X4 Pharmaceuticals Inc SEC Filings

Craig Adam R, Executive Chairman and Director of X4 Pharmaceuticals, Inc. (XFOR), reported equity awards in a Form 4 covering transactions on 08/12/2025 and 08/14/2025. The filing shows 289,881 restricted stock units (RSUs) granted (vest one-third each year beginning 08/12/2026, contingent on service and shareholder approval at the 2026 annual meeting). The filing also reports two stock option grants: 1,609,873 options exercisable at $1.42 (vesting beginning 08/12/2026 with remaining vesting monthly over 24 months) and 529,201 options exercisable at $3.14 (granted 08/14/2025). After the reported transactions, the reporting person beneficially owns 289,881 shares and 1,609,873 and 529,201 underlying shares from options, all held directly.

X4 Pharmaceuticals insider filings show equity awards to Chief Financial Officer David Kirske. The Form 4 reports 193,254 restricted stock units granted on 08/14/2025 and two stock option grants recorded on 08/12/2025 and 08/14/2025 covering 1,073,249 and 352,800 underlying shares respectively. The options have exercise prices of $1.42 and $3.14 with expiration dates of 08/12/2035 and 08/14/2035. Vesting schedules are described: RSUs vest one-third on 02/12/2026 then quarterly over 12 months subject to continued service and shareholder approval; options vest 50% on 02/12/2026 then monthly over 12 months with certain performance-based immediate vesting for half if milestones are met before 02/12/2026.

OrbiMed Advisors LLC filed an amended Schedule 13G reporting beneficial ownership of 134,947 warrants of X4 Pharmaceuticals, Inc., representing 1.7% of the company’s common stock on a fully diluted basis. The filing states the warrants confer shared voting and dispositive power over 134,947 warrants and that OrbiMed holds these warrants on behalf of other persons. OrbiMed’s investment and voting authority is exercised through a management committee of three named members, each disclaiming beneficial ownership. The filing affirms the holdings were not acquired to influence control of the issuer.

Bain Capital Life Sciences entities disclosed a purchase that results in collective beneficial ownership of 9.99% of X4 Pharmaceuticals (XFOR). The group participated in an August 2025 financing that issued 11,040,776 shares and 31,234,731 pre-funded warrants; BCLS II Investco purchased a pre-funded warrant exercisable for 7,047,216 shares for $9,999,999.50. The financing price was $1.42 per share and pre-funded warrants priced at $1.419 each. Concurrent with the financing, X4's board approved the termination of its CEO and CFO and appointed an Executive Chairman, a new CFO and a new President. Reporting Persons hold various shares, warrants and pre-funded warrants subject to exercise blockers that prevent exercises that would cause collective ownership to exceed 9.99% (and 4.99% for Class C Warrants). The filing references registration rights and provides warrant exercise prices and expiration dates.

X4 Pharmaceuticals completed two related private placements that raised aggregate gross proceeds of $85,000,000. The company sold common stock and pre-funded warrants, including a separate sale of pre-funded warrants to purchase up to 17,618,041 shares for approximately $25,000,000. The earlier placement raised $60 million. The purchase price per pre-funded warrant in the second placement was $1.419, and the warrants carry an exercise price of $0.001 per share, are exercisable at any time and do not expire.

The financings closed on August 13, 2025, and X4 reported that on a fully-diluted basis shares outstanding will be approximately 87.2 million. The securities were sold in private transactions under exemptions from registration (Regulation D) and the company agreed to file a registration statement to register the resale of the issued shares and shares underlying the pre-funded warrants. Copies of the agreements and a press release are filed as exhibits.

X4 Pharmaceuticals, Inc. (XFOR) entered into a Securities Purchase Agreement to sell an aggregate of 11,040,776 shares of common stock at $1.42 per share and, for certain investors in lieu of shares, pre-funded warrants to purchase 31,234,731 shares at $1.419 each, with expected aggregate gross proceeds of approximately $60 million before fees. The pre-funded warrants include customary beneficial ownership limitations and are exercisable until fully exercised. The Company agreed to file a registration statement covering the resale of the securities promptly after closing and agreed to customary indemnities and liquidated damages (1% of the invested amount per 30-day period) if registration milestones are unmet.

The filing also discloses executive leadership turnover and new appointments. The CEO and CFO resigned effective at the announced Effective Time; the Board appointed Adam R. Craig, M.D., Ph.D. as Executive Chairman and principal executive officer, John Volpone as President and David H. Kirske as Chief Financial Officer. Each incoming executive has an employment agreement with stated base salaries, target bonuses and sizeable time- and performance-based equity awards. The Board adopted an amendment increasing inducement-plan authorized shares to 11,775,643.