Empery Asset Management, LP and Ryan M. Lane report a significant stake in X4 Pharmaceuticals, Inc. They beneficially own 9,043,894 shares of X4 Pharmaceuticals common stock as of December 31, 2025, including 92,789 shares issuable upon exercise of warrants, representing 9.99% of the outstanding common stock.
This percentage is calculated using 90,436,688 shares outstanding, which includes 87,436,688 shares reported as of October 31, 2025 plus 3,000,000 shares issued from warrant exercises completed by December 31, 2025. The warrants are subject to a 9.99% “Blocker” that prevents the reporting persons from exercising warrants if it would push their ownership above 9.99% of the company’s outstanding common stock.
Empery Asset Management acts as investment manager to the funds that hold the shares and warrants, and Lane is the individual who ultimately oversees the investment manager. They certify that the holdings are in the ordinary course of business and not for the purpose of changing or influencing control of X4 Pharmaceuticals.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
X4 Pharmaceuticals, Inc
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
98420X202
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
98420X202
1
Names of Reporting Persons
Empery Asset Management, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,043,894.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,043,894.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,043,894.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Includes 92,789 shares of Common Stock issuable upon exercise of the Warrants (as defined in Item 2(a)).
SCHEDULE 13G
CUSIP No.
98420X202
1
Names of Reporting Persons
Ryan M. Lane
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,043,894.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,043,894.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,043,894.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 92,789 shares of Common Stock issuable upon exercise of the Warrants.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
X4 Pharmaceuticals, Inc
(b)
Address of issuer's principal executive offices:
61 North Beacon Street, 4th Floor, Boston, MA 02134
Item 2.
(a)
Name of person filing:
This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons," with respect to Common Stock, par value $0.001 per share (the "Common Stock") and Common Stock issuable upon exercise of warrants (the "Warrants") of X4 Pharmaceuticals, Inc., a Delaware corporation (the "Company"):
(i) Empery Asset Management, LP (the "Investment Manager"), with respect to the Common Stock held by, and the Common Stock issuable upon exercise of the Warrants held by, funds to which the Investment Manager serves as investment manager (the "Empery Funds"); and
(ii) Mr. Ryan M. Lane ("Mr. Lane"), with respect to the Common Stock held by, and the Common Stock issuable upon exercise of the Warrants held by, the Empery Funds.
The Investment Manager serves as the investment manager to each of the Empery Funds. Mr. Lane (the "Reporting Individual") is the managing member of a limited liability company that is the managing member of Empery AM GP, LLC (the "General Partner"), the general partner of the Investment Manager.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is:
1 Rockefeller Plaza, Suite 1205, New York, New York 10020
(c)
Citizenship:
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP No.:
98420X202
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 90,436,688 shares of Common Stock outstanding, including 87,436,688 shares of Common Stock outstanding as of October 31, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2025 and 3,000,000 shares of Common Stock issued upon exercise of Warrants exercised after October 31, 2025 and prior to December 31, 2025, and assumes exercise of the Warrants (subject to the Blocker (as defined below)).
Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock (the "Blocker"), and the shares of Common Stock listed as beneficially owned in Rows 6, 8 and 9 of the cover page for each Reporting Person and the percentage set forth in Row 11 of the cover page for each Reporting Person give effect to the Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Warrants due to the Blocker.
The Investment Manager, which serves as the investment manager to the Empery Funds, may be deemed to be the beneficial owner of all of the Common Stock held by, and the Common Stock issuable upon exercise of the Warrants (subject to the Blocker) held by, the Empery Funds. The Reporting Individual, as the managing member of the limited liability company that is the managing member of the General Partner of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all of the Common Stock held by, and the Common Stock issuable upon exercise of the Warrants (subject to the Blocker) held by, by the Empery Funds. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the Common Stock owned by another Reporting Person. Each of the Empery Funds and the Reporting Individual hereby disclaims any beneficial ownership of any such Common Stock.
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a) above.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake in X4 Pharmaceuticals (XFOR) does Empery Asset Management report?
Empery Asset Management, LP and Ryan M. Lane report beneficial ownership of 9,043,894 shares of X4 Pharmaceuticals common stock, including 92,789 shares issuable upon exercise of warrants, representing 9.99% of the outstanding common stock.
How did the filing calculate the 9.99% ownership of X4 Pharmaceuticals (XFOR)?
The 9.99% figure is based on an aggregate of 90,436,688 shares of X4 Pharmaceuticals common stock outstanding, which includes 87,436,688 shares outstanding as of October 31, 2025 plus 3,000,000 shares issued upon warrant exercises completed after that date and before December 31, 2025.
Who are the reporting persons in this X4 Pharmaceuticals (XFOR) Schedule 13G/A?
The reporting persons are Empery Asset Management, LP, the investment manager to certain funds, and Ryan M. Lane, the individual who ultimately manages the general partner of the investment manager. Their reported ownership covers shares and warrants held by the Empery funds.
What is the 9.99% Blocker described in the X4 Pharmaceuticals (XFOR) filing?
The warrants held for X4 Pharmaceuticals common stock include a 9.99% Blocker, which prevents the reporting persons from exercising warrants if doing so would cause them to beneficially own more than 9.99% of the company’s outstanding common stock.
Does Empery Asset Management intend to change control of X4 Pharmaceuticals (XFOR)?
The certification states that the securities were acquired and are held in the ordinary course of business and were not acquired or held for the purpose of changing or influencing control of X4 Pharmaceuticals.
What types of reporting persons are listed for the X4 Pharmaceuticals (XFOR) stake?
Empery Asset Management, LP is classified as an investment adviser and partnership (IA, PN), while Ryan M. Lane is classified as a control person and individual (HC, IN), reflecting his oversight role over the investment manager.
