X4 Pharmaceuticals, Inc — Regulatory Filings 2021

Mar 23, 2021

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As filed with the Securities and Exchange Commission on March 23, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

________

X4 Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

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Delaware	27-3181608
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
61 North Beacon Street, 4th Floor Boston, Massachusetts	02134
(Address of Principal Executive Offices)	(Zip Code)

X4 Pharmaceuticals, Inc. Amended and Restated 2017 Equity Incentive Plan

X4 Pharmaceuticals, Inc. 2017 Employee Stock Purchase Plan

X4 Pharmaceuticals, Inc. 2019 Inducement Equity Incentive Plan

(Full title of the plan)

Paula Ragan, Ph.D.

President and Chief Executive Officer

X4 Pharmaceuticals, Inc.

61 North Beacon Street, 4th Floor

Boston, Massachusetts 02134

(857) 529-8300

(Name, address and telephone number, including area code, of agent for service)

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Copy to:

Daniel I. Goldberg

Richard C. Segal

Courtney T. Thorne

Cooley LLP

55 Hudson Yards

New York, NY 10001-2157

(212) 479-6000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

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CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
X4 Pharmaceuticals Inc. 2017 Equity Incentive Plan Common Stock, $0.001 par value per share	652,129 shares (2)	$8.93 (3)	$5,823,511.97	$635.35
X4 Pharmaceuticals Inc. 2017 Employee Stock Purchase Plan	85,457 shares (4)	$7.59 (5)	$648,618.63	$70.76
Common Stock, $0.001 par value per share
X4 Pharmaceuticals Inc. 2019 Inducement Equity Incentive Plan Common Stock, $0.001 par value per share	400,000 shares	$7.26 (7)	$2,904,000.00	$316.83
	1,137,586 shares		$9,376,130.60	$1,022.94

(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, par value $0.001 per share (the “ Common Stock ”), that become issuable under the X4 Pharmaceuticals, Inc. Amended and Restated 2017 Equity Incentive Plan (as amended from time to time, the “ 2017 Plan ”) the X4 Pharmaceuticals, Inc. 2017 Employee Stock Purchase Plan (the “ 2017 ESPP ”), the X4 Pharmaceuticals, Inc. 2019 Inducement Equity Incentive Plan (the “ Inducement Plan ” and together with the 2017 Plan and the 2017 ESPP, the “ Plans ”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.

(2) Consists of 652,129 shares of Common Stock that were automatically added to the shares authorized for issuance under the 2017 Plan on January 1, 2021, pursuant to an “evergreen” provision contained in the 2017 Plan. Pursuant to such “evergreen” provision contained in the 2017 Plan, on January 1 of each year from 2021 until (and including) 2027, the number of shares authorized for issuance under the 2017 Plan is automatically increased by a number equal to the amount equal to the least of (1) 4% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year, or (2) a number of shares determined by the Registrant’s board of directors.

(3) This calculation is made solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(c) and (h) under the Securities Act. The offering price per share and the aggregate offering price are calculated based on the average of the high and low sale prices per share of the Common Stock as reported on The Nasdaq Capital Market on March 18, 2021.

(4) Consists of shares of Common Stock that were automatically added to the shares authorized for issuance under the 2017 ESPP on January 1, 2021, pursuant to an “evergreen” provision contained in the 2017 ESPP. Pursuant to the “evergreen” provision contained in the 2017 ESPP, on January 1 of each year from 2019 until (and including) 2029, the number of shares authorized for issuance under the 2017 ESPP is automatically increased by a number equal to the amount equal to the least of (1) 85,457 shares of Common Stock, (2) 2% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year, or (3) a number of shares determined by the Registrant’s board of directors.

(5) This calculation is made solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(c) and (h) under the Securities Act. The offering price per share and the aggregate offering price are calculated based on 85% the average of the high and low sale prices per share of the Common Stock as reported on The Nasdaq Capital Market on March 18, 2021. Pursuant to the 2017 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the lower of the fair market value of the common stock on (i) the first trading day of the applicable offering period and (ii) the exercise date.

(6) Consists of shares of Common Stock added to the Inducement Plan pursuant to resolutions of the Board of Directors of the Registrant on October 19, 2020 and November 30, 2020.

(7) This calculation is made solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(c) and (h) under the Securities Act. The offering price per share and the aggregate offering price are calculated based on (a) $6.50, the weighted average per share exercise price of the 275,650 shares subject to outstanding stock option grants under the Inducement plan and (b) $8.93, the average of the high and low sale prices per share of the Common Stock as reported on The Nasdaq Capital Market on March 18, 2021 for the 124,350 shares issuable pursuant to the Inducement Plan.

INCORPORATION OF DOCUMENTS BY REFERENCE

This Registration Statement on Form S-8 is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement on Form S-8 of the Registrant relating to the same employee benefit plans is effective. Accordingly, this Registration Statement incorporates by reference the contents of (i) the Registration Statement on Form S-8 (File No. 333-221622) filed with the Securities and Exchange Commission (“ SEC ”) on November 16, 2017 relating to the Registrant’s 2010 Special Stock Incentive Plan, 2011 Stock Incentive Plan, the 2017 Plan and the 2017 ESPP; (ii) the Registration Statement on Form S-8 (File No. 333-223539) filed with the SEC on March 9, 2018 relating to the Registrant’s 2017 Plan; (iii) the Registration Statement on Form S-8 (File No. 333-230181) filed with the SEC on March 11, 2019 relating to the 2017 Plan and the 2017 ESPP; (iv) the Registration Statement on Form S-8 (File No. 333-233162) filed with the SEC on August 9, 2019 relating to the Inducement Plan; (iv) the Registration Statement on Form S-8 (File No. 333-237164) filed with the SEC on March 13, 2020 relating to the 2017 Plan, the 2017 ESPP and the Inducement Plan and (v) the Registration Statement on Form S-8 (File No 333-239082) filed with the SEC on June 10, 2020 relating to the 2017 Plan, in each case except for Item 8, Exhibits, with respect to which the Exhibit Index below is incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit Number	Exhibit Description	Filed Herewith	Filing Date	SEC File/Reg. Number
4.1	Restated Certificate of Incorporation, as amended, as of June 10, 2020	8-K (Exhibit 3.1)	6/11/2020	001-38295
4.2	Amended and Restated By-laws of the Registrant	8-K (Exhibit 3.2)	11/20/2017	001-38295
4.3	Form of Common Stock Certificate	8-K (Exhibit 4.1)	03/13/2019	001-38295
5.1	Opinion of Cooley LLP with respect to the legality of the securities being registered	X
23.1	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm to X4 Pharmaceuticals, Inc.	X
23.2	Consent of Cooley LLP (included in Exhibit 5.1)	X
24.1	Power of Attorney to file future amendments (set forth on the signature page of this Registration Statement)	X
99.1	Amended and Restated 2017 Equity Incentive Plan	S-8 (Exhibit 99.1)	6/10/2020	333-239082
99.2	Form of Incentive Stock Option Agreement under the Amended and Restated 2017 Equity Incentive Plan	S-1 (Exhibit 10.8)	10/20/2017	001-38295
99.3	Form of Nonstatutory Stock Option Agreement under the Amended and Restated 2017 Equity Incentive Plan	S-1 (Exhibit 10.9)	10/20/2017	001-38295
99.4	Form of Restricted Stock Agreement under the Amended and Restated 2017 Equity Incentive Plan	8-K (Exhibit 10.6)	11/27/2018	001-38295
99.5	Form of Restricted Stock Unit Agreement under the Amended and Restated 2017 Equity Incentive Plan	8-K (Exhibit 10.5)	06/19/2019	001-38295
99.6	Form of Performance-Based Restricted Stock Unit Agreement under the Amended and Restated 2017 Equity Incentive Plan	S-8 (Exhibit 99.6)	6/10/2020	333-239082
99.7	2017 Employee Stock Purchase Plan	S-1 (Exhibit 10.10)	10/20/2017	001-38295
99.8	2019 Inducement Equity Incentive Plan	8-K (Exhibit 10.1)	6/19/2019	001-38295
99.9	Form of Stock Option Agreement under the 2019 Inducement Equity Incentive Plan	8-K (Exhibit 10.2)	6/19/2019	001-38295
99.10	Form of Restricted Stock Agreement under 2019 Inducement Equity Incentive Plan	8-K (Exhibit 10.3)	6/19/2019	001-38295
99.11	Form of Restricted Stock Unit Agreement under 2019 Inducement Equity Incentive Plan	8-K (Exhibit 10.4)	6/19/2019	001-38295

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on March 23, 2021.

X4 PHARMACEUTICALS, INC.

By: /s/ Paula Ragan, Ph.D

Paula Ragan, Ph.D.

President and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of X4 Pharmaceuticals, Inc., hereby severally constitute and appoint Paula Ragan, Ph.D. and Adam S. Mostafa, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of X4 Pharmaceuticals, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Paula Ragan	President, Chief Executive Officer and Director (principal executive officer)	March 23, 2021
Paula Ragan, Ph.D.
/s/ Adam S. Mostafa	Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)	March 23, 2021
Adam S. Mostafa
/s/ Michael S. Wyzga	Chairman of the Board of Directors	March 23, 2021
Michael S. Wyzga
/s/ William E. Aliski	Director	March 23, 2021
William E. Aliski
/s/ Gary J. Bridger	Director	March 23, 2021
Gary J. Bridger, Ph.D.
/s/ Alison F. Lawton	Director	March 23, 2021
Alison F. Lawton
/s/ David McGirr	Director	March 23, 2021
David McGirr, M.B.A.
/s/ René Russo	Director	March 23, 2021
René Russo, Pharm.D.
/s/ Murray W. Stewart, M.D.	Director	March 23, 2021
Murray W. Stewart, M.D.