Welcome to our dedicated page for X4 Pharmaceuticals SEC filings (Ticker: XFOR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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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.
X4 Pharmaceuticals reported modest product sales and a significant upfront license payment but remains under material financial strain. Total revenue was $1.97 million for the quarter (product revenue $1.74 million) and $30.78 million for the six months driven by a 鈧�28.5 million upfront and 鈧�0.5 million regulatory milestone from the Norgine license, of which $27.6 million was recognized as license revenue. The company recorded a net loss of $25.7 million for the quarter and $25.5 million year-to-date. Cash, cash equivalents and short-term marketable securities totaled about $63.0 million and total assets were $105.2 million.
Management completed a 1-for-30 reverse stock split and executed a purchase agreement with Lincoln Park for up to $40.0 million (240,000 shares sold for $0.5 million through June 30, 2025). Long-term debt outstanding was $75.0 million with $76.4 million of principal and end-of-term payments due July 1, 2027. Management concluded that substantial doubt exists about the company鈥檚 ability to continue as a going concern due to expected covenant breaches under the Hercules loan agreement and the need to raise additional capital.
X4 Pharmaceuticals, Inc. (XFOR) entered into a $40 million equity purchase agreement with Lincoln Park Capital Fund, LLC on 23 June 2025. The two-year facility allows X4 to sell newly issued common shares to Lincoln Park at the Company鈥檚 discretion.
Key mechanics
- Up to 30,000 shares per Regular Purchase, expandable to 60,000 shares when the share price is 鈮� $5.00, subject to a $500,000 per-purchase cap.
- Purchase price set at 97 % of the lower of (i) the lowest trade on the purchase date or (ii) the average of the three lowest closes in the prior 10 trading days.
- Optional Accelerated and Additional Accelerated Purchases (up to 300 %/30 % of volume) follow the same 97 % pricing formula.
- Beneficial ownership cap: 4.99 % (option to lift to 9.99 % after 61 days); Exchange cap: 19.99 % of outstanding shares (鈮� 1.44 million, incl. 137,099 commitment shares) unless shareholder approval or average sales price 鈮� $2.67.
- X4 issued 137,099 commitment shares to Lincoln Park as a fee; no cash received for these shares.
Strategic and financial considerations
- Facility is non-exclusive; X4 may raise capital elsewhere (other than similar equity-line structures for a limited period).
- Lincoln Park is prohibited from short selling or hedging X4 stock.
- Use of proceeds: working capital and general corporate purposes.
- Company may terminate the agreement at any time without cost.
The shares are registered under the Company鈥檚 effective shelf registration (Form S-3 No. 333-273961). Copies of the Purchase Agreement, Registration Rights Agreement, and related legal opinion are filed as Exhibits 10.1, 10.2 and 5.1, respectively.
X4 Pharmaceuticals, Inc. (Nasdaq: XFOR) has entered into a Purchase Agreement dated June 23, 2025 with Lincoln Park Capital Fund, LLC that allows the company to issue and sell up to US$40 million of common stock ("Purchase Shares") from time to time. In addition, 137,099 commitment shares will be issued to Lincoln Park within one business day as consideration for the agreement.
Lincoln Park will act as an underwriter under Section 2(a)(11) of the Securities Act and may resell both the Purchase Shares and the Commitment Shares; X4 will not receive any proceeds from these resales. The purchase price for each draw will be calculated using formulas set forth in the Purchase Agreement. X4 will bear issuance costs, including legal and accounting fees, but no selling commissions.
The prospectus supplement is filed under Rule 424(b)(5) on the company鈥檚 existing shelf registration statement (File No. 333-273961). X4 is classified as a smaller reporting company. The company鈥檚 stock closed at $2.67 on June 20, 2025.
Business update: X4 is commercialising XOLREMDI (mavorixafor) after FDA approval on April 29, 2024 for WHIM syndrome. U.S. launch activities include third-party logistics and specialty鈥恜harmacy arrangements. A Marketing Authorisation Application was validated by the EMA in January 2025, and exclusive regional distribution agreements have been signed with Norgine Pharma UK (EEA, UK, Australia, New Zealand) and Taiba Middle East Fz LLC (select MENA countries). Positive Phase 2 data in chronic neutropenia support the ongoing global Phase 3 鈥�4WARD鈥� study, targeted to complete enrolment in 2H-2025.
Investors should review the Risk Factors beginning on page S-8; the company describes the investment as involving a high degree of risk, particularly around dilution, market volatility and clinical execution.
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