X4 Pharmaceuticals, Inc. (NASDAQ:XFOR), a leader in the discovery and development of novel small-molecule therapeutics to benefit people with diseases of the immune system, announced today the pricing of its previously announced underwritten public offering of 52,300,000 shares of its common stock and, in lieu of common stock, pre-funded warrants to purchase 6,800,000 shares of its common stock, and accompanying Class C warrants to purchase 29,550,000 shares of its common stock at an exercise price of $1.50 per share of common stock (or, for investors who so choose, pre-funded warrants to purchase shares of its common stock) at a price to the public of $1.10 per share and accompanying Class C warrant (or $1.099 per pre-funded warrant and accompanying Class C warrant). X4 has also granted the underwriters a 30-day option to purchase up to an additional 8,865,000 shares of its common stock and/or Class C warrants to purchase up to an additional 4,432,500 shares of its common stock at the public offering price, less underwriting discounts and commissions. X4’s gross proceeds from this offering are expected to be approximately $65.0 million (or approximately $74.8 million if the underwriters exercise their option in full), before deducting underwriting discounts and estimated offering expenses and any proceeds from the exercise of the warrants to be issued in the offering. All of the securities in the offering are being sold by X4. The offering is expected to close on or about December 9, 2022, subject to customary closing conditions.
Piper Sandler, Stifel and Cantor are acting as joint book-running managers for the offering. H.C. Wainwright & Co. and Brookline Capital Markets (a division of Arcadia Securities, LLC) are acting as financial advisors for the offering.
The offering is being made only by means of a written prospectus and related prospectus supplement forming part of a shelf registration statement on Form S-3 that was originally filed with the Securities and Exchange Commission (SEC) on October 19, 2020 and declared effective by the SEC on October 26, 2020. The preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the offering were filed with the SEC on December 7, 2022. The final prospectus supplement and accompanying prospectus will be filed with the SEC and will be available at the SEC’s website located at www.sec.gov, copies of which may be obtained, when available, from: Piper Sandler & Co., 800 Nicollet Mall, J12S03, Minneapolis, Minnesota 55402, Attention: Prospectus Department, by telephone at (800) 747-3924 or by email at prospectus@psc.com; Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, California 94104, or by telephone at 415-364-2720 or by email at syndprospectus@stifel.com; or Cantor Fitzgerald & Co., Attention: Capital Markets, 499 Park Avenue, 4th Floor, New York, New York 10022, or by email at prospectus@cantor.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
