X4 Pharmaceuticals, Inc

Appointment of Executive Chairman, Director and Principal Executive Officer

In connection with the CEO Separation, on August 11, 2025, the Board appointed Adam Raymond Craig, M.D., Ph.D., as the Executive Chairman and “principal executive officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), effective as of the Effective Time.

On August 11, 2025, the Board also appointed Dr. Craig to serve on the Board as a Class II director, effective as of the Effective Time, until the Company’s annual meeting of stockholders in 2028 or his earlier death, resignation or removal. Also on August 11, 2025, Michael Wyzga notified the Board of his decision to transition from the Chairman of the Board to lead independent director of the Board, and the Board appointed Dr. Craig as the Chairman of the Board, in each case, effective as of the Effective Time.

Dr. Craig, age 59, most recently served as the Interim President and Chief Executive Officer of Stratus Therapeutics, Inc. (“Stratus Therapeutics,” formerly known as Garuda Therapeutics, Inc.) from August 2024 until March 2025. He also served as President, Chief Executive Officer and Interim Chief Medical Officer of CTI BioPharma Corp. (“CTI BioPharma”) and as a member of its board of directors from March 2017 until June 2023. He is a physician and experienced biopharmaceutical industry leader with extensive expertise in corporate strategic operations and governance, investor relations and financing; U.S. and EU regulatory engagement; and medical affairs and hematology and oncology research. Prior to CTI BioPharma, Dr. Craig worked as an independent consultant providing strategic and operational advice and support to CTI BioPharma and other hematology/oncology biotechnology companies since 2016. Prior to consulting, Dr. Craig was Chief Medical Officer and Executive Vice President of Development of Sunesis Pharmaceuticals, a biopharmaceutical company developing novel targeted inhibitors for the treatment of hematologic and solid cancers, from 2012 to 2016. From 2008 to 2012, Dr. Craig was Chief Medical Officer and Senior Vice President of Chemgenex Pharmaceuticals Ltd, a biotechnology company which was acquired by Cephalon/Teva Pharmaceuticals in 2011. He also served as a Product Development Reviewer for the Cancer Prevention Research Institute of Texas. Dr. Craig has been a member of the board of directors of Stratus Therapeutics since August 2024. Dr. Craig earned his Medical Degree from Charing Cross and Westminster Medical School, University of London, a Ph.D. in Molecular Oncology from Leeds University in the U.K. and an M.B.A. from The Open University Business School (U.K.). Dr. Craig completed post-graduate training in Paediatrics, Neonatology and Paediatric Oncology and is a Member of both the Royal College of Physicians (London) and the Royal College of Paediatrics and Child Health. Dr. Craig’s experience as an executive in the pharmaceutical industry and knowledge of biopharmaceuticals led the Board to conclude that he is qualified to serve as a Class II director on the Board.

There are no family relationships between Dr. Craig and any director or executive officer of the Company. Dr. Craig is not party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Dr. Craig and any other persons pursuant to which he was selected as the Executive Chairman or a director. In addition, Dr. Craig will enter into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing officers and directors.

The Company entered into an employment agreement, dated August 11, 2025, with Dr. Craig (the “Craig Employment Agreement”), pursuant to which Dr. Craig will become the Executive Chairman of the Company, effective as of the Effective Time. The Craig Employment Agreement provides for, among other things, Dr. Craig’s service for 24 hours per week, an annual base salary of £340,000 (GBP) (equal to approximately $457,266), a target annual bonus opportunity of 60% of his base salary each year (with the target bonus for 2025 being pro-rated), an option grant equal to 1,609,873 shares of Common Stock subject to time-based vesting and a performance-based option grant equal to 2,640,845 shares of Common Stock. In addition, the Company shall reimburse Dr. Craig for the cost incurred by him to maintain private medical and dental insurance in an amount equal to £1,000 (GBP) per month. Dr. Craig will also be eligible to participate in the Company’s general employee benefit plans during his employment term.

Pursuant to the Craig Employment Agreement, if Dr. Craig is terminated without “Cause” or resigns for “Good Reason” (as such terms are defined in the Craig Employment Agreement), he will be entitled to: (i) all accrued and unpaid base salary through the termination date; (ii) continuing severance pay at a rate equal to one hundred percent (100%) of Dr. Craig’s base salary, plus the pro-rata portion of Dr. Craig’s target bonus for the calendar year in which the termination occurs based on the period worked by Dr. Craig during such calendar year prior to termination, as then in effect (less applicable withholding), for a period of eighteen (18) months from the date of such termination, to be paid in a single lump sum in accordance with the Company’s normal payroll practices within sixty (60) days following the date of termination; (iii) reimbursement of all business expenses for which Dr. Craig is entitled to reimbursement; (iv) the pro-rata portion of Dr. Craig’s target bonus for the calendar year in which the termination occurs based on the period worked such calendar year prior to termination; (v) reimbursement for Dr. Craig’s private medical and dental insurance in an amount equal to £1,000 (GBP) per month, until the earlier of eighteen (18) months from the date of termination or the date upon which Dr. Craig becomes eligible to receive health benefits through another employer; and (vi) accelerated vesting of any then-outstanding unvested equity awards. In the event that Dr. Craig is terminated without “Cause” or resigns for “Good Reason” within twenty-four (24) months after a “change of control period” (as such terms are defined in the Craig Employment Agreement), then he is entitled to: (i) all accrued and unpaid base salary through the termination date; (ii) continuing severance pay at a rate equal to 100% of Dr. Craig’s base salary, plus Dr. Craig’s target bonus, as then in effect (less applicable withholding), for a period of eighteen (18) months from the date of such termination, to be paid in a single lump sum in accordance with the Company’s normal payroll practices within sixty (60) days following the date of termination; (iii) reimbursement of all business expenses for which Dr. Craig is entitled to be reimbursed, but for which Dr. Craig has not yet been reimbursed as of the date of the termination; (iv) an amount equal to 100% of Dr. Craig’s target bonus for the calendar year in which the termination or resignation occurs in advance of such Target Bonus being earned; (v) reimbursement for Dr. Craig’s private medical and dental insurance in an amount equal to £1,000 (GBP) per month, until the earlier of eighteen (18) months from the date employment terminates or the date upon which Dr. Craig becomes eligible to receive health benefits through another employer; and (vi) the full acceleration of vesting of any then-outstanding unvested equity awards as of the date Dr. Craig’s employment with the Company terminated.

The foregoing description of the Craig Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Craig Employment Agreement, a copy of which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

Appointment of President

On August 11, 2025, John Volpone was appointed President of the Company, effective as of the Effective Time.

Mr. Volpone, age 50, is an independent biopharma consultant providing a variety of regulatory and business strategy consulting services since June 2023. Previously, he served in various roles at CTI BioPharma, including most recently as Executive Vice President and Chief of Staff from September 2021 until June 2023, Senior Vice President, Strategic Operations from September 2020 until September 2021 and Vice President, Strategic Operations – Global Program Lead from September 2017 until September 2020. He is an experienced biopharmaceutical leader in strategic business partnerships, licensing, regulatory engagements and commercialization. Mr. Volpone holds an M.B.A. from Seattle University and a B.Sc. in Biochemistry from University of Washington.

There are no family relationships between Mr. Volpone and any director or executive officer of the Company. There are no arrangements or understandings between Mr. Volpone and any other person pursuant to which he was appointed as President of the Company, nor are there any transactions to which the Company is or was a participant in which Mr. Volpone has a material interest subject to disclosure pursuant to Item 404(a) of Regulation S-K. In addition, Mr. Volpone will enter into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing officers.

The Company entered into an employment agreement, dated August 11, 2025, with Mr. Volpone (the “Volpone Employment Agreement”), pursuant to which Mr. Volpone will become the President of the Company, effective as of the Effective Time. The Volpone Employment Agreement provides for, among other things, an annual base salary of $450,000, a target annual bonus opportunity of 40% of his base salary each year (with the target bonus for 2025 being pro-rated), an option grant equal to 1,609,873 shares of Common Stock subject to time-based vesting and a performance-based option grant equal to 2,640,845 shares of Common Stock. Mr. Volpone will also be eligible to participate in the Company’s general employee benefit plans during his employment term.

Pursuant to the Volpone Employment Agreement, if Mr. Volpone is terminated without “Cause” or resigns for “Good Reason” (as such terms are defined in the Volpone Employment Agreement), he will be entitled to: (i) all accrued and unpaid base salary through the termination date; (ii) continuing severance pay at a rate equal to one hundred percent (100%) of Mr. Volpone’s base salary, plus the pro-rata portion of Mr. Volpone’s target bonus for the calendar year in which the termination occurs based on the period worked by Mr. Volpone during such calendar year prior to termination, as then in effect (less applicable withholding), for a period of twelve (12) months from the date of such termination, to be paid in a single lump sum in accordance with the Company’s normal payroll practices within sixty (60) days following the date of termination; (iii) reimbursement of all business expenses for which Mr. Volpone is entitled to reimbursement, but for which Mr. Volpone has not yet been reimbursed; (iv) the pro-rata portion of the target bonus for the calendar year in which the termination occurs based on the period worked by Mr. Volpone during such calendar year prior to termination; (v) provided that Mr. Volpone elects COBRA coverage, reimbursement for a portion of each COBRA premium payment equal to the portion the Company contributed to such health insurance premium cost as of the date Mr. Volpone’s employment terminates, until the earlier of twelve (12) months from the date of termination or the date upon which Mr. Volpone becomes eligible to receive health benefits through another employer; and (vi) accelerated vesting of any then-outstanding unvested equity awards. In the event that Mr. Volpone is terminated without “Cause” or resigns for “Good Reason” within twenty-four (24) months after a “change of control period” (as such terms are defined in the Volpone Employment Agreement), then he is entitled to: (i) Mr. Volpone’s base salary through the effective date of the termination or resignation; (ii) continuing severance pay at a rate equal to 100% of Mr. Volpone’s base salary, plus Mr. Volpone’s target bonus, as then in effect (less applicable withholding), for a period of twelve (12) months from the date of such termination, to be paid in a single lump sum in accordance with the Company’s normal payroll practices within sixty (60) days following the date of termination; (iii) reimbursement of all business expenses for which Mr. Volpone is entitled to be reimbursement, but for which Mr. Volpone has not yet been reimbursed as of the date of the termination or resignation; (iv) an amount equal to 100% of Mr. Volpone’s target bonus for the calendar year in which the termination or resignation occurs in advance of such target bonus being earned; (v) provided that Mr. Volpone elects COBRA coverage, reimbursement for a portion of each COBRA premium payment equal to the portion the Company contributed to such health insurance premium cost as of the date Mr. Volpone’s employment terminates, until the earlier of twelve (12) months from the date employment terminates or the date upon which Mr. Volpone becomes eligible to receive health benefits through another employer; and (vi) the full acceleration of vesting of any then-outstanding unvested equity awards as of the date Mr. Volpone’s employment with the Company terminated.

The foregoing description of the Volpone Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Volpone Employment Agreement, a copy of which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

Appointment of Chief Financial Officer and Principal Financial and Accounting Officer

In connection with the CFO Separation, on August 11, 2025, David H. Kirske was appointed as Chief Financial Officer, Secretary and “principal financial officer” and “principal accounting officer” of the Company for purposes of Section 16 of the Exchange Act, effective as of the Effective Time.

Mr. Kirske, age 71, most recently served as the Chief Financial Officer of Stratus Therapeutics from September 2024 to May 2025. From August 2023 to September 2024, Mr. Kirske provided financial strategy for biotechnology companies as part of Madrona Financial Consulting. Prior to that, he served as CTI BioPharma’s Executive Vice President, Chief Financial Officer from September 2017 until June 2023. He is a finance, accounting and investor relations leader for public and emerging growth private companies primarily in the biotechnology industry, as well as in technology and manufacturing. His financial management experience includes overseeing finance, accounting, operations and capitalization in debt and equity. Prior to CTI BioPharma, Mr. Kirske served as Vice President and Chief Financial Officer of Helix BioMedix where he managed all financial and administrative activities. Previously, he was the Treasurer and Corporate Controller for F-5 Networks and Redhook Brewery, where he managed corporate and international entities and was part of the management teams that led and executed each company’s successful initial public offering. Earlier, he held a controllership position at Cray Computer. Mr. Kirske holds a B.A. in Business Administration from the University of Puget Sound.

There are no family relationships between Mr. Kirske and any director or executive officer of the Company. There are no arrangements or understandings between Mr. Kirske and any other person pursuant to which he was appointed as Chief Financial Officer of the Company, nor are there any transactions to which the Company is or was a participant in which Mr. Kirske has a material interest subject to disclosure pursuant to Item 404(a) of Regulation S-K. In addition, Mr. Kirske will enter into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing officers.

The Company entered into an employment agreement, dated August 11, 2025, with Mr. Kirske (the “Kirske Employment Agreement”), pursuant to which Mr. Kirske will become the Chief Financial Officer of the Company, effective as of the Effective Time. The Kirske Employment Agreement provides providing for, among other things, an annual base salary of $495,000, a retention and performance-based deferred bonus of $120,000, payable upon Mr. Kirske’s transition of the Chief Financial Officer role to a Board-approved successor, a target annual bonus opportunity of 50% of his base salary each year (with the target bonus for 2025 being pro-rated), an option grant equal to 1,073,249 shares of Common Stock subject to time-based vesting and a performance-based option grant equal to 1,760,563 shares of Common Stock. Mr. Kirske will also be eligible to participate in the Company’s general employee benefit plans during his employment term.

Pursuant to the Kirske Employment Agreement, if Mr. Kirske is terminated without “Cause” or resigns for “Good Reason” (as such terms are defined in the Kirske Employment Agreement), he will be entitled to: (i) all accrued and unpaid base salary through the termination date; (ii) continuing severance pay at a rate equal to one hundred percent (100%) of Mr. Kirske’s base salary, plus the pro-rata portion of Mr. Kirske’s target bonus for the calendar year in which the termination occurs based on the period worked by Mr. Kirske’s during such calendar year prior to termination, as then in effect (less applicable withholding), for a period of twelve (12) months from the date of such termination, to be paid in a single lump sum in accordance with the Company’s normal payroll practices within sixty (60) days following the date of termination; (iii) reimbursement of all business expenses for which Mr. Kirske is entitled to reimbursement, but for which Mr. Kirske has not yet been reimbursed; (iv) the pro-rata portion of the target bonus for the calendar year in which the termination occurs based on the period worked by Mr. Kirske during such calendar year prior to termination; (v) provided that Mr. Kirske elects COBRA coverage, reimbursement for a portion of each COBRA premium payment equal to the portion the Company contributed to such health insurance premium cost as of the date Mr. Kirske’s employment terminates, until the earlier of twelve (12) months from the date of termination or the date upon which Mr. Kirske becomes eligible to receive health benefits through another employer; and (vi) accelerated vesting of any then-outstanding unvested equity awards. In the event that Mr. Kirske is terminated without “Cause” or resigns for “Good Reason” within twenty-four (24) months after a “change of control period” (as such terms are defined in the Kirske Employment Agreement), then he is entitled to: (i) Mr. Kirske’s base salary through the effective date of the termination or resignation; (ii) continuing severance pay at a rate equal to 100% of Mr. Kirske’s base salary, plus Mr. Kirske’s target bonus, as then in effect (less applicable withholding), for a period of twelve (12) months from the date of such termination, to be paid in a single lump sum in accordance with the Company’s normal payroll practices within sixty (60) days following the date of termination; (iii) reimbursement of all business expenses for which Mr. Kirske is entitled to be reimbursement, but for which Mr. Kirske has not yet been reimbursed as of the date of the termination or resignation; (iv) an amount equal to 100% of Mr. Kirske’s target bonus for the calendar year in which the termination or resignation occurs in advance of such target bonus being earned; (v) provided that Mr. Kirske elects COBRA coverage, reimbursement for a portion of each COBRA premium payment equal to the portion the Company contributed to such health insurance premium cost as of the date Mr. Kirske’s employment terminates, until the earlier of twelve (12) months from the date employment terminates or the date upon which Mr. Kirske becomes eligible to receive health benefits through another employer; and (vi) the full acceleration of vesting of any then-outstanding unvested equity awards as of the date Mr. Kirske’s employment with the Company terminated.

The foregoing description of the Kirske Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Kirske Employment Agreement, a copy of which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

Amendment No. 1 to Amended and Restated 2019 Inducement Equity Incentive Plan

On August 11, 2025, the Board adopted Amendment No. 1 (the “Amendment”) to the X4 Pharmaceuticals, Inc. Amended and Restated 2019 Inducement Equity Incentive Plan (the “2019 Inducement Plan”), which increased the number of authorized shares of the Common Stock available for issuance under the 2019 Inducement Plan from 442,394 to 11,775,643. All of the other terms of the 2019 Inducement Plan remain the same. The Amendment was adopted by the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the 2019 Inducement Plan may only be made to an employee who is commencing employment with the Company or any subsidiary or who is being rehired following a bona fide interruption of employment by the Company or any subsidiary, in either case if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary.

A complete copy of the Amendment is filed herewith as Exhibit 10.3 and incorporated herein by reference. The above summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibit.

On August 12, 2025, the Company issued a press release announcing the pricing of the Private Placement, the appointments of Dr. Craig as the Executive Chairman and a director, Mr. Kirske as Chief Financial Officer and Mr. Volpone as President. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference herein.