UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 16, 2023
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(857 ) 529-8300
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 16, 2023, the Board of Directors (the “Board”) of X4 Pharmaceuticals, Inc. (the “Company”) appointed Keith Woods as a member of the Company’s Board, effective immediately. Mr. Woods will serve as a Class II director until the Company’s 2025 Annual Meeting of Stockholders and until such time as his successor is duly elected and qualified, or until his earlier death, resignation or removal.
Mr. Woods will not join any of the committees of the Board at this time, but may be added to one or more committees in the future.
Mr. Woods will be compensated in accordance with the Company’s standard compensation arrangements for non-employee directors, which are described in greater detail in the Company’s definitive proxy statement on Schedule 14A relating to its 2023 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission, or the Commission, on April 25, 2023.
Pursuant to the Company’s non-employee director compensation policy, Mr. Woods was granted an initial equity award of 90,000 restricted stock units on the date of his appointment, October 16, 2023. The initial award has a term of ten years from the date of the award and shall vest in three equal installments on each of the first three anniversaries of the date of grant, subject to his continued service as a director through each such date. The vesting shall accelerate as to 100% of the restricted stock units upon a change in control of the Company.
In connection with his appointment, the Company has entered into its standard form of indemnification agreement with Mr. Woods, the form of which was filed as Exhibit 10.36 to the Company’s Amendment No. 1 to its Registration Statement on Form S-1 filed with the Commission on November 6, 2017.
Mr. Woods was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person. Mr. Woods does not have any family relationships with any of the Company’s directors or executive officers, and he does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On October 18, 2023, the Company issued a press release announcing the appointment of Mr. Woods to the Board as set forth in Item 5.02. A copy of the press release is furnished as Exhibit 99.1.
The information furnished under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| X4 PHARMACEUTICALS, INC. | |||||||||||
| Date: October 18, 2023 | By: | /s/ Adam Mostafa | |||||||||
| Adam Mostafa | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 99.1
X4 Pharmaceuticals Announces Appointment of Industry Veteran
R. Keith Woods to Board of Directors
R. Keith Woods to Board of Directors
BOSTON, October 18, 2023 – X4 Pharmaceuticals (Nasdaq: XFOR), a company driven to improve the lives of people with rare diseases of the immune system, today announced the appointment of R. Keith Woods as an independent director to the company’s Board of Directors.
“We are thrilled to welcome Keith to the X4 Board of Directors,” said Paula Ragan, Ph.D., President and Chief Executive Officer of X4 Pharmaceuticals. “With his broad and deep experience in commercialization, international operations, supply chain, and business strategy, as well as his recent successful global launch of a rare disease product, we believe it is a great time for him to be joining X4 as a director and that his skillset will complement the strengths and expertise of our Board.”
Mr. Woods brings more than 30 years of life science experience spanning sales, global operations, supply chain, business strategy, and commercialization to the X4 Board. Most recently, he served as Chief Operating Officer of argenx, a company focused on rare diseases, where he helped lead argenx through its successful transition from an R&D organization to a global commercial organization. Following his retirement from argenx, Mr. Woods continues to serve as an advisor to the argenx Board of Directors. Mr. Woods previously served in a variety of roles at Alexion Pharmaceuticals, including Vice President and Managing Director of Alexion UK, overseeing all aspects of Alexion’s UK business, and Vice President, U.S. Commercial Operations, ending his tenure there as Senior Vice President of North America Business Operations. Prior to that, he spent more than two decades in roles of increasing responsibility at Roche, Amgen, and Eisai, where he gained valuable experience crafting effective commercial strategies and developing and leading U.S. national sales teams. Mr. Woods holds a Bachelor of Science degree in marketing from Florida State University.
Mr. Woods commented on his appointment: “It is a privilege to join the X4 Board at this exciting time, given the recent U.S. regulatory submission of the company’s first drug candidate and potential upcoming U.S. commercial launch. I’m looking forward to working with the leadership team and my fellow board members to help X4 fully realize its vision to make a difference in the lives of people with rare immunodeficiencies who have few to no treatment options.”
About X4 Pharmaceuticals
X4 Pharmaceuticals is a late-stage clinical biopharmaceutical company driven to improve the lives of people with rare diseases of the immune system. Our lead clinical candidate is mavorixafor, a small molecule antagonist of chemokine receptor CXCR4 that is being developed as an oral, once-daily therapy across a variety of immunodeficiencies, including WHIM (Warts, Hypogammaglobulinemia, Infections, and Myelokathexis) syndrome and certain chronic neutropenic disorders. Following successful completion of a global, pivotal, Phase 3 clinical trial,
we are seeking U.S. approval of oral, once-daily mavorixafor for the treatment of people aged 12 years and older with WHIM syndrome. We are also currently planning a Phase 3 clinical program evaluating mavorixafor in certain chronic neutropenic disorders. We continue to leverage our insights into CXCR4 and immune system biology at our corporate headquarters in Boston, Massachusetts and at our research center of excellence in Vienna, Austria. For more information, please visit our website at www.x4pharma.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of applicable securities laws, including the Private Securities Litigation Reform Act of 1995, as amended. These statements may be identified by the words “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “target,” or other similar terms or expressions that concern X4's expectations, strategy, plans, or intentions. Forward-looking statements include, without limitation, statements regarding the review of the New Drug Application (NDA) for mavorixafor in WHIM syndrome by the United States Food and Drug Administration (FDA), if accepted, and commercial launch of mavorixafor, if approved. Any forward-looking statements in this press release are based on management's current expectations and beliefs. Actual events or results may differ materially from those expressed or implied by any forward-looking statements contained herein, including, without limitation, the risk that the FDA does not accept the NDA submission for mavorixafor for the treatment of WHIM syndrome; the risk that such NDA is not approved by the FDA or such approval is delayed; the risk that commercial launch of mavorixafor in WHIM syndrome, if approved, is delayed; the risk that the potential market performance for mavorixafor, if approved, may differ materially from projections and other risks and uncertainties, including those described in the section entitled “Risk Factors” in X4’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (SEC) on August 10, 2023, and in other filings X4 makes with the SEC from time to time. X4 undertakes no obligation to update the information contained in this press release to reflect new events or circumstances, except as required by law.
Contacts:
Daniel Ferry (investors)
Managing Director, LifeSci Advisors
daniel@lifesciadvisors.com
(617) 430-7576
Brett Whelan (media)
LifeSci Communications
bwhelan@lifescicomms.com