X4 Pharmaceuticals, Inc
For the period ended Dec 31, 2025. Filed Mar 17, 2026.
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FY2025 · Filed Mar 17, 2026
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Item 15. Exhibit and Financial Statement Schedules
(1) Financial Statements
The following documents are included on pages F-1 through F-39 attached hereto and are filed as part of this Annual Report.
| Page | |||
| Report of Independent Registered Public Accounting Firm | F-2 | ||
|---|---|---|---|
| PricewaterhouseCoopers LLP | Boston, MA | (Firm ID 238) | |
| Consolidated Balance Sheets | F-4 | ||
| Consolidated Statements of Operations and Comprehensive Loss | F-5 | ||
| Consolidated Statements of Stockholders’ Equity | F-6 | ||
| Consolidated Statements of Cash Flows | F-7 | ||
| Notes to Consolidated Financial Statements | F-8 | ||
(2) Financial Statement Schedules:
All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the consolidated financial statements or the notes thereto.
(3) Exhibits
| Incorporated by Reference to: | |||||
|---|---|---|---|---|---|
| ExhibitNo. | Exhibit Description | Form | Exhibit No. | Filing Date | File No. |
| 3.1 | Restated Certificate of Incorporation, as amended, as of September 1, 2022. | 8-K | 3.1 | 09/01/2022 | 001-38295 |
| 3.2 | Certificate of Amendment to the Restated Certificate of Incorporation of X4 Pharmaceuticals, Inc. | 8-K | 3.1 | 04/24/2025 | 001-38295 |
| 3.3 | Amended and Restated By-laws of the Company | 8-K | 3.2 | 11/20/2017 | 001-38295 |
| 4.1 | Form of Common Stock Certificate | 8-K | 4.1 | 3/13/2019 | 001-38295 |
| 4.2 | Form of August 2025 Pre-Funded Warrant. | 8-K | 4.1 | 8/12/2025 | 001-38295 |
| 4.3 | Form of Pre-Funded Warrant. | 8-K | 4.1 | 10/27/2025 | 001-38295 |
| 4.4 | Form of Registration Rights Agreement, dated August 11, 2025. | 8-K | 10.2 | 8/12/2025 | 001-38295 |
| 4.5 | Form of Registration Rights Agreement, dated August 12, 2025. | 8-K | 10.2 | 8/13/2025 | 001-38295 |
| 4.6 | Controlled Equity OfferingSM Sales Agreement, dated as of August 7, 2020, by and between X4 Pharmaceuticals, Inc. and B. Riley Securities, Inc., Cantor Fitzgerald & Co. and Stifel, Nicolaus & Company, Incorporated. | S-3 | 1.2 | 8/7/2020 | 001-38295 |
| 4.7 | Description of Registered Securities | 10-K | 4.17 | 3/21/2023 | 001-38295 |
| 4.8 | Purchase Agreement, dated as of January 14, 2022, by and between X4 Pharmaceuticals, Inc. and Lincoln Park Capital Fund, LLC. | 8-K | 10.1 | 1/14/2022 | 001-38295 |
| 4.9 | Form of July 2022 Pre-Funded Warrant | 8-K | 4.1 | 7/1/2022 | 001-38295 |
| 4.10 | Form of July 2022 Warrant | 8-K | 4.2 | 7/1/2022 | 001-38295 |
| 4.11 | Form of December 2022 Pre-Funded Warrant | 8-K | 4.1 | 12/9/2022 | 001-38295 |
| 4.12 | Form of Class C Warrant. | 8-K | 4.2 | 12/9/2022 | 001-38295 |
| 4.13 | Form of May 2023 Pre-Funded Warrant. | 8-K | 4.1 | 5/16/2023 | 001-38295 |
| 10.1@ | Amendment No. 1 to X4 Pharmaceuticals Inc., Amended and Restated 2019 Inducement Equity Incentive Plan. | 8-K | 10.3 | 8/12/2025 | 001-38295 |
| 10.2@ | Employment Agreement, dated as of August 11, 2025, by and between X4 Pharmaceuticals, Inc. and Adam Craig. | 10-Q | 10.2 | 11/5/2025 | 001-38295 |
| 10.3@ | Employment Agreement, dated as of August 11, 2025, by and between X4 Pharmaceuticals, Inc. and David Kirske. | 10-Q | 10.3 | 11/5/2025 | 001-38295 |
| 10.4@ | Employment Agreement, dated as of August 11, 2025, by and between X4 Pharmaceuticals, Inc. and John Volpone. | 10-Q | 10.4 | 11/5/2025 | 001-38295 |
| 10.5@ | Amended and Restated 2017 Equity Incentive Plan | S-8 | 99.1 | 6/10/2020 | 333-239082 |
| 10.6@ | Form of Incentive Stock Option Agreement under the 2017 Equity Incentive Plan | S-1 | 10.8 | 10/20/2017 | 001-38295 |
| 10.7@ | Form of Nonstatutory Stock Option Agreement under the 2017 Equity Incentive Plan | S-1 | 10.9 | 10/20/2017 | 001-38295 |
| 10.8@ | Form of Restricted Stock Agreement under the 2017 Equity Incentive Plan | 8-K | 10.6 | 11/27/2018 | 001-38295 |
| 10.9@ | Form of Restricted Stock Unit Agreement under the 2017 Equity Incentive Plan | 8-K | 10.5 | 6/19/2019 | 001-38295 |
| 10.10@ | Form of Performance-Based Restricted Stock Unit | S-8 | 99.6 | 6/10/2020 | 333-239082 |
| 10.11@ | X4 Pharmaceuticals Inc. Amended and Restated 2017 Employee Stock Purchase Plan | 10-Q | 10.4 | 8/10/2023 | 001-38295 |
| 10.12@ | X4 Pharmaceuticals, Inc. 2019 Amended and Restated Inducement Equity Incentive Plan | 10-Q | 10.3 | 8/10/2023 | 001-38295 |
| 10.13@ | Form of Stock Option Agreement under the 2019 Inducement Equity Incentive Plan | 8-K | 10.2 | 6/17/2019 | 001-38295 |
| 10.14@ | Form of Restricted Stock Agreement under the 2019 Inducement Equity Incentive Plan | 8-K | 10.3 | 6/17/2019 | 001-38295 |
| 10.15@ | Form of Restricted Stock Unit Agreement under the 2019 Inducement Equity Incentive Plan | 8-K | 10.4 | 6/17/2019 | 001-38295 |
| 10.16@ | Form of Indemnification Agreement (for directors and executive officers) | S-1/A | S-1/A | 11/06/2017 | 001-38295 |
| 10.17@ | Director Compensation Policy | 10-K | 10.16 | 3/21/2023 | 001-38295 |
| 10.18@ | Amended and Restated Executive Employment Agreement, dated as of March 13, 2019, by and between the Company and Paula Ragan, Ph.D. | 8-K | 8-K | 3/13/2019 | 001-38295 |
| 10.19@ | Amendment to Amended and Restated Executive Employment Agreement, dated as of March 13, 2019, dated February 13, 2020 by and between the Company and Paula Ragan, Ph.D. | 10-Q | 10-Q | 3/31/2020 | 001-38295 |
| 10.20@ | Second Amended and Restated Executive Employment Agreement, dated as of March 7, 2022 by and between the Company and Adam S. Mostafa. | 10-K | 10.19 | 3/17/2022 | 001-38295 |
| 10.21 | License Agreement, dated as of July 10, 2014, by and between X4 Therapeutics, Inc. (formerly X4 Pharmaceuticals, LLC) and Genzyme Corp., a Sanofi company. | 8-K | 10.5# | 3/13/2019 | 001-38295 |
| 10.22 | Amendment No. 1 to License Agreement, dated as of October 23, 2014, by and between X4 Therapeutics, Inc. (formerly X4 Pharmaceuticals, Inc.) and Genzyme Corporation, a Sanofi company. | 8-K/A | 10.6# | 5/13/2019 | 001-38295 |
| 10.23 | License Agreement and Supply Agreement, dated as of January 13, 2025, by and between X4 Pharmaceuticals Inc. and Norgine Pharma UK Limited | 10-K | 10.38# | 3/25/2025 | 001-38295 |
| 10.24 | Master Services Agreement, dated September 10, 2015, by and between X4 Pharmaceuticals Inc. and Catalent, Inc. | 10-K | 10.35 | 3/12/2020 | 001-38295 |
| 10.25 | Amendment No. 1 to Master Services Agreement, dated August 25, 2017, by and between X4 Pharmaceuticals Inc. and Catalent, Inc. | 10-K | 10.36 | 3/12/2020 | 001-38295 |
| 10.26 | Amendment No. 2 to Master Services Agreement, dated February 28, 2020, by and between X4 Pharmaceuticals Inc. and Catalent, Inc. | 10-K | 10.37 | 3/12/2020 | 001-38295 |
| 10.27 | Amendment No. 3 to Master Services Agreement, dated August 3, 2023, by and between X4 Pharmaceuticals Inc., and Catalent. | 10-K | 10.37 | 3/21/2024 | 001-38295 |
| 10.28 | Master Services Agreement, dated February 19, 2016, by and between X4 Pharmaceuticals Inc. and Aptuit (Oxford) Limited | 10-K | 10.38 | 3/12/2020 | 001-38295 |
| 10.29 | Amendment No. 1 to Master Services Agreement, dated February 19, 2016, by and between X4 Pharmaceuticals Inc. and Aptuit (Oxford) Limited. | 10-K | 10.39 | 3/12/2020 | 001-38295 |
| 10.30 | Amendment No. 2 to Master Services Agreement, dated February 19, 2021, by and between X4 Pharmaceuticals Inc. and Aptuit (Oxford) Limited. | 10-K | 10.48 | 3/19/2021 | 001-38295 |
| 10.31 | Amendment No. 3 to Master Services Agreement, dated February 19, 2024, by and between X4 Pharmaceuticals Inc. and Aptuit (Oxford) Limited. | 10-K | 10.35 | 3/25/2025 | 001-38295 |
| 10.32 | Second Amended and Restated Loan and Security Agreement, dated as of January 6, 2023, by and among X4 Pharmaceuticals, Inc., X4 Therapeutics, Inc., Hercules Capital, Inc. and Hercules Capital Funding IV LLC and Hercules Capital Funding Trust 2022-1 | 10-K | 10.27 | 3/21/2023 | 001-38295 |
| 10.33 | First Amendment to Second Amended and Restated Loan and Security Agreement, dated as of August 2, 2023, by and among X4 Pharmaceuticals, Inc., X4 Therapeutics, Inc, Hercules Capital, Inc. and Hercules Capital Funding IV LLC and Hercules Capital Funding Trust 2022-1. | 10-Q | 10.1 | 11/09/2023 | 001-38295 |
| 10.34 | Lease, dated as of November 11, 2019, by and between X4 Pharmaceuticals Inc. and Beacon North Village, LLC. | 10-K | 10.32 | 3/12/2020 | 001-38295 |
| 10.35 | Amended and Restated Non-Employee Director Compensation Policy, dated February 13, 2024 | 10-Q | 10.16 | 5/01/2025 | 001-38295 |
| 10.36 | Purchase Agreement, dated June 23, 2025, by and between the Company and Lincoln Park Capital Fund, LLC | 8-K | 10.1 | 6/23/2025 | 001-38295 |
| 10.37 | Registration Rights Agreement, dated June 23, 2025, by and between the Company and Lincoln Park Capital Fund, LLC. | 8-K | 10.2 | 6/23/2025 | 001-38295 |
| 19.1 | Insider Trading Policy | 10-Q | 10.3 | 8/08/2024 | 001-38295 |
| 21.1 | List of Subsidiaries | 10-K | 21.1 | 3/17/2022 | 001-38295 |
| 23.1* | Consent of PricewaterhouseCoopers LLP, Independent Registered Accounting Firm | ||||
| 31.1* | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* · Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||
|---|---|---|---|---|---|
| 32.1** · Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||
| 97.1 | Incentive Compensation Recoupment Policy | 10-K | 97.1 | 3/21/2024 | 001-38295 |
| 101.INS* | Inline XBRL Instance Document | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
- Filed herewith
** The certification attached as Exhibit 32.1 accompanying this Annual Report on Form 10-K is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
@ Indicates management contract or compensatory plan.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.