As filed with the Securities and Exchange Commission on January 25, 2024
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; and (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, 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 25, 2024.
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 25, 2024
Paula Ragan, Ph.D.
/s/ Adam S. Mostafa
Chief Financial Officer and Treasurer
(principal financial officer and principal accounting officer)
January 25, 2024
Adam S. Mostafa
/s/ Michael S. WyzgaChairman of the Board of Directors, DirectorJanuary 25, 2024
Michael S. Wyzga
/s/ William E. AliskiDirectorJanuary 25, 2024
William E. Aliski
/s/ Gary J. BridgerDirectorJanuary 25, 2024
Gary J. Bridger, Ph.D.
/s/ Francoise De CraeckerDirectorJanuary 25, 2024
Francoise De Craecker
/s/ Alison F. LawtonDirectorJanuary 25, 2024
Alison F. Lawton
/s/ David McGirrDirectorJanuary 25, 2024
David McGirr, M.B.A.
/s/ Murray W. Stewart, M.D.DirectorJanuary 25, 2024
Murray W. Stewart, M.D.
/s/ Keith WoodsDirectorJanuary 25, 2024
Keith Woods



Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
X4 Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered
Security TypeSecurity Class TitleFee Calculation Rule
Amount
to be
Registered (1)
Proposed Maximum Offering Price
Per Unit 
Maximum Aggregate
Offering Price 
Fee RateAmount of registration fee
Equity
Common Stock, $0.001 par value per share, X4 Pharmaceuticals Inc. 2017 Equity Incentive Plan

Other (2)
 6,697,383 (3)
$0.751 (2)
$5,029,734.63$0.0001476$742.39
Total Offering Amounts$5,029,734.63
Total Fees Previously Paid
Total Fee Offsets
Net Fee Due$742.39
(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”) 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) 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 January 19, 2024.

(3) Consists of 6,697,383 shares of Common Stock that were automatically added to the shares authorized for issuance under the 2017 Plan on January 1, 2024, 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.




        
                                            EXHIBIT 5.1
January 25, 2024


X4 Pharmaceuticals, Inc.
61 North Beacon Street, 4th Floor
Boston, MA 02134


Re:    Securities Being Registered under Registration Statement on Form S-8

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 6,697,383 shares (the “Shares”) of Common Stock, $0.001 par value per share (“Common Stock”), of X4 Pharmaceuticals, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s Amended and Restated 2017 Equity Incentive Plan (as amended from time to time, the “2017 Plan”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the Delaware General Corporation Law.

For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the 2017 Plan, will be validly issued, fully paid and nonassessable.

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Goodwin Procter LLP

GOODWIN PROCTER LLP


EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of X4 Pharmaceuticals, Inc. of our report dated March 21, 2023 relating to the financial statements, which appears in X4 Pharmaceuticals, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2022.

/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
January 25, 2024



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