X4 PHARMACEUTICALS, INC: entering into a material definitive agreement, creating a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, unregistered sale of equity securities, other events ( Form 8-K)

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Section 1.01 Entering into a Material Definitive Agreement.

Securities purchase agreement

On June 30, 2022, X4 Pharmaceuticals, Inc. (the "Company") entered into a
securities purchase agreement (the "Securities Purchase Agreement") with several
institutional accredited investors (the "Investors"), pursuant to which the
Company agreed to issue and sell to the Investors in a private placement (the
"Private Placement") (i) an aggregate of 37,649,086 shares (the "Shares") of the
Company's common stock, par value $0.001 per share (the "Common Stock"), (ii)
with respect to certain Investors, in lieu of Shares, pre-funded warrants (the
"Pre-Funded Warrants") to purchase an aggregate of 13,276,279 shares of Common
Stock and (iii) accompanying warrants (the "Warrants") to purchase an aggregate
of 50,925,365 shares of Common Stock or Pre-Funded Warrants, at a purchase price
of $1.095 per share of Common Stock and accompanying Warrant and $1.094 per
Pre-Funded Warrant and accompanying Warrant.

The price per Share and accompanying Warrant is based in part upon the last
reported closing price of the Common Stock on the Nasdaq Capital Market. The
price per Pre-Funded Warrant and accompanying Warrant represents the price per
Share and accompanying Warrant to be sold in the Private Placement, minus the
$0.001 per share exercise price of each such Pre-Funded Warrant.

Each Pre-Funded Warrant will have an exercise price equal to $0.001 per share.
The Pre-Funded Warrants are exercisable at any time after their original
issuance and will not expire until exercised in full. Each Warrant will have an
exercise price equal to $1.095 per share. The Warrants are exercisable at any
time after their original issuance and will expire on the date that is sixty
(60) months from their original issue date; provided that, the exercise of any
Warrant is conditioned upon the Authorized Shares Increase (as defined below).
In connection with the Private Placement, the Company has agreed to convene a
special meeting of its stockholders no later than 90 days following the closing
of the Private Placement to seek approval of an increase in the number of its
authorized shares of Common Stock pursuant to an amendment to its Certificate of
Incorporation (such increase, the "Authorized Shares Increase").

The Pre-Funded Warrants and the Warrants to be issued in the Private Placement
will provide that a holder of Pre-Funded Warrants or Warrants, as applicable,
will not have the right to exercise any portion of its Pre-Funded Warrants or
Warrants if such holder, together with its affiliates, would beneficially own in
excess of 4.99% or 9.99% of the number of shares of the Company's Common Stock
outstanding immediately after giving effect to such exercise (the "Beneficial
Ownership Limitation"); provided, however, that each holder may increase or
decrease the Beneficial Ownership Limitation by giving 61 days' notice to the
Company, but not to any percentage in excess of 19.99%. If the holder is not
permitted to exercise a Warrant for shares of the Company's Common Stock due to
the foregoing limitation, then the holder may exercise the Warrant for an
equivalent number of Pre-Funded Warrants with an exercise price of $0.001. If
there is no effective registration statement at the time of exercise, the
Warrants may be exercised on cashless basis.

The Private Placement is expected to close on or about July 6, 2022, subject to
the satisfaction of certain customary closing conditions. The Company expects to
receive aggregate gross proceeds from the Private Placement of approximately $55
million, before deducting the placement agent commissions and estimated offering
expenses payable by the Company. The Company expects the net proceeds from the
Private Placement to be used for continued clinical development and commercial
readiness of its lead candidate, mavorixafor, and for business development
activities, working capital, and general corporate purposes.

The foregoing descriptions of the Securities Purchase Agreement, the Pre-Funded
Warrants and the Warrants do not purport to be complete and are qualified in
their entirety by reference to such agreements, copies of which are filed as
Exhibits 10.1, 4.1 and 4.2 hereto, respectively, and incorporated by reference
herein.

Registration Rights Agreement

Also on June 30, 2022, the Company entered into a registration rights agreement
(the "Registration Rights Agreement") with the Investors, pursuant to which the
Company agreed to register for resale the Shares and the issuance of the shares
of Common Stock underlying the Pre-Funded Warrants and the Warrants held by the

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Investors (the "Registrable Securities"). Under the Registration Rights
Agreement, the Company has agreed to file a registration statement covering the
resale of the Registrable Securities by no later than July 29, 2022 (the "Filing
Deadline"). The Company has agreed to use commercially reasonable efforts to
cause such registration statement to become effective as soon as practicable and
to keep such registration statement effective until the date the Shares and the
shares of Common Stock underlying the Pre-Funded Warrants and the Warrants
covered by such registration statement have been sold or may be resold pursuant
to Rule 144 without restriction. The Company has agreed to be responsible for
all fees and expenses incurred in connection with the registration of the
Registrable Securities.

In the event (i) the registration statement has not been filed by the Filing
Deadline, (ii) the registration statement has not been declared effective prior
to the earlier of (A) five business days after the date which the Company is
notified by the U.S. Securities and Exchange Commission (the "SEC") that the
registration statement will not be reviewed by the SEC staff or is not subject
to further comment by the SEC staff, or (B) 60 days following the Filing
Deadline (or, in the event the SEC reviews and has written comments to the
registration statement, 120 days following the Filing Deadline) or (iii) after
the registration statement has been declared effective by the SEC, sales cannot
be made pursuant to the registration statement for any reason including by
reason of a stop order or the Company's failure to update such registration
statement, subject to certain limited exceptions, then the Company has agreed to
make pro rata payments to each Investor as liquidated damages in an amount equal
to 1% of the aggregate amount invested by each such Investor in the Registrable
Securities per 30-day period or pro rata for any portion thereof for each such
month during which such event continues, subject to certain caps set forth in
the Registration Rights Agreement.

The Company has granted the Investors customary indemnification rights in
connection with the registration statement. The Investors have also granted the
Company customary indemnification rights in connection with the registration
statement.

The foregoing description of the Registration Rights Agreement does not purport
to be complete and is qualified in its entirety by reference to the Registration
Rights Agreement, a copy of which is filed as Exhibit 10.2 hereto and
incorporated by reference herein.
. . .


Item 2.03           Creation of a Direct Financial Obligation or an 

Obligation under a

                    Off-Balance Sheet Arrangement of a Registrant.


The information set forth in Item 1.01 of this Current Report on Form 8-K with
respect to the Fourth Amendment with Hercules is incorporated by reference into
this Item 2.03.


Item 3.02 Non-registered shares of Equity securities.


The information contained above in Item 1.01 relating to the Private Placement
is hereby incorporated by reference into this Item 3.02. Based in part upon the
representations of the Investors in the Securities Purchase Agreement, the
offering and sale of the securities will be made in reliance on the exemption
afforded by Regulation D under the Securities Act of 1933, as amended (the
"Securities Act"), and corresponding provisions of state securities or "blue
sky" laws. The securities will not be registered under the Securities Act or any
state securities laws and may not be offered or sold in the United States absent
registration with the SEC or an applicable exemption from the registration
requirements. The sale of the securities will not involve a public offering and
will be made without general solicitation or general advertising. The Investors
represented that they are accredited investors, as such term is defined in Rule
501(a) of Regulation D under the Securities Act, and that they are acquiring the
securities for investment purposes only and not with a view to any resale,
distribution or other disposition of the securities in violation of the U.S.
federal securities laws.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an
offer to sell or the solicitation of an offer to buy shares of Common Stock or
other securities of the Company.


Section 8.01 Other Events.


On June 30, 2022, the Company issued a press release announcing the Private
Placement and the entry of the Fourth Amendment. The press release issued in
connection with this announcement is attached as Exhibit 99.1 to this Form 8-K
and incorporated herein by reference.

Forward-looking statements

This Form 8-K contains forward-looking statements within the meaning of The
Private Securities Litigation Reform Act of 1995, including without limitation
statements regarding the expected closing of the Private Placement, anticipated
proceeds from the Private Placement and the use thereof, the Company's plans to
file a registration statement to register the resale of the shares of Common
Stock to be issued and sold in the Private Placement and the issuance of the
shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the
Warrants, and the Company's expectations with respect to the Hercules loan
facility and the achievement of milestones thereunder. The words "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intend," "may," "plan,"
"potential," "predict," "project," "target," "should," "would," and similar
expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. Actual results
or events could differ materially from the plans, intentions and expectations
disclosed in these forward-looking statements as a result of various important
factors, including risks relating to the Company's inability, or the inability
of the Investors, to satisfy the conditions to closing for the Private
Placement; the closing of the Private Placement; the Company's ability to
successfully complete the Authorized Shares Increase; and risks described under
the caption "Risk Factors" in the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2022, which is on file with the SEC; and risks
described in other filings that the Company makes with the SEC in the future.
Any forward-looking statements contained in this Form 8-K speak only as of the
date hereof, and the Company expressly disclaims any obligation to update any
forward-looking statements, whether because of new information, future events or
otherwise.

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Item 9.01                  Financial Statements and Exhibits.
Exhibit No.                Description
4.1                          Form of Pre-Funded Warrant
4.2                          Form of Warrant
10.1                         Securities Purchase Agreement, dated June 30, 2022, by and among X4
                           Pharmaceuticals Inc. and the persons party thereto.
10.2                         Registration Rights Agreement, dated June 30, 2022, by and among X4
                           Pharmaceuticals Inc. and the persons party thereto.
10.3                         Amendment No. 4 to Amended and Restated Loan

and warranty agreement, dated

                           as of June 30, 2022, by and among X4 

Pharmaceuticals, Inc.each of his

                           Qualified Subsidiaries (including X4 

Therapeutics, Inc.), the Lender, and

                           Hercules Capital, Inc., as Agent.
99.1                         Press Release of X4
104                        Cover Page Interactive Data File (embedded 

in the Inline XBRL document)

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