Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
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2: EX-10.1 Material Contract HTML 32K
3: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
20: R1 Cover Page HTML 80K
43: R2 Condensed Consolidated Balance Sheets HTML 98K
69: R3 Condensed Consolidated Balance Sheets HTML 32K
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30: R4 Condensed Consolidated Statements of Operations HTML 86K
and Comprehensive Loss
21: R5 Condensed Consolidated Statements of Convertible HTML 91K
Preferred Stock, Redeemable Common Stock and
Stockholders' Equity (Deficit)
45: R6 Condensed Consolidated Statements of Cash Flows HTML 104K
71: R7 Nature of the Business and Basis of Presentation HTML 37K
28: R8 Summary of Significant Accounting Policies HTML 79K
23: R9 License, Collaboration, and Funding Agreements HTML 35K
33: R10 Fair Value of Financial Assets and Liabilities HTML 57K
12: R11 Property and Equipment, Net HTML 41K
51: R12 Accrued Expenses HTML 36K
61: R13 Long-Term Debt HTML 56K
32: R14 Leases HTML 64K
11: R15 Commitment and Contingencies HTML 31K
50: R16 Preferred and Common Stock Warrants HTML 107K
60: R17 Common Stock HTML 27K
31: R18 Stock-Based Compensation HTML 80K
13: R19 Income Taxes HTML 25K
42: R20 Net Loss per Share HTML 52K
73: R21 Summary of Significant Accounting Policies HTML 61K
(Policies)
29: R22 Summary of Significant Accounting Policies HTML 57K
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24: R23 Fair Value of Financial Assets and Liabilities HTML 54K
(Tables)
41: R24 Property and Equipment, Net (Tables) HTML 41K
72: R25 Accrued Expenses (Tables) HTML 37K
27: R26 Long-Term Debt (Tables) HTML 44K
22: R27 Leases (Tables) HTML 55K
44: R28 Preferred and Common Stock Warrants (Tables) HTML 104K
70: R29 Stock-Based Compensation (Tables) HTML 72K
55: R30 Net Loss per Share (Tables) HTML 53K
48: R31 Nature of the Business and Basis of Presentation - HTML 35K
Additional Information (Detail)
14: R32 Summary of Significant Accounting Policies - HTML 40K
Schedule of Compensating Balance Arrangements
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34: R33 Summary of Significant Accounting Policies - HTML 34K
Schedule of Reconciliation of Cash, Cash
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57: R34 Summary of Significant Accounting Policies - HTML 26K
Narrative (Details)
49: R35 License, Collaboration, and Funding Agreements - HTML 44K
Additional Information (Detail)
15: R36 Fair Value of Financial Assets and Liabilities - HTML 46K
Schedule of Assets and Liabilities Measured at
Fair Value (Detail)
35: R37 Property and Equipment, Net - Schedule of Property HTML 44K
and Equipment, Net (Detail)
58: R38 Property and Equipment, Net - Additional HTML 25K
Information (Detail)
47: R39 Accrued Expenses - Schedule of Accrued Expenses HTML 38K
(Detail)
65: R40 Long-Term Debt - Summary of Long Term Debt HTML 34K
(Detail)
39: R41 Long Term Debt - Hercules Loan Agreement - HTML 113K
Additional Information (Detail)
18: R42 Long-Term Debt - Schedule of Future Principal HTML 38K
Payments and the Final Payments Due (Detail)
25: R43 Leases - Additional Information (Detail) HTML 52K
66: R44 Leases - Schedule of Components of Lease Expense HTML 43K
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40: R45 Leases - Schedule of Maturities of Lease HTML 40K
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19: R46 Commitment and Contingencies - Additional HTML 33K
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26: R47 Preferred and Common Stock Warrants - Additional HTML 52K
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68: R48 Preferred and Common Stock Warrants - Schedule of HTML 48K
Outstanding Warrants (Detail)
38: R49 Preferred and Common Stock Warrants - Summary of HTML 74K
Outstanding Warrants to Purchase Shares of Common
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53: R50 Common Stock, Redeemable Common Stock, and HTML 34K
Convertible Preferred Stock (converted to Common
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64: R51 Stock-Based Compensation - Additional Information HTML 81K
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37: R52 Stock-Based Compensation - Schedule of Assumptions HTML 34K
Used in Black-Scholes Option-Pricing Model to
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17: R53 Stock-Based Compensation - Summary of Stock Option HTML 75K
Activity (Detail)
52: R54 Stock-Based Compensation - Summary of Stock-Based HTML 31K
Compensation Expense Classification (Detail)
63: R55 Income Taxes - Additional Information (Detail) HTML 32K
36: R56 Net Loss per Share - Summary of Basic and Diluted HTML 39K
Net loss per Share Attributable to Common
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16: R57 Net Loss per Share - Additional Information HTML 36K
(Detail)
54: R58 Net Loss per Share - Schedule of Anti-dilutive HTML 34K
Securities Excluded from Computation of Diluted
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SECOND AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
This second amendment (this “Amendment”) to that certain Amended and Restated Executive Employment Agreement, dated March 13, 2019, as amended by that certain Amendment to Amended and Restated Executive Employment Agreement, dated February
13, 2020 (the “February 2020 Amendment”) (collectively, the “Agreement”) by and between Paula Ragan, Ph.D (“Employee”) and X4 Pharmaceuticals, Inc. (the “Company”) is entered into as of this 15th day of April, 2020.
WHEREAS, an error was included in the February 2020 Amendment and Employee and the Company desire to correct such error.
In consideration and in furtherance of Employee’s continued at-will
employment with the Company, Employee and the Company agree as follows:
1.The below existing language in Section 4(b)(i) and (4(b)(ii) of the Agreement shall be entirely replaced by the replacement language beneath it:
Existing language: “(i) Company shall pay Executive an amount equal to continuation of Executive’s monthly Base Salary for a six (6) month period, with such payments to be made in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions; provided, however, that if Executive’s resignation or termination under this Section occurs within
twelve (12) months after a Change of Control (as defined below), then the Company shall instead pay Executive an amount equal to continuation of Executive’s monthly Base Salary for an eighteen (18) month period, with such payments to be made in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions.
(ii) Company shall pay Executive a pro-rata portion of Executive’s at-target Annual Bonus for the calendar year in which the termination occurs based on the period worked by Executive during such calendar year prior to termination, with such payment to be made in on one lump sum in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions; provided,
however, that if Executive’s resignation or termination under this Section occurs within twelve (12) months after a Change of Control (as defined below), then the Company shall instead pay Executive an amount equal to Executive’s full Annual Bonus for the calendar year in which the termination occurs in advance of such Annual Bonus being earned, with such payment to be made in on one lump sum in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions.
Replacement language: “(i) Company shall pay Executive an amount equal to continuation of Executive’s monthly Base Salary for a twelve (12) month period, with such payments to be made in accordance with Company’s normal payroll practices and schedules, less all
customary and required taxes and employment-related deductions; provided, however, that if Executive’s resignation or termination under this Section occurs within twelve (12) months after a Change of Control (as defined below), then the Company shall instead pay Executive an amount equal to continuation of Executive’s monthly Base Salary for an eighteen (18) month period, with such payments to be made in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions.
(ii) Company shall pay Executive a pro-rata portion of Executive’s at-target Annual Bonus for the calendar year in which the termination occurs based on the period worked by Executive during such calendar year prior to termination, with such payment to be made in on
one lump sum in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions; provided, however, that if Executive’s resignation or termination under this Section occurs within twelve (12) months after a Change of Control (as defined below), then the Company shall instead pay Executive an amount equal to Executive’s full Annual Bonus for the calendar year in which the termination occurs in advance of such Annual Bonus being earned, with such payment to be made in on one lump sum in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions.
This Amendment may be executed in several counterparts, all of which taken together shall constitute
one single agreement between the parties. Except as amended hereby, all of the terms and conditions of the Agreement shall remain and continue in full force and effect.
Exhibit 10.1
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
