xfor-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-38295

_____________________________________________________________________________________

X4 PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

_____________________________________________________________________________________


Delaware (State or other jurisdiction of incorporation or organization)			27-3181608 (I.R.S. Employer Identification No.)

61 North Beacon Street, 4th Floor Boston, Massachusetts (Address of principal executive offices)			02134 (Zip Code)

(857) 529-8300

(Registrant’s telephone number, including area code)

____________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

XFOR

The Nasdaq Stock Market LLC

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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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 (§ 232.405 of this chapter) during the preceding 12 months (or 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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

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 standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 1, 2026, the registrant had 94,319,696 shares of common stock, $0.001 par value per share, outstanding.


X4 PHARMACEUTICALS INC. TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION		Page
	Item 1: FINANCIAL STATEMENTS	5
	Condensed Consolidated Balance Sheets (unaudited)	5
	Condensed Consolidated Statements of Operations and Comprehensive (Loss ) Income (unaudited)	6
	Condensed Consolidated Statements Stockholders’ Equity (unaudited)	7
	Condensed Consolidated Statements of Cash Flows (unaudited)	8
	Notes to Condensed Consolidated Financial Statements	9
	Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
	Item 3: Quantitative and Qualitative Disclosures About Market Risk	26
	Item 4: Controls and Procedures	26
PART II: OTHER INFORMATION
	Item 1: Legal Proceedings	28
	Item 1A: Risk Factors	28
	Item 2: Unregistered Sales of Equity Securities and Use of Proceeds	28
	Item 3: Defaults upon Senior Securities	28
	Item 4: Mine Safety Disclosures	28
	Item 5: Other Information	28
	Item 6: Exhibits	29
Signatures		30

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

In this Quarterly Report on Form 10-Q, unless context otherwise requires or where otherwise indicated, the terms “X4” “we,”

“us,” “our,” and the “Company,” refer to X4 Pharmaceuticals, Inc. and its subsidiaries. This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical facts, contained in this Quarterly Report on Form 10-Q, including statements regarding our plans, objectives, goals, strategies, future events, future operations, future financial position, future revenues or performance, projected costs, prospects, expectations, plans or intentions relating to clinical development, product candidates, the regulatory approval process, products and markets, and business trends and other information referred to in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are forward-looking statements. In some cases, these statements may be identified by such forward-looking terminology as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions, or expectations disclosed in these forward-looking statements and actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the section titled “Risk Factors” and elsewhere in this report, regarding, among other things:

•our ability to raise additional capital or achieve sufficient revenue to properly fund our business and operating plan as well as our ability to continue as a going concern;

•our expectations and goals for commercialization of XOLREMDI® (mavorixafor), which has been approved for use as an oral, once-daily therapy to increase the number of circulating mature neutrophils and lymphocytes in patients 12 years of age and older with WHIM (warts, hypogammaglobulinemia, infections, and myelokathexis) syndrome in the U.S., and that XOLREMDI, our one product approved for commercial sale, upon which we depend almost entirely to produce revenue, faces an unknown market size and growth potential, and we have not generated significant revenue from product sales to date, and we may never achieve profitability;

•the initiation, timing, progress and results of our current and future preclinical studies and clinical trials and related preparatory work and the period during which the results of the trials will become available, as well as our research and development programs;

•the potential benefits, including clinical utility, that may be derived from XOLREMDI or any of our product candidates;

•the timing of and our ability to obtain and maintain regulatory approval of our existing product XOLREMDI or any product candidates that we may develop in the future, and any related restrictions, limitations, or warnings in the label of any approved product candidates;

•our plans to research, develop, manufacture and commercialize XOLREMDI or our product candidates;

•the timing of our regulatory filings for our product candidates, along with regulatory developments in the United States and other foreign countries;

•the size and growth potential of the markets for XOLREMDI and our product candidates, if approved, and the rate and degree of market acceptance of XOLREMDI and our product candidates, including reimbursement that may be received from payors;

•the benefits of U.S. Food and Drug Administration (“FDA”) and European Commission designations, including, without limitation, Fast Track, Orphan Drug and Breakthrough Therapy;

•our commercialization, marketing and manufacturing capabilities and strategy;

•our ability to attract and retain qualified employees and key personnel;

•our competitive position and the development of and projections relating to our competitors or our industry;

•our expectations regarding our ability to obtain and maintain intellectual property protection;

•the success of competing therapies that are or may become available;

•our estimates and expectations regarding future operations, financial position, revenues, costs, expenses, uses of cash, capital requirements or our need for additional financing;

•our plans to in-license, acquire, develop and commercialize additional product candidates;

•the impact of laws and regulations;

•our plans to identify additional product candidates with significant commercial potential that are consistent with our commercial objectives;

•our strategies, prospects, plans, expectations or objectives; and

•other risks and uncertainties, including those listed under the section titled “Risk Factors” in this Quarterly Report.

You should refer to the section titled “Risk Factors” in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report.

PART I FINANCIAL INFORMATION

Item 1. Financial Statements.

X4 PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

(unaudited)


	March 31, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	216,908	$	217,049
Accounts receivable	1,113		573
Marketable securities	16,812		35,949
Inventory	4,637		4,479
Prepaid expenses and other current assets	2,512		3,527
Total current assets	241,982		261,577
Property and equipment, net	146		182
Goodwill	17,351		17,351
Intangible asset, net	9,063		9,250
Right-of-use assets	1,035		1,409
Other assets	704		692
Total assets	$	270,281	$	290,461
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	5,073	$	5,696
Accrued expenses	17,055		18,603
Deferred revenue	910		464
Current portion of lease liability	733		994

Total current liabilities	23,771		25,757
Long-term debt, including accretion, net of discount	76,520		76,291

Warrant liability	897		977
Deferred revenue	117		621
Other liabilities	526		525
Total liabilities	101,831		104,171
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.001 par value. 10,000,000 shares authorized and no shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	—		—
Common stock, $0.001 par value, 500,000,000 shares authorized as of March 31, 2026 and December 31, 2025, respectively; 94,319,696 and 90,906,920 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	94		91
Additional paid-in capital	783,273		780,862
Accumulated other comprehensive loss	(122)		(109)
Accumulated deficit	(614,795)		(594,554)
Total stockholders’ equity	168,450		186,290
Total liabilities and stockholders’ equity	$	270,281	$	290,461

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

X4 PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(In thousands, except share and per share amounts)

(unaudited)


	Three Months Ended March 31,
	2026		2025
License and other revenue	$	239	$	27,865
Product revenue, net	2,469		942
Total revenue	2,708		28,807
Costs and operating expenses:
Cost of revenue	598		4,716
Research and development	15,450		18,513
General and administrative	6,966		15,021
Total operating expense	23,014		38,250
Loss from operations	(20,306)		(9,443)
Other (expense) income, net:
Interest income	2,105		1,025
Interest expense	(2,134)		(2,201)
Change in fair value of warrant liability	80		10,830
Other income, net	14		105
Total other income, net	65		9,759
(Loss) income before provision for income taxes	(20,241)		316
Provision for income taxes	—		34
Net (loss) income	$	(20,241)	$	282
Net (loss) income per share: basic	$	(0.16)	$	0.04
Weighted average shares outstanding: basic	126,288,723		6,840,035
Net (loss) income per share: diluted	$	(0.16)	$	0.04
Weighted average shares outstanding: diluted	126,288,723		6,869,084

Other comprehensive (loss) income, net of tax:
Net (loss) income	$	(20,241)	$	282
Change in net unrealized gains on marketable debt securities	(13)		(6)
Comprehensive (loss) income	$	(20,254)	$	276

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

X4 PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share amounts)

(Unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2024	5,698,231	$	6	$	537,620	$	(122)	$	(515,355)	$	22,149
Vesting of restricted stock units	90,514	—		—						—
Stock-based compensation expense				519						519
Unrealized loss on marketable securities						(6)				(6)
Net income								282		282
Balance at March 31, 2025	5,788,745	$	6	$	538,139	$	(128)	$	(515,073)	$	22,944


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2025	90,906,920	$	91	$	780,862	$	(109)	$	(594,554)	$	186,290
Vesting of restricted stock units	12,776	—		—						—
Exercise of prefunded warrants	3,400,000	3		(2)						1
Stock-based compensation expense				2,413						2,413
Unrealized loss on marketable securities						(13)				(13)
Net loss								(20,241)		(20,241)
Balance at March 31, 2026	94,319,696	$	94	$	783,273	$	(122)	$	(614,795)	$	168,450

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

X4 PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net (loss) income	$	(20,241)	$	282
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Stock-based compensation expense	2,413		519
Depreciation and amortization expense	223		476
Non-cash lease expense	374		413
Accretion of debt discount	230		225
Change in fair value of warrant liability	(80)		(10,830)
Other	(106)		(173)
Changes in operating assets and liabilities:
Accounts receivable	(541)		561
Inventory	(158)		(272)
Prepaid expenses, other current and non-current assets	778		201
Accounts payable	(624)		2,476
Accrued expenses and other long-term liabilities	(1,549)		(7,782)
Deferred revenue	(59)		1,810
Lease liabilities	(259)		(274)
Net cash used in operating activities	(19,599)		(12,368)
Cash flows from investing activities:
Acquisition of intangible asset	—		(3,000)
Purchase of marketable securities	—		(11,888)
Sales and maturities of marketable securities	19,252		11,750

Net cash provided by (used in) investing activities	19,252		(3,138)
Cash flows from financing activities:
Proceeds from exercise of pre-funded warrants	2		—
Net cash provided by financing activities	2		—
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(20)		72
Net decrease in cash, cash equivalents and restricted cash	(365)		(15,434)
Cash, cash equivalents and restricted cash at beginning of period	217,852		56,475
Cash, cash equivalents and restricted cash at end of period	$	217,487	$	41,041

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

X4 PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Description of Business and Summary of Significant Accounting Policies

X4 Pharmaceuticals Inc., together with its subsidiaries (the “Company”), is a biopharmaceutical company developing and commercializing novel therapeutics for the treatment of rare hematology diseases. The Company continues to progress its global, pivotal Phase 3 clinical trial, (the “4WARD” trial) to evaluate the efficacy, safety, and tolerability of oral, once-daily mavorixafor (with or without stable doses of granulocyte colony-stimulating factor (“G-CSF”)) in people with congenital, acquired primary autoimmune, or idiopathic chronic neutropenia (“CN”) who are experiencing recurrent and/or serious infections. The 52-week trial is a randomized, double-blind, placebo-controlled, multicenter study aiming to enroll up to 176 patients, with full enrollment expected by the end of the third quarter of 2026. The U.S. Food and Drug Administration (“FDA”) has granted Fast Track designation to mavorixafor for the treatment of CN, which is defined as periods lasting more than three months persistently or intermittently where there are abnormally low levels of neutrophils circulating in the blood, and may be idiopathic (of unknown origin), cyclic (episodes typically occurring every three weeks), or congenital (of genetic causation). CN disorders are rare blood conditions similarly characterized by increased risks of infections and cancer due to abnormally low levels of neutrophils in the body. In all cases, the CXCL12/CXCR4 pathway is the key regulator of neutrophil release from the bone marrow. The Company has one commercially approved product, XOLREMDI ® (mavorixafor), which has received accelerated approval in the United States from the FDA for use as an oral, once-daily therapy in patients 12 years of age and older with WHIM (warts, hypogammaglobulinemia, infections, and myelokathexis) syndrome, to increase the number of circulating mature neutrophils and lymphocytes. WHIM syndrome is a rare combined primary immunodeficiency and chronic neutropenic disorder. The Company is committed to making XOLREMDI available to patients in need in the U.S. while maintaining its focus on its long-term strategy to successfully complete the 4WARD trial in patients with moderate and severe CN. The Company is headquartered in Boston, Massachusetts.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2026 and 2025, respectively have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting only of normal recurring adjustments as necessary, for the fair statement of the Company’s condensed financial position, condensed results of its operations and cash flows have been made. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2025 included in its Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 17, 2026. The condensed consolidated balance sheet at December 31, 2025 that is presented in these interim condensed consolidated financial statements was derived from audited financial statements but does not include all disclosures required by GAAP.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including X4 Pharmaceuticals (Austria) GmbH, which is incorporated in Vienna, Austria, and X4 Therapeutics, Inc. All intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the accrual of research and development expenses, the accrual of operational and financial license milestones, the accrual of reserves for variable consideration related to product revenue, and the impairment or lack of impairment of long-lived assets including operating lease right-of-use assets and goodwill. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the

X4 PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. As of the date of issuance of these condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements.

Liquidity

The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. Although the Company has an approved drug product, licensing and sales of the Company’s drug product over the next 12 months will not be sufficient to fund the Company’s operating expenses. Since inception, the Company has incurred significant operating losses and negative cash flows from operations, and the Company expects to continue to generate operating losses and negative cash flows from operations for the foreseeable future. For the three months ended March 31, 2026, the Company’s net loss was $20.2 million and net cash used in operating activities was $19.6 million. As of March 31, 2026, the Company had $233.7 million of cash, cash equivalents and short-term marketable securities, and an accumulated deficit of $614.8 million.

Based on its current operating plan, the Company believes (a) that its current cash, cash equivalents and short-term marketable securities will be sufficient to fund its operations for at least the next 12 months and (b) it will continue to comply with all covenants under the Hercules Loan Agreement, as defined and further described in Note 8, through at least the 12-month period from the issuance date of these condensed consolidated financial statements.

The Company is subject to risks common to companies in the biopharmaceutical industry including, but not limited to, uncertainties relating to conducting preclinical and clinical research and development, the manufacture and supply of products and product candidates for clinical and commercial use, obtaining and maintaining regulatory approvals and pricing and reimbursement for its products and product candidates, market acceptance, managing global growth and operating expenses, availability of additional capital, competition, obtaining and enforcing patents, stock price volatility, dependence on collaborative relationships and third-party service providers, dependence on key personnel, and from time to time government investigations, litigation, and potential product liability claims.

Significant Accounting Policies

The Company’s significant accounting policies are disclosed in the audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 17, 2026. Since the date of those consolidated financial statements, there have been no material changes to the Company’s significant accounting policies.

Restricted Cash


(in thousands)	As of March 31, 2026		As of December 31, 2025
Letter of credit security: Vienna Austria lease	$	—	$	224
Letter of credit security: Boston lease	579		579
Total restricted cash	$	579	$	803

In connection with the Company’s lease agreements for its facilities in Boston, Massachusetts, the Company maintains a letter of credit, which is secured by restricted cash, for the benefit of the respective landlord. As of December 31, 2025, restricted cash related to the Company’s former Vienna, Austria lease, which the Company terminated effective November 30, 2025, is included in other current assets and was subsequently converted to unrestricted cash during the three months ended March 31, 2026. Restricted cash related to the Boston lease is also included in other current assets.

In accordance with the Company’s Hercules Loan Agreement, the Company at all times must maintain a minimum level of cash of $15.0 million in an account or accounts in which Hercules has a first priority security interest.

X4 PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Cash, Cash Equivalents, Restricted Cash and Marketable Securities

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the total of amounts shown in the Company’s condensed consolidated statements of cash flows as of March 31, 2026 and December 31, 2025:


(in thousands)	March 31, 2026		December 31, 2025
Cash and cash equivalents	$	216,908	$	217,049
Restricted cash, current (included within prepaid expenses and other current assets)	579		803

Total cash, cash equivalents and restricted cash	$	217,487	$	217,852

The Company’s cash equivalents consisted of money market funds invested in U.S. Treasury securities. The money market funds were valued based on quoted prices in active markets for identical assets, which represents a Level 1 measurement. All marketable securities are classified as short-term investments as all are due within one year and include investments in U.S. Treasury notes, U.S. Treasury bills and federal government agency notes. The amortized cost of each investment, individually and in aggregate, approximated fair value. The Company has evaluated each marketable security for impairment that is other-than-temporary and concluded that no marketable security was impaired as of March 31, 2026 and December 31, 2025.


	Fair Value Measurements as of March 31, 2026 Using:
(in thousands)	Level 1		Level 2		Level 3		Total

Cash equivalents—money market funds	$	214,009	$	—	$	—	$	214,009
Marketable securities— U.S. Treasury notes, U.S. Treasury bills, and federal government agency notes	—		16,812		—		16,812
	$	214,009	$	16,812	$	—	$	230,821


	Fair Value Measurements as of December 31, 2025 Using:
(in thousands)	Level 1		Level 2		Level 3		Total

Cash equivalents—money market funds	$	123,838	$	—	$	—	$	123,838
Marketable securities—U.S. Treasury notes, U.S. Treasury bills, and federal government agency notes	—		35,949		—		35,949
	$	123,838	$	35,949	$	—	$	159,787

The following table provides amortized cost, unrealized gains and losses and the carrying amount of available-for-sale debt marketable securities as of March 31, 2026:


(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury securities	$	3,991	$	—	$	—	$	3,991
Federal Government Agency securities	12,824		—		3		12,821
Total available-for-sale debt securities	$	16,815	$	—	$	3	$	16,812

X4 PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table provides amortized cost, unrealized gains and losses and the carrying amount of available-for-sale debt marketable securities as of December 31, 2025:


(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury securities	$	7,959	$	3	$	—	$	7,962
Federal Government Agency securities	27,980		11		4		27,987
Total available-for-sale debt securities	$	35,939	$	14	$	4	$	35,949

Liabilities Measured at Fair Value

The following tables present information about the Company’s financial liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values:


	Fair Value Measurements as of March 31, 2026 Using:
(in thousands)	Level 1		Level 2		Level 3		Total




Liabilities:
Embedded derivative liability	$	—	$	—	$	10	$	10

Class C warrant liability	—		—		897		897
	$	—	$	—	$	907	$	907


	Fair Value Measurements as of December 31, 2025 Using:
(in thousands)	Level 1		Level 2		Level 3		Total




Liabilities:
Embedded derivative liability	$	—	$	—	$	10	$	10

Class C warrant liability	—		—		977		977
	$	—	$	—	$	987	$	987

The following table provides a roll-forward for the three months ended March 31, 2026 of the aggregate fair values of financial instruments for which fair values are determined using Level 3 inputs:


(in thousands)	Embedded Derivative Liability		Class C Warrant Liability		Total
Balance as of December 31, 2025	$	10	$	977	$	987


Change in fair value	—		80		80

Balance as of March 31, 2026	$	10	$	897	$	907

Valuation of Embedded Derivative Liability— The fair value of the embedded derivative liability recognized in connection with the Company’s Hercules Loan Agreement, which is associated with additional fees due to Hercules upon non-credit related events of default, was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of this embedded derivative liability, which is reported within other non-current liabilities on the condensed consolidated balance sheets, is estimated by the Company at each reporting date based, in part, on the results of third-party valuations, which were prepared based on a discounted cash flow model that considered the timing and probability of occurrence of a redemption upon an event of default, the potential amount of prepayment fees or contingent interest upon an event of default and the Company’s risk-adjusted discount rate of 17%. As of March 31, 2026 and December 31, 2025, the fair value of this derivative liability was $10 thousand.

X4 PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Class C Warrant Liability— In December 2022, the Company issued Class C Warrants for the purchase of shares of its common stock in a public offering. The Class C Warrants are accounted for as a liability on the condensed consolidated balance sheet and are adjusted to fair value at period end through “change in fair value of warrant liability” on the condensed consolidated statements of operations and comprehensive (loss) income.

The Company calculated the fair value of the Class C Warrants using the Black-Scholes option pricing model, with the following inputs:


	March 31, 2026		December 31, 2025
Common stock price	$4.13		$4.00
Risk-free interest rate	3.8	%	3.5	%
Expected term (in years)	1.7		1.9
Expected volatility	138.1	%	136.0	%
Expected dividend yield	—	%	—	%

Net (Loss) Income Per Share

Basic net (loss) income per common share is calculated based on net (loss) income divided by the weighted average number of shares outstanding for the period. The calculation of diluted loss per common share excludes the impact of potential common stock as their inclusion would be to reduce net loss per common share and are thus antidilutive. The calculation of diluted income per share includes the impact of dilutive securities as described below.

Basic and diluted net (loss) income per share was calculated as follows:


	Three Months Ended March 31,
(in thousands, except share and per share data)	2026		2025
Numerator:
Net (loss) income	$	(20,241)	$	282
Denominator:
Weighted average shares outstanding—basic	126,288,723		6,840,035
Net (loss) income per share— basic	$	(0.16)	$	0.04
Effective of dilutive securities
Time-based restricted stock units	—		14,328

Employee stock purchase plan	—		14,721
Dilutive potential common shares	—		29,049
Weighted average shares outstanding-—diluted	126,288,723		6,869,084
Net (loss) income per share— diluted	$	(0.16)	$	0.04

Basic and diluted weighted average shares of common stock outstanding for the three months ended March 31, 2026 and 2025 includes the weighted average effect of pre-funded warrants for the purchase of shares of common stock, for which the remaining unfunded exercise price is less than or equal to $0.03 per share.

For the three months ended March 31, 2026, during which the Company recorded net loss, the Company’s potentially dilutive securities included outstanding stock options, unvested restricted stock units and warrants to purchase shares of common stock. These potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share, and thus they are considered “anti-dilutive.” Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same for this period.

For the three month period ended March 31, 2025, during which the Company recorded net income, the dilutive effect of outstanding stock options, restricted stock units, employee stock purchase plan shares and warrants were calculated using the treasury stock method, whereby all such awards were assumed to be exercised at the beginning of the period. The hypothetical proceeds from such exercises, including the average unrecognized stock compensation expense for outstanding stock options

X4 PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

and restricted stock units, were assumed to be used to purchase outstanding common stock at the average price during the period. The net share impact of dilutive securities was added to the weighted average basic common shares outstanding to calculate weighted average diluted shares outstanding.

The Company excluded the following potential shares of common stock from the computation of diluted net (loss) income per share for the periods indicated because including them would have had an anti-dilutive effect:


	Three Months Ended March 31,
(in thousands)	2026	2025
Options to purchase shares of common stock	15,856	325
Unvested restricted stock units	54	249
Warrants to purchase shares of common stock (excluding prefunded warrants, which are included in basic shares outstanding)	2,546	2,546
	18,456	3,120

Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Topic 220) (“ASU 2024-03”) requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The requirements in ASU 2024-03 may be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company continues to evaluate the impact of the future adoption of ASU 2024-03 to its consolidated financial statements.

2. Strategic Restructuring Liability

In 2025, the Company implemented two strategic restructuring actions designed to sharpen operational focus and align resources with the Company’s long‑term strategy to successfully complete the 4WARD trial in patients with moderate and severe CN. These strategic restructuring actions resulted in an approximately 65% reduction in employee headcount.

The following table summarizes the Company’s liability recognized in connection with severance benefits incurred under strategic restructuring initiatives:


(in thousands)
Balance as of January 1, 2026	$	1,526
Severance and other employee-related expenses (included in general and administrative expense)	37
Cash payments	(567)
Balance as of March 31, 2026 (included in accrued expenses)	$	996

3. Revenue

Product Revenue, Net

During the three months ended March 31, 2026, the Company recorded net revenue $2.5 million for the sale of the Company’s drug product in the U.S. Net product revenue was $0.9 million for the three months ended March 31, 2025.

X4 PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table summarizes the balances and activity in each of the product reserve accounts for the three months ended March 31, 2026.


(in thousands)	Rebates and Discounts		Co-Pay Assistance		Product Returns		Total
Beginning balance at December 31, 2025	$	418	$	30	$	10	$	458
Provision related to revenue associated with sales processed in the three month period ended March 31, 2026	238		40		3		281
Adjustments related to revenue associated with sales processed in prior periods	—		—		—		—
Credits and payments made during the period	(176)		(52)		—		(228)
Balance as of March 31, 2026	$	480	$	18	$	13	$	511

The provision for contractual discounts provided to the Company’s customer is recorded as a reduction of accounts receivable. The provisions for co-pay assistance payments, contractual rebates and product returns are classified within accrued expenses.

The following table provides a rollforward of accounts receivable for the three months ended March 31, 2026.


(in thousands)	Accounts Receivable
Beginning balance at December 31, 2025	$	573
Increase in accounts receivable for drug product sales	2,852
Decrease in accounts receivable for cash collections	(2,312)
Balance as of March 31, 2026	$	1,113

License and Other

During the first quarter of 2025, the Company entered into a license and supply agreement (the “Norgine Agreement”) with Norgine Pharma UK Ltd. (“Norgine”). The Company analyzed the activities required under the Norgine Agreement and concluded that the arrangement was indicative of a vendor-customer relationship and would be accounted for under ASC 606. To date, the Company has received a one-time, non-refundable, up-front payment of €28.5 million and a regulatory milestone payment of €0.5 million, which are included the transaction price. All other future regulatory-based milestone payments, which represent variable consideration, have been fully constrained as these are not yet considered probable. The Company has also excluded from the transaction price future royalty payments that are based on units sold by Norgine and future cumulative revenue-based milestone payments under the applicable practical expedient.

Under the Norgine Agreement, the Company’s promises include a) the delivery of a license, b) research and development services for certain components of WHIM clinical studies, c) research and development services for the global Phase 3 trial of XOLREMDI for CN, and d) the option for delivery of commercial drug supply.

The following table summarizes the allocation of transaction price to the performance obligations under the Norgine Agreement based on the weighting of estimated stand-alone selling price for these performance obligations at the inception of the agreement.


		Allocation of Transaction Price				Revenue Recognized
(in thousands)	Three Months Ended March 31,
Performance Obligation:	2026					2025
License				$	27,639			$	—			$	27,639
Research and development services: WHIM		312				—				17
Research and development services: CN		1,724				58				209
Drug product supply		181				181				—
Total		$	29,856			$	239			$	27,865

X4 PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table provides a rollforward of deferred revenue three months ended March 31, 2026.


(in thousands)	Deferred Revenue
Beginning balance at December 31, 2025	$	1,085
Decrease in deferred revenue for revenue recognized	(58)
Balance as of March 31, 2026	$	1,027

As of March 31, 2026, deferred revenue related to the Norgine Agreement was $1.0 million, of which $0.9 million was current.

4. Inventory

Inventory consists of the following:

SEC Form 10-Q filed by X4 Pharmaceuticals Inc.