S-8 1 a012025s-8.htm S-8 Document

As filed with the Securities and Exchange Commission on January 16, 2025
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)
___________________________________________
Delaware27-3181608
(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
(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)
_________________________________
Copy to:
Gabriela Morales-Rivera
William D. Collins
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
(617) 570-1000

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 filerAccelerated filer
Non-accelerated filerSmaller 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.















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, pursuant to General Instruction E to Form S-8, 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 Amended and Restated 2017 Equity Incentive Plan (the “2017 Plan”) and certain other employee benefit plans of the Registrant; (ii) the Registration Statement on Form S-8 (File No. 333-223539) filed with the SEC on March 9, 2018 relating to the 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 certain other employee benefit plans of the Registrant; (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 and certain other employee benefit plans of the Registrant; (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; (vi) the Registration Statement on Form S-8 (File No 333-254618) filed with the SEC on March 23, 2021 relating to the 2017 Plan and certain other employee benefit plans of the Registrant; (vii) the Registration Statement on Form S-8 (File No 333-263430) filed with the SEC on March 10, 2022 relating to the 2017 Plan and certain other employee benefit plans of the Registrant; (viii) the Registration Statement on Form S-8 (File No 333-269335) filed with the SEC on January 20, 2023 relating to the 2017 Plan and certain other employee benefit plans of the Registrant; (xi) the Registration Statement on Form S-8 (File No 333-273960) filed with the SEC on August 14, 2023 relating to the 2017 Plan and certain other employee benefit plans of the Registrant; and (xii) the Registration Statement on Form S-8 (File No 333-276691) filed with the SEC on January 25, 2024 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

The exhibits to this Registration Statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.
Exhibit NumberExhibit DescriptionFiled HerewithIncorporated Reference herein from Form or ScheduleFiling DateSEC File/Reg. Number
4.18-K
(Exhibit 3.1)
9/1/2022001-38295
4.28-K
(Exhibit 3.2)
11/20/2017001-38295
4.38-K
(Exhibit 4.1)
03/13/2019001-38295
5.1X
23.1X
23.2X
24.1X
99.1
S-8
(Exhibit 99.1)
6/10/2020333-239082
99.2S-1
(Exhibit 10.8)
10/20/2017001-38295
99.3S-1
(Exhibit 10.9)
10/20/2017001-38295
99.48-K
(Exhibit 10.6)
11/27/2018001-38295
99.58-K
(Exhibit 10.5)
06/19/2019001-38295
99.6
S-8
(Exhibit 99.6)
6/10/2020333-239082
107X



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 January 16, 2025.
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.
SignatureTitleDate
/s/ Paula Ragan
President, Chief Executive Officer and Director
(principal executive officer)
January 16, 2025
Paula Ragan, Ph.D.
/s/ Adam S. Mostafa
Chief Financial Officer and Treasurer
(principal financial officer and principal accounting officer)
January 16, 2025
Adam S. Mostafa
/s/ Michael S. WyzgaChairman of the Board of Directors, DirectorJanuary 16, 2025
Michael S. Wyzga
/s/ William E. AliskiDirectorJanuary 16, 2025
William E. Aliski
/s/ Gary J. BridgerDirectorJanuary 16, 2025
Gary J. Bridger, Ph.D.
/s/ Francoise De CraeckerDirectorJanuary 16, 2025
Francoise De Craecker
/s/ Alison F. LawtonDirectorJanuary 16, 2025
Alison F. Lawton
/s/ David McGirrDirectorJanuary 16, 2025
David McGirr, M.B.A.
/s/ Murray W. Stewart, M.D.DirectorJanuary 16, 2025
Murray W. Stewart, M.D.
/s/ Robert K. WoodsDirectorJanuary 16, 2025
Robert K. Woods