X4制药 2024年度报告

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024or For the transition period from toCommission File Number:001-38295_________________________________________________________________________________________________________ X4 PHARMACEUTICALS, INC. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 daysYes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (of this chapter) during thepreceding 12 months (of for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitionsof “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. 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 standardsprovided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on an attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes☐No☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error topreviously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officersduring the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). On June 30, 2024, the aggregate market value of the registrant’s voting common stock held by non-affiliates of the registrant was approximately $96million based upon the closing sale price on theNasdaq Capital Market reported on June 30, 2024. In determining the market value of non-affiliate common stock, shares of the registrant’s common stock beneficially owned by officers, directorsand affiliates have been excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of March20, 2025, there were173,662,376shares of the registrant’s common stock, $0.001 par value per share outstanding. DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s definitive proxy statement, (the “2025 Proxy Statement”) for its2025Annual Meeting of Stockholders, which the registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year endedDecember31, 2024,are incorporated byreference into Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS PART I Item 1.BUSINESSItem 1A.RISK FACTORSItem 1B.UNRESOLVED STAFF COMMENTSItem 1C.CYBERSECURITYItem 2.PROPERTIESItem 3.LEGAL PROCEEDINGSItem 4.MINE SAFETY DISCLOSURES Item 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES65Item 6.[RESERVED]65Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS66Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK76Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA76Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURES76Item 9A.CONTROLS AND PROCEDURES76Item 9B.OTHER INFORMATION77Item 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS77 Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE78Item 11.EXECUTIVE COMPENSATION78Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS78Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE78Item 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES78PART IV Item 15.EXHIBIT AND FINANCIAL STATEMENT SCHEDULES79Item 16.FORM 10-K SUMMARY82 CAUTIONARY NOTE REGARDING FORWARD-LOOKING S