UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)
X4 Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.001
par value per share
(Title of Class of Securities)
98420X103
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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 the 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, as amended (“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 | 13G | Page 2 of 10 |
| 1 |
Names of reporting persons
Bain Capital Life Sciences Fund, L.P. | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with:
|
5 | Sole voting power
0 shares of Common Stock | ||||
| 6 | Shared voting power
2,886,542 shares of Common Stock (1) | |||||
| 7 | Sole dispositive power
0 shares of Common Stock | |||||
| 8 | Shared dispositive power
2,886,542 shares of Common Stock (1) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
2,886,542 shares of Common Stock (1) | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
9.99% (1) | |||||
| 12 | Type of reporting person
PN | |||||
| (1) | As of the close of business on December 31, 2021, (i) Bain Capital Life Sciences Fund, L.P. held 566,966 shares of Common Stock, Class B Warrants to purchase 1,133,932 shares of Common Stock and Pre-Funded Warrants to purchase 566,966 shares of Common Stock; (ii) Bain Capital Life Sciences Fund II, L.P. held 1,332,276 shares of Common Stock, Class B Warrants to purchase 1,114,286 shares of Common Stock and Pre-Funded Warrants to purchase 601,714 shares of Common Stock; (iii) BCIP Life Sciences Associates, LP held 220,298 shares of Common Stock, Class B Warrants to purchase 251,782 shares of Common Stock and Pre-Funded Warrants to purchase 131,320 shares of Common Stock; and (iv) BCLS II Investco, LP held Pre-Funded Warrants to purchase 2,008,032 shares of Common Stock. As a result of the Beneficial Ownership Blocker (as defined herein), beneficial ownership of the Reporting Persons is capped at 9.99% of the outstanding shares of Common Stock, representing 2,886,542 shares of Common Stock calculated as described herein as of December 31, 2021. |
The calculation of beneficial ownership of the Reporting Persons is based on (i) 28,127,315 shares of Common Stock issued and outstanding as of December 20, 2021, as reported by the Issuer in its prospectus filed with the Securities and Exchange Commission on January 4, 2022 and (ii) 767,002 shares of Common Stock to be issued upon the exercise of Class B Warrants and Pre-Funded Warrants held by the Reporting Persons, which reflects the Beneficial Ownership Blocker.
| CUSIP No. 98420X103 | 13G | Page 3 of 10 |
| 1 |
Names of reporting persons
Bain Capital Life Sciences Fund II, L.P. | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with:
|
5 | Sole voting power
0 shares of Common Stock | ||||
| 6 | Shared voting power
(1) | |||||
| 7 | Sole dispositive power
0 shares of Common Stock | |||||
| 8 | Shared dispositive power
(1) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
(1) | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
(1) | |||||
| 12 | Type of reporting person
PN | |||||
| (1) | As of the close of business on December 31, 2021, (i) Bain Capital Life Sciences Fund, L.P. held 566,966 shares of Common Stock, Class B Warrants to purchase 1,133,932 shares of Common Stock and Pre-Funded Warrants to purchase 566,966 shares of Common Stock; (ii) Bain Capital Life Sciences Fund II, L.P. held 1,332,276 shares of Common Stock, Class B Warrants to purchase 1,114,286 shares of Common Stock and Pre-Funded Warrants to purchase 601,714 shares of Common Stock; (iii) BCIP Life Sciences Associates, LP held 220,298 shares of Common Stock, Class B Warrants to purchase 251,782 shares of Common Stock and Pre-Funded Warrants to purchase 131,320 shares of Common Stock; and (iv) BCLS II Investco, LP held Pre-Funded Warrants to purchase 2,008,032 shares of Common Stock. As a result of the Beneficial Ownership Blocker, beneficial ownership of the Reporting Persons is capped at 9.99% of the outstanding shares of Common Stock, representing 2,886,542 shares of Common Stock calculated as described herein as of December 31, 2021. |
The calculation of beneficial ownership of the Reporting Persons is based on (i) 28,127,315 shares of Common Stock issued and outstanding as of December 20, 2021, as reported by the Issuer in its prospectus filed with the Securities and Exchange Commission on January 4, 2022 and (ii) 767,002 shares of Common Stock to be issued upon the exercise of Class B Warrants and Pre-Funded Warrants held by the Reporting Persons, which reflects the Beneficial Ownership Blocker.
| CUSIP No. 98420X103 | 13G | Page 4 of 10 |
| 1 |
Names of reporting persons
BCIP Life Sciences Associates, LP | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
5 | Sole voting power
0 shares of Common Stock | ||||
| 6 | Shared voting power
(1) | |||||
| 7 | Sole dispositive power
0 shares of Common Stock | |||||
| 8 | Shared dispositive power
(1) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
(1) | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
(1) | |||||
| 12 | Type of reporting person
PN | |||||
| (1) | As of the close of business on December 31, 2021, (i) Bain Capital Life Sciences Fund, L.P. held 566,966 shares of Common Stock, Class B Warrants to purchase 1,133,932 shares of Common Stock and Pre-Funded Warrants to purchase 566,966 shares of Common Stock; (ii) Bain Capital Life Sciences Fund II, L.P. held 1,332,276 shares of Common Stock, Class B Warrants to purchase 1,114,286 shares of Common Stock and Pre-Funded Warrants to purchase 601,714 shares of Common Stock; (iii) BCIP Life Sciences Associates, LP held 220,298 shares of Common Stock, Class B Warrants to purchase 251,782 shares of Common Stock and Pre-Funded Warrants to purchase 131,320 shares of Common Stock; and (iv) BCLS II Investco, LP held Pre-Funded Warrants to purchase 2,008,032 shares of Common Stock. As a result of the Beneficial Ownership Blocker, beneficial ownership of the Reporting Persons is capped at 9.99% of the outstanding shares of Common Stock, representing 2,886,542 shares of Common Stock calculated as described herein as of December 31, 2021. |
The calculation of beneficial ownership of the Reporting Persons is based on (i) 28,127,315 shares of Common Stock issued and outstanding as of December 20, 2021, as reported by the Issuer in its prospectus filed with the Securities and Exchange Commission on January 4, 2022 and (ii) 767,002 shares of Common Stock to be issued upon the exercise of Class B Warrants and Pre-Funded Warrants held by the Reporting Persons, which reflects the Beneficial Ownership Blocker.
| CUSIP No. 98420X103 | 13G | Page 5 of 10 |
| 1 |
Names of reporting persons
BCLS II Investco, LP | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
5 | Sole voting power
0 shares of Common Stock | ||||
| 6 | Shared voting power
(1) | |||||
| 7 | Sole dispositive power
0 shares of Common Stock | |||||
| 8 | Shared dispositive power
(1) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
(1) | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares
☐ | |||||
| 11 | Percent of class represented by amount in Row (9)
(1) | |||||
| 12 | Type of reporting person
PN | |||||
| (1) | As of the close of business on December 31, 2021, (i) Bain Capital Life Sciences Fund, L.P. held 566,966 shares of Common Stock, Class B Warrants to purchase 1,133,932 shares of Common Stock and Pre-Funded Warrants to purchase 566,966 shares of Common Stock; (ii) Bain Capital Life Sciences Fund II, L.P. held 1,332,276 shares of Common Stock, Class B Warrants to purchase 1,114,286 shares of Common Stock and Pre-Funded Warrants to purchase 601,714 shares of Common Stock; (iii) BCIP Life Sciences Associates, LP held 220,298 shares of Common Stock, Class B Warrants to purchase 251,782 shares of Common Stock and Pre-Funded Warrants to purchase 131,320 shares of Common Stock; and (iv) BCLS II Investco, LP held Pre-Funded Warrants to purchase 2,008,032 shares of Common Stock. As a result of the Beneficial Ownership Blocker, beneficial ownership of the Reporting Persons is capped at 9.99% of the outstanding shares of Common Stock, representing 2,886,542 shares of Common Stock calculated as described herein as of December 31, 2021. |
The calculation of beneficial ownership of the Reporting Persons is based on (i) 28,127,315 shares of Common Stock issued and outstanding as of December 20, 2021, as reported by the Issuer in its prospectus filed with the Securities and Exchange Commission on January 4, 2022 and (ii) 767,002 shares of Common Stock to be issued upon the exercise of Class B Warrants and Pre-Funded Warrants held by the Reporting Persons, which reflects the Beneficial Ownership Blocker.
| CUSIP No. 98420X103 | 13G | Page 6 of 10 |
Item 1(a). Name of Issuer
The name of the issuer to which this filing on Schedule 13G relates is X4 Pharmaceuticals, Inc. (the “Issuer”).
Item 1(b). Address of Issuer’s Principal Executive Offices
The principal executive offices of the Issuer are located at 61 North Beacon Street, 4th Floor, Boston, Massachusetts 02134.
Item 2(a). Name of Person Filing
This Schedule 13G is being filed jointly by Bain Capital Life Sciences Fund, L.P., a Cayman Islands exempted limited partnership (“BCLS”), Bain Capital Life Sciences Fund II, L.P., a Cayman Islands exempted limited partnership (“BCLS II”), BCIP Life Sciences Associates, LP, a Delaware limited partnership (“BCIPLS”), and BCLS II Investco, LP, a Delaware limited partnership (“BCLS II Investco” and, together with BCLS, BCLS II and BCIPLS, the “Reporting Persons”).
Bain Capital Life Sciences Investors, LLC, a Delaware limited liability company (“BCLSI”), is (i) the general partner of Bain Capital Life Sciences Partners, LP, a Cayman Islands exempted limited partnership (“BCLSP”), which is the general partner of BCLS and (ii) the manager of Bain Capital Life Sciences Investors II, LLC, a Cayman Islands limited liability company (“BCLSI II”), which is the general partner of BCLS II.
Boylston Coinvestors, LLC, a Delaware limited liability company (“Boylston”), is the general partner of BCIPLS. BCLSI governs the investment strategy and decision-making process with respect to investments held by BCIPLS.
BCLS II Investco (GP), LLC, a Delaware limited liability company (“BCLS II Investco GP”), whose manager is BCLS II, is the general partner of BCLS II Investco.
As a result, BCLSI may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Persons.
The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2022, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Act.
Item 2(b). Address of Principal Business Office or, if None, Residence
The principal business address for each of the Reporting Persons, BCLSI, BCLSP, BCLSI II, Boylston and BCLS II Investco GP is 200 Clarendon Street, Boston, MA 02116.
Item 2(c). Citizenship
BCLS, BCLS II, BCLSP and BCLSI II are organized under the laws of the Cayman Islands. BCIPLS, BCLS II Investco, BCLSI, Boylston and BCLS II Investco GP are organized under the laws of the State of Delaware.
Item 2(d). Title of Class of Securities
The class of securities of the Issuer to which this Schedule 13G relates is Common Stock, $0.001 par value per share (“Common Stock”).
| CUSIP No. 98420X103 | 13G | Page 7 of 10 |
Item 2(e). CUSIP Number
The CUSIP number of the Common Stock is 98420X103.
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) | ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | ||
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | ||
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution.
| Item 4. | Ownership |
(a) Amount beneficially owned:
As of the close of business on December 31, 2021, (i) BCLS held 566,966 shares of Common Stock, Class B Warrants to purchase 1,133,932 shares of Common Stock and Pre-Funded Warrants to purchase 566,966 shares of Common Stock; (ii) BCLS II held 1,332,276 shares of Common Stock, Class B Warrants to purchase 1,114,286 shares of Common Stock and Pre-Funded Warrants to purchase 601,714 shares of Common Stock; (iii) BCIPLS held 220,298 shares of Common Stock, Class B Warrants to purchase 251,782 shares of Common Stock and Pre-Funded Warrants to purchase 131,320 shares of Common Stock; and (iv) BCLS II Investco held Pre-Funded Warrants to purchase 2,008,032 shares of Common Stock.
The Reporting Persons are prohibited from exercising Class B Warrants to purchase Common Stock or Pre-Funded Warrants to purchase Common Stock if, as a result of such exercise, the Reporting Persons would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise (the “Beneficial Ownership Blocker”). Accordingly, pursuant to Rule 13d-3 of the Act and the relationships described herein, the Reporting Persons may be deemed to collectively beneficially own 9.99% of the outstanding shares of Common Stock, representing 2,886,542 shares of Common Stock as of December 31, 2021.
The calculation of beneficial ownership of the Reporting Persons is based on (i) 28,127,315 shares of Common Stock issued and outstanding as of December 20, 2021, as reported by the Issuer in its prospectus filed with the Securities and Exchange Commission on January 4, 2022 and (ii) 767,002 shares of Common Stock to be issued upon the exercise of Class B Warrants and Pre-Funded Warrants held by the Reporting Persons, which reflects the Beneficial Ownership Blocker.
| CUSIP No. 98420X103 | 13G | Page 8 of 10 |
(b) Percent of class:
See Item 4(a) hereof.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or direct the vote:
See Item 4(a) hereof
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
See Item 4(a) hereof
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. 98420X103 | 13G | Page 9 of 10 |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information in this statement is true, complete and correct.
| Dated: February 14, 2022 | Bain Capital Life Sciences Fund, L.P. | |||||||
| By: | Bain Capital Life Sciences Partners, LP, | |||||||
| its general partner | ||||||||
| By: | Bain Capital Life Sciences Investors, LLC, | |||||||
| its general partner | ||||||||
| By: | /s/ Andrew Hack | |||||||
| Name: | Andrew Hack | |||||||
| Title: | Managing Director | |||||||
| Bain Capital Life Sciences Fund II, L.P. | ||||||||
| By: | Bain Capital Life Sciences Investors II, LLC, | |||||||
| its general partner | ||||||||
| By: | Bain Capital Life Sciences Investors, LLC, | |||||||
| its manager | ||||||||
| By: | /s/ Andrew Hack | |||||||
| Name: | Andrew Hack | |||||||
| Title: | Managing Director | |||||||
| BCIP Life Sciences Associates, LP | ||||||||
| By: | Boylston Coinvestors, LLC, | |||||||
| its general partner | ||||||||
| By: | /s/ Andrew Hack | |||||||
| Name: | Andrew Hack | |||||||
| Title: | Authorized Signatory | |||||||
| BCLS II Investco, LP | ||||||||
| By: | BCLS II Investco (GP), LLC, | |||||||
| its general partner | ||||||||
| By: | Bain Capital Life Sciences Fund II, L.P., | |||||||
| its manager | ||||||||
| By: | Bain Capital Life Sciences Investors II, LLC, | |||||||
| its general partner | ||||||||
| By: | Bain Capital Life Sciences Investors, LLC, | |||||||
| its manager | ||||||||
| CUSIP No. 98420X103 | 13G | Page 10 of 10 |
| By: | /s/ Andrew Hack | |||||||
| Name: | Andrew Hack | |||||||
| Title: | Managing Director | |||||||
Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13G
The undersigned hereby agree as follows:
| (i) | Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and |
| (ii) | Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. |
| Dated: February 14, 2022 | Bain Capital Life Sciences Fund, L.P. | |||||||
| By: | Bain Capital Life Sciences Partners, LP, | |||||||
| its general partner | ||||||||
| By: | Bain Capital Life Sciences Investors, LLC, | |||||||
| its general partner | ||||||||
| By: | /s/ Andrew Hack | |||||||
| Name: | Andrew Hack | |||||||
| Title: | Managing Director | |||||||
| Bain Capital Life Sciences Fund II, L.P. | ||||||||
| By: | Bain Capital Life Sciences Investors II, LLC, | |||||||
| its general partner | ||||||||
| By: | Bain Capital Life Sciences Investors, LLC, | |||||||
| its manager | ||||||||
| By: | /s/ Andrew Hack | |||||||
| Name: | Andrew Hack | |||||||
| Title: | Managing Director | |||||||
| BCIP Life Sciences Associates, LP | ||||||||
| By: | Boylston Coinvestors, LLC, | |||||||
| its general partner | ||||||||
| By: | /s/ Andrew Hack | |||||||
| Name: | Andrew Hack | |||||||
| Title: | Authorized Signatory | |||||||
| BCLS II Investco, LP | ||||||||
| By: | BCLS II Investco (GP), LLC, | |||||||
| its general partner | ||||||||
| By: | Bain Capital Life Sciences Fund II, L.P., | |||||||
| its manager | ||||||||
| By: | Bain Capital Life Sciences Investors II, LLC, | |||||||
| its general partner | ||||||||
| By: | Bain Capital Life Sciences Investors, LLC, | |||||||
| its manager | ||||||||
| By: | /s/ Andrew Hack | |||||||
| Name: | Andrew Hack | |||||||
| Title: | Managing Director | |||||||