X4 Pharmaceuticals, Inc

DEF 14A 1 a2025def14aspecialmeetingu.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

X4 Pharmaceuticals, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing Fee (Check the appropriate box):

X4 PHARMACEUTICALS, INC.

61 North Beacon Street, 4 th Floor

Boston, Massachusetts 02134

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On April 17, 2025

Dear Stockholder of X4 Pharmaceuticals, Inc.:

You are cordially invited to attend the 2025 Special Meeting of Stockholders of X4 Pharmaceuticals, Inc., a Delaware corporation (the “Company”). The Special Meeting will be held on Thursday, April 17, 2025 at 8:00 a.m. Eastern Time at the offices of Goodwin Procter LLP, 100 Northern Avenue, 17th Floor, Boston, Massachusetts 02210. The Special Meeting will be held for the following purposes:

1. The approval of an amendment to our Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”) to combine outstanding shares of our common stock, par value $0.001 per share (“Common Stock”), into a lesser number of outstanding shares (the “Reverse Stock Split”), by a ratio of not less than one-for-fifteen and not more than one-for-thirty, with the exact ratio to be set within this range by our board of directors (the “Board”) in its sole discretion (the “Reverse Stock Split Proposal” or “Proposal No. 1”).

2. The approval of an adjournment of the Special Meeting, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes in favor of Proposal No. 1 (the “Adjournment Proposal” or “Proposal No. 2”).

These items of business are more fully described in this proxy statement (the “Proxy Statement”).

The record date for the Special Meeting is March 13, 2025. Only stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournment or postponement thereof. A list of stockholders entitled to vote at the Special Meeting will be available at our principal executive offices for examination during normal business hours by any stockholder for any purpose germane to the Special Meeting for a period of ten (10) days ending the day prior to the Special Meeting.

By Order of the Board of Directors,

Adam S. Mostafa

Chief Financial Officer, Treasurer and Corporate Secretary

Boston, Massachusetts

March 24, 2025

You are cordially invited to attend the Special Meeting. Whether or not you expect to attend the Special Meeting, please vote by telephone or through the Internet, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the Special Meeting. Voting instructions are provided in a paper proxy card by mail and are printed on your proxy card and included in the accompanying Proxy Statement. Even if you have voted by proxy, you may still vote in person if you attend the Special Meeting. Please note, however, that if your shares are held of record by a brokerage firm, bank or other agent and you wish to vote at the Special Meeting, you must obtain a proxy issued in your name from that agent in order to vote your shares that are held in such agent’s name and account.

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