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CUSIP No. 98420X 103
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SCHEDULE 13D
Item 1.
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Security and Issuer.
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This Schedule 13D relates to the common stock, par value $0.001 per share (the Common Stock), of the Issuer. The Issuers principal executive
office is located at 955 Massachusetts Avenue, 4
th
Floor, Cambridge, MA 02139.
Item 2.
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Identity and Background.
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(a)
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This Schedule 13D is being filed by Paula Ragan, Ph.D. (the Reporting Person).
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(b)-(c)
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The Reporting Person is the President, Chief Executive Officer, Secretary and a member of the Board of
Directors of the Issuer (the Board), a clinical-stage biopharmaceutical company with a principal business address of 955 Massachusetts Avenue, 4
th
Floor, Cambridge, MA 02139.
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(d)-(e)
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During the last five years, the Reporting Person has not (i) been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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Paula Ragan, Ph.D. is a citizen of the United States.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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On March 13, 2019, X4 Pharmaceuticals, Inc., formerly Arsanis, Inc. (the Issuer), completed its business combination with X4 Therapeutics,
Inc., formerly X4 Pharmaceuticals, Inc. (X4), in accordance with the terms of the Agreement and Plan of Merger, dated as of November 26, 2018, as amended on December 20, 2018 and March 8, 2019 (the Merger
Agreement), by and among the Issuer, X4 and Artemis AC Corp., a Delaware corporation and wholly owned subsidiary of the Issuer (Merger Sub), pursuant to which, among other matters, Merger Sub merged with and into X4, with X4
continuing as a wholly owned subsidiary of the Issuer and the surviving corporation of the merger (the Merger). Following the Merger, on March 13, 2019, the Issuer effected a
1-for-6
reverse stock split of its common stock (the Reverse Stock Split) and changed its name to X4 Pharmaceuticals, Inc. Following the completion of the Merger, the business
conducted by the Issuer became primarily the business conducted by X4, which is a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of novel therapeutics for the treatment of rare diseases. Unless
noted otherwise, all references to share amounts in this Schedule 13D reflect the Reverse Stock Split.
Under the terms of the Merger Agreement, at the
closing of the Merger, the Issuer issued an aggregate of approximately 25.7 million shares of its common stock to X4 stockholders, based on a common stock exchange ratio of 0.5702 shares of the Issuers common stock for each share of X4
common stock outstanding immediately prior to the Merger and a preferred stock exchange ratio of 0.5702 shares of the Issuers common stock for each share of X4 preferred stock outstanding prior to the Merger, in each case before taking into
account of the Reverse Stock Split. The exchange ratios were determined through
arms-length
negotiations between the Issuer and X4.
Immediately prior to the Merger, the Reporting Person beneficially owned 1,870,000 shares of X4 common stock, 38,451 shares of X4 Series Seed preferred stock,
and 1,728,381 shares of X4 common stock issuable upon the exercise of options exercisable within 60 days of March 12, 2019.
Upon consummation of the
Merger, after giving effect to the exchange ratios and the Reverse Stock Split, the Reporting Person became the beneficial owner of 345,619 shares of Issuer common stock consisting of (i) 181,366 shares of Issuer common stock and (ii) 164,253 shares
of Issuer common stock issuable upon the exercise of options exercisable within 60 days of March 12, 2019.