Class II director — Kelly Gold: Appointment of Kelly Gold as a Class II director and increase in the board size from five to six directors.

The filing pertains to the approval of an equity incentive plan amendment, not a management change.

The filing is about an equity incentive plan amendment, not a management change.

in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. On October 23, 2025, X4 Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (“Underwriting Agreement”) with Leerink Partners LLC, Stifel, Nicolaus & Company, Incorporated and Guggenheim Securities, LLC, as the representatives of the underwriters named therein (the “Underwriters”), to issue and sell 45,860,000 shares of the Company’s common stock at a public offering price of $2.90 per share and, in lieu of common stock to ce…

Costs Associated with Exit or Disposal Activities. On September 17, 2025, X4 Pharmaceuticals, Inc. (the “Company” or “X4”) announced a strategic restructuring designed to sharpen operational focus and align resources with the Company’s long‑term strategy to successfully complete the 4WARD Phase 3 trial in patients with moderate and severe chronic neutropenia. As part of this initiative, the Company will reduce its workforce by approximately 50%, a step anticipated to result in annualized cost…

Regulation FD Disclosure. On September 17, 2025, the Company issued a press release titled “X4 Pharmaceuticals Announces Restructuring of Business Operations Designed to Drive Long-Term Value Creation,” a copy of which is attached hereto as Exhibit 99.1. The information under this Item 7.01, including Exhibit 99.1 hereto, are being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other…

Chief Operating Officer, Chief Commercial Officer, Chief Legal & Compliance Officer, Chief Medical Officer — Dr. Mary DiBiase, Mark Baldry, Natasha Thoren, Dr. Christophe Arbet-Engels: Multiple senior executives were terminated or resigned in connection with a workforce reduction.

Director — David McGirr and R. Keith Woods: Two directors resigned from the board without a stated disagreement.

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 registr…

Other Events. On August 13, 2025, the Company issued a press release announcing the closing of the First Private Placement and the Pricing of the Second Private Placement. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference herein. 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 express or implied statements regarding the e…

Entry into a Definitive Material Agreement. On August 12, 2025, X4 Pharmaceuticals, Inc. previously announced the entry into a Securities Purchase Agreement with certain institutional investors for the offering and sale of $60 million of common stock and pre-funded warrants (the “First Private Placement”). Also on August 12, 2025, the Company subsequently entered into a separate Securities Purchase Agreement and Registration Rights Agreement with a third-party investment fund, under which the…

Other Events. On August 12, 2025, the Company issued a press release announcing the pricing of the Private Placement, the appointments of Dr. Craig as the Executive Chairman and a director, Mr. Kirske as Chief Financial Officer and Mr. Volpone as President. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference herein. Forward-Looking Statements This Form 8-K contains forward-looking statements within the meaning of The Private Securities Litigation Reform A…

President, Chief Executive Officer and principal executive officer — Paula Ragan, Ph.D.: Dr. Paula Ragan resigned as President, CEO and principal executive officer.

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 registr…

Entry into a Definitive Material Agreement. Securities Purchase Agreement On August 11, 2025, 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 11,040,776 shares (the “Shares”) of the Company’s common stock, par val…

Entry Into Material Definitive Agreement On June 23, 2025, X4 Pharmaceuticals, Inc. (the “Company”) and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company has the right to sell to Lincoln Park shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate value of up to $40,000,000 (the “P…

in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Regulation FD Disclosure. On February 6, 2025, the Company issued a press release titled “X4 Pharmaceuticals Announces Strategic Restructuring to Drive Value and Maximize Opportunity for Mavorixafor in Chronic Neutropenia,” a copy of which is attached hereto as Exhibit 99.1. The information under this Item 7.01, including Exhibit 99.1 hereto, are being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities…

Costs Associated with Exit or Disposal Activities. On February 6, 2025, X4 Pharmaceuticals, Inc. (the “Company” or “X4”) announced a strategic restructuring of its workforce and capital spending to focus efforts on advancing mavorixafor to treat those with chronic neutropenia, while also optimizing its U.S. promotion of XOLREMDI. In connection with this shift in operational focus and strategic restructuring, the Company expects to implement a net reduction of its employee headcount by 43 empl…

Entry Into a Material Definitive Agreement. On January 13, 2025, X4 Pharmaceuticals, Inc. (the “Company” or “X4”) entered into a License and Supply Agreement (the “Agreement”) with Norgine Pharma UK Limited (“Norgine”), pursuant to which Norgine is granted an exclusive license to (i) distribute, market and sell the Company’s product mavorixafor (marketed by X4 as XOLREMDI® in the United States) for all indications in the European Economic Area, Switzerland, the United Kingdom, Australia and N…

in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Other Events. On November 13, 2024, the Company announced positive new clinical data from its now completed Phase 2 clinical trial evaluating mavorixafor, an oral CXCR4 antagonist, in the treatment of people with chronic neutropenia (“CN”). An analysis of final data from the six-month study showed that once-daily oral mavorixafor durably and meaningfully increased participants’ mean absolute neutrophil counts (“ANC”). In addition, when tested in combination with injectable granulocyte colony-…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On August 13, 2024, X4 Pharmaceuticals, Inc. (the “Company”) received a deficiency letter (the “Nasdaq Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 32 consecutive business days, the closing bid price of the Company’s shares of common stock, $0.001 par value per share (“Common Stock”), has not been maintained at the minimum required closing bid pr…