X4 Pharmaceuticals Secures Up to $150M Debt Facility, Repays Prior Loan

Updates

1. Oct 8, 5:23 PM ET · SEC 8-K — The 8-K details the loan terms: $80M first tranche funded, up to $70M second tranche, interest at greater of 8.55% or prime +1.55% plus 1.0% PIK, maturity October 1, 2030, and conversion option for up to $15M at $3.2341 per share.

   • Loan Terms
     • Loan Agreement entered into on October 7, 2026 (Closing Date).
     • X4 Therapeutics, Inc. is a co-borrower; Ankura Trust Company, LLC is collateral trustee.
     • Prior loan agreement repaid was the Hercules Loan Agreement.
     • Remaining first tranche proceeds are for working capital and general corporate purposes.
     • Second tranche proceeds may be used for permitted acquisitions and permitted investments.
     • Once repaid, the Term Loans may not be reborrowed.
     • Cash interest is payable monthly in arrears.
     • Interest-only payments are through October 1, 2029.
     • Interest-only period extends to maturity if first U.S. commercial sales of mavorixafor in chronic neutropenia are achieved.
     • After the interest-only period, payments are equal monthly installments of principal and interest.
     • Borrowers may prepay all, but not less than all, of the Term Loans, subject to a prepayment fee.
     • Borrowers are required to pay a final payment fee upon repayment of the Term Loans.
     • The loan is secured by substantially all assets, other than intellectual property.
     • Financial covenant: commencing Oct 1, 2027, maintain unrestricted cash of at least 75% of obligations if market cap < $800M.
     • Financial covenant: commencing April 1, 2029, achieve trailing three-month net product revenue of at least 50% of projections.
     • Conversion option subject to certain beneficial ownership limitations.
     • Issuance of Conversion Shares relies on exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D.
     • Interest-only period extends to maturity if Borrowers achieve first commercial sales in the United States of mavorixafor in moderate to severe chronic neutropenia.
     • Borrowers may prepay all, but not less than all, of the Term Loans, subject to a prepayment fee and certain notice requirements.
     • Financial covenant requires maintaining unrestricted cash and cash equivalents of at least 75% of total outstanding obligations, decreasing to 40% following meeting certain conditions.
     • Conversion option is subject to proportionate adjustment for stock splits, stock combinations, stock dividends, recapitalizations and similar events.
   • Repayment — Total payoff for Hercules Loan Agreement was approximately $78.7 million, including $75.0 million principal, accrued interest, end of term charge, prepayment charge, and fees. Hercules warrants remain outstanding; no early termination penalties other than prepayment charge.
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   • Loan Agreement entered into on October 7, 2026 (Closing Date).
   • X4 Therapeutics, Inc. is a co-borrower; Ankura Trust Company, LLC is collateral trustee.
   • Prior loan agreement repaid was the Hercules Loan Agreement.
   • Remaining first tranche proceeds are for working capital and general corporate purposes.
   • Second tranche proceeds may be used for permitted acquisitions and permitted investments.
   • Once repaid, the Term Loans may not be reborrowed.
   • Cash interest is payable monthly in arrears.
   • Interest-only payments are through October 1, 2029.
   • Interest-only period extends to maturity if first U.S. commercial sales of mavorixafor in chronic neutropenia are achieved.
   • After the interest-only period, payments are equal monthly installments of principal and interest.
   • Borrowers may prepay all, but not less than all, of the Term Loans, subject to a prepayment fee.
   • Borrowers are required to pay a final payment fee upon repayment of the Term Loans.
   • The loan is secured by substantially all assets, other than intellectual property.
   • Financial covenant: commencing Oct 1, 2027, maintain unrestricted cash of at least 75% of obligations if market cap < $800M.
   • Financial covenant: commencing April 1, 2029, achieve trailing three-month net product revenue of at least 50% of projections.
   • Conversion option subject to certain beneficial ownership limitations.
   • Total payoff amount for Hercules Loan Agreement was approximately $78.7 million.
   • Payoff included $75.0 million outstanding principal, accrued and unpaid interest, end of term charge, prepayment charge, and related fees and expenses.
   • Upon repayment, Hercules Loan Agreement and related loan documents terminated, lenders' commitments terminated, and all liens and security interests securing obligations released.
   • Warrants to purchase common stock previously issued to Hercules and its affiliates remain outstanding in accordance with their terms.
   • No early termination penalties incurred for Hercules Loan Agreement, other than the prepayment charge.
   • Issuance of Conversion Shares relies on exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D.
   • Interest-only period extends to maturity if Borrowers achieve first commercial sales in the United States of mavorixafor in moderate to severe chronic neutropenia.
   • Borrowers may prepay all, but not less than all, of the Term Loans, subject to a prepayment fee and certain notice requirements.
   • Financial covenant requires maintaining unrestricted cash and cash equivalents of at least 75% of total outstanding obligations, decreasing to 40% following meeting certain conditions.
   • Conversion option is subject to proportionate adjustment for stock splits, stock combinations, stock dividends, recapitalizations and similar events.
   • The prior Hercules Loan Agreement was the Second Amended and Restated Loan and Security Agreement, dated as of January 6, 2023, as amended.