X4 Pharmaceuticals Inc
For the period ended Dec 31, 2023. Filed Mar 21, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 21, 2024
XFOR$3.25-2.6%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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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-36 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 Redeemable Common Stock and 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.
| Exhibit No. | Exhibit Description | Form | Exhibit | Date | Se File/ Ref No. |
|---|---|---|---|---|---|
| 3.1 | Restated Certificate of Incorporation, as amended, as of September 1, 2022 | 8-K | 3.1 | 9/1/2022 | 001-38295 |
| 3.2 | 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 Warrant to Purchase Common Stock of the Company (formerly Series A Preferred Stock of X4 Therapeutics, Inc. (formerly X4 Pharmaceuticals, Inc.)) issued to Silicon Valley Bank and Life Science Loans, LLC. | 8-K | 4.2 | 3/13/2019 | 001-38295 |
| 4.3 | Form of Warrant to Purchase Common Stock of the Company (formerly Series A Preferred Stock of X4 Therapeutics, Inc. (formerly X4 Pharmaceuticals, Inc.)) issued to Maxim Partners LLC. | 8-K | 4.3 | 3/13/2019 | 001-38295 |
| 4.4 | Form of Warrant to Purchase Common Stock of the Company (formerly Series B Preferred Stock of X4 Therapeutics, Inc. (formerly X4 Pharmaceuticals, Inc.)). | 8-K | 4.4 | 3/13/2019 | 001-38295 |
| 4.5 | Form of Warrant to Purchase Common Stock of the Company (formerly Series B Preferred Stock of X4 Therapeutics, Inc. (formerly X4 Pharmaceuticals, Inc.)) issued to Hercules Capital, Inc. | 8-K | 4.5 | 3/13/2019 | 001-38295 |
| 4.6 | Warrant Modification Agreement, dated as of December 11, 2018, with Hercules Capital, Inc. | 8-K | 4.6 | 3/13/2019 | 001-38295 |
| 4.7 | Form of Prefunded Warrant. | 8-K | 4.1 | 04/12/2019 | 001-38295 |
| 4.8 | Form of Class A Warrant | 8-K | 4.2 | 04/12/2019 | 001-38295 |
| 4.9 | Form of Prefunded Warrant | 8-K | 4.1 | 11/29/2019 | 001-38295 |
| 4.10 | Securities Purchase Agreement, dated March 18, 2021, by and among X4 Pharmaceuticals, Inc. and the persons party thereto. | 8-K | 10.1 | 3/19/2019 | 001-38295 |
| 4.11 | Registration Rights Agreement, dated March 18, 2021, by and among X4 Pharmaceuticals, Inc. and the persons party thereto. | 8-K | 10.2 | 3/19/2019 | 001-38295 |
| 4.12 | Form of March 2021 Prefunded Warrant | 8-K | 4.1 | 3/19/2019 | 001-38295 |
| 4.13 | Securities Purchase Agreement, dated November 5, 2021, by and among X4 Pharmaceuticals, Inc. and the persons party thereto. | 8-K | 10.1 | 11/5/2021 | 001-38295 |
| 4.14 | Registration Rights Agreement, dated November 5, 2021, by and among X4 Pharmaceuticals, Inc. and the persons party thereto. | 8-K | 10.2 | 11/5/2021 | 001-38295 |
| 4.15 | Form of November 2021 Prefunded Warrant | 8-K | 4.1 | 11/5/2021 | 001-38295 |
| 4.16 | 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 |
| 4.17 | Description of Registered Securities | 10-K | 4.17 | 3/21/2023 | 001-38295 |
| 4.18 | Form of March 2022 Prefunded Warrant | 8-K | 4.1 | 3/3/2022 | 001-38295 |
| 4.19 | Securities Purchase Agreement, dated March 3, 2022, by and among X4 Pharmaceuticals, Inc. and the persons party thereto. | 8-K | 10.1 | 3/3/2022 | 001-38295 |
| 4.20 | Registration Rights Agreement, dated March 3, 2022, by and among X4 Pharmaceuticals, Inc. and the persons party thereto. | 8-K | 10.2 | 3/3/2022 | 001-38295 |
| 4.21 | 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 |
| 4.22 | Registration Rights Agreement, dated as of January 14, 2022, by and between X4 Pharmaceuticals, Inc. and Lincoln Park Capital Fund, LLC. | 8-K | 10.2 | 1/14/2022 | 001-38295 |
| 4.23 | Securities Purchase Agreement, dated June 30, 2022, by and among X4 Pharmaceuticals Inc. and the persons party thereto. | 8-K | 10.1 | 7/1/2022 | 001-38295 |
| 4.24 | Registration Rights Agreement, dated June 30, 2022, by and among X4 Pharmaceuticals Inc. and the persons party thereto. | 8-K | 10.2 | 7/1/2022 | 001-38295 |
| 4.25 | Registration Rights Agreement, dated May 15, 2023, by and among X4 Pharmaceuticals, Inc. and the persons party thereto. | 8-K | 10.2 | 5/16/2023 | 001-38295 |
| 4.26 | Securities Purchase Agreement, dated May 15, 2023, by and among X4 Pharmaceuticals, Inc. and the persons party thereto. | 8-K | 10.1 | 5/16/2023 | 001-38295 |
| 4.27 | Form of July 2022 Pre-Funded Warrant | 8-K | 4.1 | 7/1/2022 | 001-38295 |
| 4.28 | Form of July 2022 Warrant | 8-K | 4.2 | 7/1/2022 | 001-38295 |
| 4.29 | Form of December 2022 Pre-Funded Warrant | 8-K | 4.1 | 12/9/2022 | 001-38295 |
| 4.30 | Form of Class C Warrant. | 8-K | 4.2 | 12/9/2022 | 001-38295 |
| 4.31 | Form of May 2023 Pre-Funded Warrant. | 8-K | 4.1 | 5/16/2023 | 001-38295 |
| 10.1@ | 2015 Employee, Director and Consultant Equity Incentive Plan, as amended. | 8-K | 10.1.1 | 3/13/2019 | 001-38295 |
| 10.2@ | Form of Stock Option Agreement under the 2015 Employee, Director and Consultant Equity Incentive Plan, as amended. | 8-K | 10.1.2 | 4/2/2019 | 001-38295 |
| 10.3@ | Form of Restricted Stock Unit Agreement under the 2015 Employee, Director and Consultant Equity Incentive Plan, as amended | 8-K | 10.6 | 6/17/2019 | 001-38295 |
| 10.4@ | Amended and Restated 2017 Equity Incentive Plan | S-8 | 99.1 | 6/10/2020 | 333-239082 |
| 10.5@ | Form of Incentive Stock Option Agreement under the 2017 Equity Incentive Plan | S-1 | 10.8 | 10/20/2017 | 001-38295 |
| 10.6@ | Form of Nonstatutory Stock Option Agreement under the 2017 Equity Incentive Plan | S-1 | 10.9 | 10/20/2017 | 001-38295 |
| 10.7@ | Form of Restricted Stock Agreement under the 2017 Equity Incentive Plan | 8-K | 10.6 | 11/27/2018 | 001-38295 |
| 10.8@ | Form of Restricted Stock Unit Agreement under the 2017 Equity Incentive Plan | 8-K | 10.5 | 6/19/2019 | 001-38295 |
| 10.9@ | Form of Performance-Based Restricted Stock Unit | S-8 | 99.6 | 6/10/2020 | 333-239082 |
| 10.10@ | X4 Pharmaceuticals Inc. Amended and Restated 2017 Employee Stock Purchase Plan | 10-Q | 10.4 | 8/10/2023 | 001-38295 |
| 10.11@ | X4 Pharmaceuticals, Inc. 2019 Amended and Restated Inducement Equity Incentive Plan | 10-Q | 10.3 | 8/10/2023 | 001-38295 |
| 10.12@ | Form of Stock Option Agreement under the 2019 Inducement Equity Incentive Plan | 8-K | 10.2 | 6/17/2019 | 001-38295 |
| 10.13@ | Form of Restricted Stock Agreement under the 2019 Inducement Equity Incentive Plan | 8-K | 10.3 | 6/17/2019 | 001-38295 |
| 10.14@ | Form of Restricted Stock Unit Agreement under the 2019 Inducement Equity Incentive Plan | 8-K | 10.4 | 6/17/2019 | 001-38295 |
| 10.15@ | Form of Indemnification Agreement (for directors and executive officers) | S-1/A | 10.36 | 11/06/2017 | 001-38295 |
| 10.16@ | Director Compensation Policy | 10.16 | 10.16 | 3/21/2023 | 001-38295 |
| 10.17@ | Amended and Restated Executive Employment Agreement, dated as of March 13, 2019, by and between the Company and Paula Ragan, Ph.D. | 8-K | 10.3 | 3/13/2019 | 001-38295 |
| 10.18@ | 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 | 10.1 | 3/31/2020 | 001-38295 |
| 10.19@ | 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 |
| 10.20@ | Amended and Restated Executive Employment Agreement, dated as of March 7, 2022 by and between the Company and Mary DiBiase | 10-K | 10.23 | 3/17/2022 | 001-38295 |
| 10.21@ | Executive Employment Agreement, dated as of November 14, 2022, by and between the Company and Murray Stewart | 10-K | 10.21 | 3/21/2023 | 001-38295 |
| 10.22# | 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 |
| 10.23# | 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 |
| 10.24# | License Agreement, dated as of December 13, 2016, by and between X4 Therapeutics, Inc. (formerly X4 Pharmaceuticals, Inc.) and Georgetown University. | 8-K/A | 10.7# | 5/13/2019 | 001-38295 |
| 10.25# | Exclusive License Agreement, dated as of December 23, 2016, by and between X4 Therapeutics, Inc. (formerly X4 Pharmaceuticals, Inc.) and Beth Israel Deaconess Medical Center. | 8-K/A | 10.8# | 5/13/2019 | 001-38295 |
| 10.26 | License Agreement, dated as of November 13, 2020, by and between X4 Pharmaceuticals Inc. and the Dana Farber Cancer Institute. | 10-K | 10.33 | 3/19/2021 | 001-38295 |
| 10.27+ | 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 |
| 10.28 | 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 |
| 10.29 | Master Services Agreement, dated September 10, 2015, by and between X4 Pharmaceuticals Inc. and Mayne Pharma Inc. (formerly known as Metrics, Inc.). | 10-K | 10.35 | 3/12/2020 | 001-38295 |
| 10.30 | Amendment No. 1 to Master Services Agreement, dated August 25, 2017, by and between X4 Pharmaceuticals Inc. and Mayne Pharma Inc. (formerly known as Metrics, Inc.) | 10-K | 10.36 | 3/12/2020 | 001-38295 |
| 10.31 | Amendment No. 2 to Master Services Agreement, dated February 28, 2020, by and between X4 Pharmaceuticals Inc. and Mayne Pharma Inc. | 10-K | 10.37 | 3/12/2020 | 001-38295 |
| 10.32 | 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 |
| 10.33 | 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 |
| 10.34 | 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 |
| 10.35@ | Form of Stock Appreciation Right Agreement under the X4 Pharmaceuticals, Inc. Amended and Restated 2017 Equity Incentive Plan. | 8-K | 10.1 | 11/9/2022 | 001-38295 |
| 10.36+ | 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 |
| 10.37* | Amendment No. 3 to Master Services Agreement, dated August 3, 2023, by and between X4 Pharmaceuticals Inc., and Catalent. | ||||
| 21.1 | List of Subsidiaries | 10-K | 21.1 | 3/17/2022 | 001-38295 |
| 23.1* | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm | ||||
| 31.1* | Certification of the Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 31.2* | Certification of the Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.1** | Certification of the Chief Executive Officer and Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 97.1@* | Incentive Compensation Recoupment Policy | ||||
| 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) | ||||
*Filed herewith
** The certifications furnished in Exhibit 32.1 hereto is deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.
Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type of information that the Registrant treats as private or confidential.
- Certain schedules and exhibits have been omitted from this Exhibit pursuant to Item 601(a)(5) of Regulation S-K. The Registrant will furnish a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission or its staff upon request.
@ Indicates management contract or compensatory plan
The agreements and other documents filed as exhibits to this Annual Report on Form 10-K are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.