As filed with the Securities and Exchange Commission on March 13, 2020
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
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27-3181608
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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955 Massachusetts Avenue, 4th Floor
Cambridge, Massachusetts
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02139
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(Address of Principal Executive Offices)
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(Zip Code)
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X4 Pharmaceuticals, Inc. 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.
955 Massachusetts Avenue, 4th Floor
Cambridge, Massachusetts 02139
(857) 529-8300
(Name, address and telephone number, including area code, of agent for service)
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.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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. ☒
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered (1)
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Proposed
maximum
offering price
per share (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee
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X4 Pharmaceuticals, Inc. 2017 Equity Incentive Plan
Common Stock, $0.001 par value per share
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170,915 shares (3)
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$8.37
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$1,430,558.55
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$185.69
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X4 Pharmaceuticals, Inc. 2017 Employee Stock Purchase
Plan
Common Stock, $0.001 par value per share
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85,457 shares (4)
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$8.37
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$715,275.09
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$92.85
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X4 Pharmaceuticals, Inc. 2019 Inducement Equity Incentive
Plan
Common Stock, $0.001 par value per share
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250,000 shares (5)
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$8.37
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$2,092,500.00
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$271.61
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Total
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506,372 shares
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N/A
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$4,238,333.64
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$550.15
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(1)
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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. 2017 Equity
Incentive Plan (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.
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(2)
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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 for shares reserved for future grant or issuance under the Plans are based on the average of the high and low sale prices per share
of the Common Stock as reported on The Nasdaq Capital Market as of a date (March 12, 2020) within five business days prior to filing this Registration Statement.
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(3)
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Consists of 170,915 shares of Common Stock that were automatically added to the shares authorized for issuance
under the 2017 Plan on January 1, 2020, 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 2018 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) 170,915 shares of Common Stock, (2) 4% 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.
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(4)
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Consists of 85,457 shares of Common Stock that were automatically added to the shares authorized for issuance
under the 2017 ESPP on January 1, 2020, 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.
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(5)
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Consists of shares of Common Stock added to the Inducement Plan pursuant to resolution of the Board of
Directors of the Registrant on December 9, 2019.
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