UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
X4 Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
(CUSIP Number)
Louis S. Citron, Esq.
New Enterprise Associates
1954 Greenspring Drive, Suite 600, Timonium, MD 21093
(410) 842-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 13, 2019
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No. 98420X103
|
13D
|
Page 2 of 9 Pages
|
Schedule 13D
Item 1. Security and Issuer.
Item 2. Identity and Background.
This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and restates the statement on Schedule 13D originally
filed on November 29, 2017 relating to the common shares, $0.001 par value (the “Common Stock”), of X4 Pharmaceuticals, Inc. (f/k/a Arsanis, Inc.) (the “Issuer”) having its principal executive office at 955 Massachusetts Avenue, 4th Floor, Cambridge, Massachusetts 02139.
Certain terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the
Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.
This statement is being filed by:
(a) New Enterprise Associates 16, L.P. (“NEA 16”), NEA Partners 16, L.P. (“NEA Partners 16”), which is
the sole general partner of NEA 16; and NEA 16 GP, LLC (“NEA 16 LLC” and, together with NEA Partners 16, the “Control Entities”), which is the sole general partner of NEA Partners 16; and
(b) Peter J. Barris (“Barris”), Forest Baskett (“Baskett”), Anthony A. Florence, Jr. (“Florence”),
Mohamad H. Makhzoumi (“Makhzoumi”), Joshua Makower (“Makower”), David M. Mott (“Mott”), Scott D. Sandell (“Sandell”) and Peter W. Sonsini (“Sonsini”) (together, the “Managers”), Chetan Puttagunta (“Puttagunta”), Jon M. Sakoda (“Sakoda”)
and Ravi Viswanathan (“Viswanathan”). The Managers are the managers of NEA 16 LLC.
The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and
collectively as the “Reporting Persons.”
The address of the principal business office of NEA 16 and each Control Entity is New Enterprise
Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of each of Barris and Mott is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The
address of the principal business office of Baskett, Makhzoumi, Makower, Sandell and Sonsini is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is New
Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10001.
The principal business of NEA 16 is to invest in and assist growth-oriented businesses located
principally in the United States. The principal business of NEA Partners 16 is to act as the sole general partner of NEA 16. The principal business of NEA 16 LLC is to act as the sole general partner of NEA Partners 16. The principal
business of each of the Managers is to manage the Control Entities, NEA 16 and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a
criminal proceeding or has been a party to a civil proceeding ending in 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.
NEA 16 LLC is a limited liability company organized under the laws of the State of Delaware. NEA 16 and
NEA Partners 16 are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
|
CUSIP No. 98420X103
|
13D
|
Page 3 of 9 Pages
|
Item 4. Purpose of Transaction.
Not applicable.
Item 5. Interest in Securities of the Issuer.
Each of the Reporting Persons has ceased to own beneficially five percent or more of the Issuer’s Common Stock
Item 7. Material to be Filed as Exhibits.
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
|
CUSIP No. 98420X103
|
13D
|
Page 4 of 9 Pages
|
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
EXECUTED this 28th day of May, 2019.
NEW ENTERPRISE ASSOCIATES 16, L.P.
| By: |
NEA PARTNERS 16, L.P.
General Partner |
| By: |
NEA 16 GP, LLC
General Partner |
By:
*
Scott D. Sandell
Chief Executive Officer
NEA PARTNERS 16, L.P.
| By: |
NEA 16 GP, LLC
General Partner |
By:
*
Scott D. Sandell
Chief Executive Officer
NEA 16 GP, LLC
By: *
Scott D. Sandell Chief Executive Officer
*
Peter J. Barris
*
Forest Baskett
|
CUSIP No. 98420X103
|
13D
|
Page 5 of 9 Pages
|
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi *
Joshua Makower *
David M. Mott *
Scott D. Sandell *
Peter W. Sonsini*/s/ Sasha O. Keough
Sasha O. Keough
As attorney-in-fact
This Amendment No. 1 to Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of
which is attached as Exhibit 2.
|
CUSIP No. 98420X103
|
13D
|
Page 6 of 9 Pages
|
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement
containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of X4 Pharmaceuticals, Inc (f/k/a Arsanis, Inc.).
EXECUTED this 28th day of May, 2019.
NEW ENTERPRISE ASSOCIATES 16, L.P.
| By: |
NEA PARTNERS 16, L.P.
General Partner |
| By: |
NEA 16 GP, LLC
General Partner |
By:
*
Scott D. Sandell
Chief Executive Officer
NEA PARTNERS 16, L.P.
| By: |
NEA 16 GP, LLC
General Partner |
By:
*
Scott D. Sandell
Chief Executive Officer
NEA 16 GP, LLC
By: *
Scott D. Sandell Chief Executive Officer
*
Peter J. Barris
*
Forest Baskett
|
CUSIP No. 98420X103
|
13D
|
Page 7 of 9 Pages
|
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi *
Joshua Makower *
David M. Mott *
Scott D. Sandell *
Peter W. Sonsini*/s/ Sasha O. Keough
Sasha O. Keough
As attorney-in-fact
This Agreement relating to Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy
of which is attached hereto as Exhibit 2.
|
CUSIP No. 98420X103
|
13D
|
Page 8 of 9 Pages
|
EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie
Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable
or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to
section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith,
with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and
perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
/s/ M. James Barrett
M. James Barrett
/s/ Peter J. Barris
Peter J. Barris
/s/ Forest Baskett
Forest Baskett
/s/ Ali Behbahani
Ali Behbahani
/s/ Colin Bryant
Colin Bryant
/s/ Carmen Chang
Carmen Chang
/s/ Anthony A. Florence, Jr.
Anthony A. Florence, Jr.
/s/ Carol G. Gallagher
Carol G. Gallagher
/s/ Dayna Grayson
Dayna Grayson
/s/ Patrick J. Kerins
Patrick J. Kerins
|
CUSIP No. 98420X103
|
13D
|
Page 9 of 9 Pages
|
/s/ P. Justin Klein
P. Justin Klein
/s/ Vanessa Larco
Vanessa Larco
/s/ Joshua Makower
Joshua Makower
/s/ Mohamad H. Makhzoumi
Mohamad H. Makhzoumi
/s/ Edward T. Mathers
Edward T. Mathers
/s/ David M. Mott
David M. Mott
/s/ Sara M. Nayeem
Sara M. Nayeem
/s/ Jason R. Nunn
Jason R. Nunn
/s/ Gregory Papadopoulos
Gregory Papadopoulos
/s/ Chetan Puttagunta
Chetan Puttagunta
/s/ Jon Sakoda
Jon Sakoda
/s/ Scott D. Sandell
Scott D. Sandell
/s/ A. Brooke Seawell
A. Brooke Seawell
/s/ Peter W. Sonsini
Peter W. Sonsini
/s/ Melissa Taunton
Melissa Taunton
/s/ Frank M. Torti
Frank M. Torti
/s/ Ravi Viswanathan
Ravi Viswanathan
/s/ Paul E. Walker
Paul E. Walker
/s/ Rick Yang
Rick Yang