBRA payments will violate the nondiscrimination requirements of applicable law, in which case the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments, if to the Executive, shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA (collectively, the benefits set forth in Sections 8(b)(i)-(ii), the “Severance Benefits”).
(i) pay the Executive an amount equal to (x) nine (9) months (the “Change in Control Severance Period”) of the Executive’s Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher), and (y) an amount equal to seventy-five percent (75%) of the Executive’s Target Bonus for the year in which the Date of Termination occurs, without regard to whether the metrics have been established or achieved for such year;
(ii) provided the Executive is eligible for and timely elects to continue receiving group medical insurance pursuant to the “COBRA” law, continue to pay for nine (9) months following the Executive’s termination date or until the Executive has secured other employment or is no longer eligible for coverage under COBRA, whichever occurs first, the share of the premium for health coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage, unless the Company’s provision of such COBRA payments will violate the nondiscrimination requirements of applicable law, in which case the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments, if to the Executive, shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) notwithstanding anything to the contrary in any applicable equity incentive award agreement, stock option agreement or other stock-based award agreement, all equity incentive awards, stock options and other stock-based awards subject to time-based vesting held by the Executive shall be accelerated, such that all then-unvested equity awards that vest based solely on the passage of time immediately vest and become fully exercisable or non-forfeitable as of the Executive’s Date of Termination (collectively, the benefits set forth in Sections 8(c)(i)-(iii) referred to as the “Change in Control Severance Benefits”); provided that, if any equity incentive awards, stock options and other stock-based awards held by the Executive prior to the Effective Date have accelerated vesting terms that are more favorable to the Executive than those set forth in this Section 8(c)(iii), the vesting terms of those equity incentive awards, stock options or other stock-based awards shall apply as opposed to the accelerated vesting terms set forth in this Section 8(c)(iii) solely with respect to such awards.
(i) “Change in Ownership or Control” shall mean a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company determined in accordance with Section 280G(b)(2) of the Code.
(ii) “Contingent Compensation Payment” shall mean any payment (or benefit) in the nature of compensation that is made or made available (under this Agreement or otherwise) to or for the benefit of a “disqualified individual” (as defined in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company.
The provisions of this Section 9 are intended to apply to any and all payments or benefits available to the Executive under this Agreement or any other agreement or plan under which the Executive may receive Contingent Compensation Payments.
To the Executive: At the address set forth in the Executive’s personnel file
Xilio Therapeutics, Inc.
828 Winter Street, Suite 300
Waltham, MA 02451
Attention: Legal Department
Either Party may change the address to which notices are to be delivered by giving notice of such change to the other Party in the manner set forth in this Section 11.
[Signatures on Page Following]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
XILIO THERAPEUTICS, INC.
By:/s/ René Russo
Title: Chief Executive Officer
/s/ Kevin Brennan
[Signature Page to Employment Agreement]
Payments Subject to Section 409A
|(i)||Each installment of the severance payments due under the Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the Executive’s separation from service occurs, be paid within the short-term deferral period (as defined under Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A and shall be paid on the dates and terms set forth in the Agreement; and|
|(ii)||Each installment of the severance payments due under the Agreement that is not described in this Exhibit A, Section 1(c)(i) and that would, absent this subsection, be paid within the six-month period following the Executive’s “separation from service” from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not|
|provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the Executive’s second taxable year following the taxable year in which the separation from service occurs.|
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Xilio Therapeutics Announces Promotion of Katarina Luptakova, M.D., to Chief Medical Officer and Scott Coleman, Ph.D., to Chief Development Officer
Martin Huber, M.D., to leave Xilio Therapeutics and remain an advisor
WALTHAM, Mass., September 5, 2023 – Xilio Therapeutics, Inc. (Nasdaq: XLO), a clinical-stage biotechnology company discovering and developing tumor-activated immuno-oncology therapies for people living with cancer, today announced the promotion of Katarina Luptakova, M.D., to the role of chief medical officer and Scott Coleman, Ph.D., to the role of chief development officer, each effective as of September 5, 2023. Dr. Luptakova will succeed Martin Huber, M.D., who has served as the company’s chief medical officer since 2020 and as president and head of research and development since 2022. Dr. Huber will leave the company this month to pursue a chief executive officer opportunity and will remain an advisor to Xilio.
“The promotion of Katarina to chief medical officer and Scott to chief development officer are part of a thoughtful succession planning process jointly undertaken with the board and highlight the depth of Xilio’s internal talent,” said René Russo, Pharm.D., chief executive officer of Xilio. “Katarina has an extensive, proven track record in clinical oncology drug development, and her strong relationships with clinical investigators and oncology thought leaders have been critical to our clinical development efforts to date. Having worked closely with Scott across multiple companies over the years, I know how invaluable his drug development instincts, strategic thinking and scientific leadership are in building successful companies across all stages of development and a broad range of therapeutic areas. On behalf of Xilio and the board of directors, I want to thank Marty for his partnership in helping to develop our internal talent and rapidly translating our novel, tumor-selective platform into multiple clinical programs with promising early clinical data.”
Dr. Luptakova, a hematologist and oncologist, has 20 years of experience in clinical practice and oncology drug development and most recently served as Xilio’s senior vice president, medical since October 2022. Prior to joining Xilio as vice president, clinical research in December 2021, Dr. Luptakova served as vice president, clinical development at Constellation Pharmaceuticals, Inc. Prior to that, Dr. Luptakova served as senior medical director and clinical lead at Tesaro, Inc., where she contributed to the successful development and commercialization of multiple cancer therapies, including Zejula® (niraparib) and Blenrep® (belantamab mafodotin-blmf). Earlier in her career, Dr. Luptakova held roles of increasing responsibility at Takeda Oncology and was an attending physician in the bone marrow transplant and malignant hematology division at Beth Israel Deaconess Medical Center.
Dr. Coleman most recently served as Xilio’s senior vice president, nonclinical development and has over 25 years of experience in biotechnology and drug development, including contributing to the successful development and approval of multiple therapies across a broad range of therapeutic areas, including oncology. Prior to joining Xilio in June 2022, Dr. Coleman served as vice president, nonclinical development at Acceleron Pharma Inc., where he contributed to the development of sotatercept. Previously, Dr. Coleman served in senior scientific roles at Spero Therapeutics, Merck, Cubist Pharmaceuticals and Millennium Pharmaceuticals.
“With the recent encouraging early clinical data from our lead programs demonstrating tumor-selective activation in patients, Xilio has shown that it is capable of discovering, designing and advancing novel, tumor-activated I-O product candidates with differentiated clinical profiles,” said Martin Huber, M.D., president and head of research and development of Xilio. “It has been a privilege to help build Xilio to be the exciting, clinical-stage company that it is today with a deep leadership team, and I am grateful to René for her mentorship, encouragement and support in preparing me to pursue a CEO opportunity. Having worked closely with Katarina for many years, I am confident that she is the right person to lead the next stages of clinical development for Xilio’s pipeline and build on the strong research and development capabilities we’ve established, and I look forward to continuing my engagement with the company as an advisor.”
“I have been fortunate to work with our trial investigators from the start of clinical development for each of our three ongoing clinical-stage programs, and I am highly encouraged by our early data demonstrating tumor-selective activation of our molecules in patients. I believe Xilio’s platform and team have the ability to develop potentially transformative tumor-activated I-O therapies for people living with cancer, and I am honored to be appointed as Xilio’s chief medical officer,” said Dr. Luptakova.
“I look forward to partnering with the Xilio leadership team to build upon our strong scientific foundation and continue our rapid pace of innovation and execution,” said Dr. Coleman. “Xilio’s shared commitment to fostering an inclusive culture, science-focused approach and urgency for patients positions us well to advance the company through its next phase.”
About Xilio Therapeutics
Xilio Therapeutics is a clinical-stage biotechnology company 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 is using its proprietary geographically precise solutions (GPS) platform to build a pipeline of novel, tumor-activated molecules, including antibodies, cytokines and other biologics, which are designed to optimize their therapeutic index and localize anti-tumor activity within the tumor microenvironment. Xilio is currently advancing multiple programs for tumor-activated I-O treatments in clinical development, as well as programs in preclinical development. Learn more by visiting www.xiliotx.com and follow us on LinkedIn (Xilio Therapeutics, Inc.).
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding the ability to develop transformative tumor-activated I-O therapies for people living with cancer; the ability to advance the company through its next phase; the potential benefits of any of Xilio’s current or future product candidates in treating patients; and Xilio’s strategy, goals and anticipated financial performance, milestones, business plans and focus. The words “aim,” “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “seek,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this press release are based on management’s current expectations and beliefs and are subject to a number of important risks, uncertainties and other factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release, including, without limitation, risks and uncertainties related to ongoing and planned research and development activities, including initiating, conducting or completing preclinical studies and clinical trials and the timing and results of such preclinical studies or clinical trials; the delay of any current or planned preclinical studies or clinical trials or the development of Xilio’s current or future product candidates; Xilio’s ability to obtain and maintain sufficient preclinical and clinical supply of current or future product candidates; Xilio’s advancement of multiple early-stage programs; there can be no assurance that interim or preliminary preclinical or clinical data or results will be predictive of future preclinical or clinical data or results; Xilio’s ability to successfully demonstrate the safety and efficacy of its product candidates and gain approval of its product candidates on a timely basis, if at all; results from preclinical studies or clinical trials for Xilio’s product candidates, which may not support further development of such product candidates; actions of regulatory agencies, which may affect the initiation, timing and progress of current or future clinical trials; Xilio’s ability to obtain, maintain and enforce patent and other intellectual property protection for current or future product candidates; Xilio’s ability to obtain and maintain sufficient cash resources to fund its operations beyond the end of the second quarter of 2024; the impact of international trade policies on Xilio’s business, including U.S. and China trade policies; and Xilio’s ability to maintain its clinical trial collaboration with Roche to develop XTX101 in combination with atezolizumab. These and other risks and uncertainties are described in greater detail in the sections entitled “Risk Factor Summary” and “Risk Factors” in Xilio’s filings with the U.S. Securities and Exchange Commission (SEC), including Xilio’s most recent Quarterly Report on Form 10-Q and any other filings that Xilio has made or may make with the SEC in the future. Any forward-looking statements contained in this press release represent Xilio’s views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date. Except as required by law, Xilio explicitly disclaims any obligation to update any forward-looking statements.
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