{"url_path":"/sec/xlo/10-q/2026/item-6","section_key":"item-6","section_title":"Item 6 Exhibits","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/1840233/0001193125-26-218200-index.html","accession_number":"0001193125-26-218200","cik":"0001840233","ticker":"XLO","issuer_name":"Xilio Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1840233/0001193125-26-218200-index.html","primary_entity_key":"0001840233","primary_entity_name":"Xilio Therapeutics, Inc."},"word_count":564,"has_tables":true,"body_markdown":"# Item 6. Exhibits\n\nEXHIBIT INDEX\n\n \n\nExhibit\n\nNumber\n\n \n\nDescription\n\n3.1\n\n \n\n[Restated Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to the Registrant's Form 10-K (File No. 001-40925), filed with the Securities and Exchange Commission on March 23, 2026)](https://www.sec.gov/Archives/edgar/data/1840233/000119312526118550/xlo-ex3_1.htm)\n\n3.2\n\n \n\n[Second Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40925), filed with the Securities and Exchange Commission on April 3, 2023)](https://www.sec.gov/Archives/edgar/data/1840233/000155837023005393/xlo-20230328xex3d1.htm)\n\n4.1\n\n \n\n[Form of Pre-Funded Warrant Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on form 8-K (File No. 001-40925), filed with the Securities and Exchange Commission on February 12, 2026)](https://www.sec.gov/Archives/edgar/data/1840233/000119312526048942/d85184dex41.htm)\n\n10.1\n\n \n\n[Underwriting Agreement, dated February 11, 2026, by and between Xilio Therapeutics, Inc. and Leerink Partners LLC, as representative of the underwriter named therein (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on form 8-K (File No. 001-40925), filed with the Securities and Exchange Commission on February 12, 2026)](https://www.sec.gov/Archives/edgar/data/1840233/000119312526048942/d85184dex11.htm)\n\n10.2\n\n \n\n[Second Amended and Restated 2022 Inducement Stock Incentive Plan (incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report on Form 10-K (File No. 001-40925) filed with the Securities and Exchange Commission on March 23, 2026)](https://www.sec.gov/Archives/edgar/data/1840233/000119312526118550/xlo-ex10_9.htm)\n\n10.3\n\n \n\n[Amended and Restated Employment Agreement, dated January 1, 2026, by and between the Registrant and René Russo (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K (File No. 001-40925) filed with the Securities and Exchange Commission on March 23, 2026)](https://www.sec.gov/Archives/edgar/data/1840233/000119312526118550/xlo-ex10_15.htm)\n\n31.1*\n\n \n\n[Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](xlo-ex31_1.htm)\n\n31.2*\n\n \n\n[Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](xlo-ex31_2.htm)\n\n32.1+\n\n \n\n[Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 200](xlo-ex32_1.htm)2\n\n101.INS*\n\n \n\nXBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document\n\n101.SCH*\n\n \n\nInline XBRL Taxonomy Extension Schema with Embedded Linkbase Document\n\n104\n\n \n\n \n\nCover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)\n\n \n\n* Filed herewith.\n\n+ The certifications attached as Exhibit 32.1 are being furnished solely to accompany this Quarterly Report on Form 10-Q and will not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference into such filing.\n\n102\n\n[Table of Contents](#toc_page)\n\n \n\nSIGNATURES\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.\n\n \n\n \n\n \n\n \n\n \n\nXILIO THERAPEUTICS, INC.\n\n \n\n \n\n \n\nDate: May 12, 2026\n\nBy:\n\n/s/ René Russo\n\n \n\n \n\nRené Russo, Pharm.D.\n\n \n\n \n\nPresident and Chief Executive Officer\n\n \n\n \n\n(Principal Executive Officer)\n\n \n\n \n\n \n\nDate: May 12, 2026\n\nBy:\n\n/s/ Christopher Frankenfield\n\n \n\n \n\nChristopher Frankenfield\n\n \n\n \n\nChief Financial Officer and Chief Operating Officer\n\n \n\n \n\n(Principal Financial and Accounting Officer)\n\n \n\n103"}