240.13d-102
Schedule 13G - Information to be included in statements filed
pursuant to
240.13d-1(b), (c), and (d) and amendments thereto
filed pursuant to
240.13d-2.
Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of
1934
(Amendment No. 2)*
(Name of Issuer)
X4 Pharmaceuticals, Inc.
(Title of Class of Securities)
Common Stock, par value $0.001 per
share
(CUSIP Number)
98420X103
(Date of Event Which Requires Filing
of this Statement)
December 31, 2022
Check the appropriate box to
designate the rule pursuant to which this
Schedule is filed:
[ ]
Rule 13d-1(b)
[ x ]
Rule 13d-1(c)
[ ]
Rule 13d-1(d)
*The remainder of this cover page
shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of
securities, and
for any subsequent amendment containing information which would
alter the
disclosures provided in a prior cover page.
The information required in the
remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that
section of the
Act but shall be subject to all other provisions of the Act
(however, see
the Notes).
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CUSIP No.
98420X103
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(1) Names of reporting persons
Point72 Asset Management, L.P.
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(2) Check the appropriate box if a
member of a group
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(a)
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(see
instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of
organization Delaware
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Number of shares beneficially owned
by each reporting person with:
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(5) Sole voting power
0
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(6) Shared voting power
650,000 shares of Common
Stock
913,242
shares of Common Stock issuable upon exercise of Warrants
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(7) Sole dispositive power
0
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(8) Shared dispositive power
650,000 shares of Common Stock
913,242
shares of Common Stock issuable upon exercise of Warrants
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(9) Aggregate amount beneficially
owned by each reporting person
650,000 shares
of Common Stock
913,242 shares
of Common Stock issuable upon exercise of Warrants
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(10) Check if the aggregate amount in
Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by
amount in Row (9) 1.3% (see Item 4)
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(12) Type of reporting person (see
instructions) PN
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CUSIP No.
98420X103
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(1) Names of reporting persons
Point72 Capital Advisors, Inc.
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(2) Check the appropriate box if a
member of a group
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(a)
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(see
instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of
organization Delaware
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Number of shares beneficially owned
by each reporting person with:
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(5) Sole voting power
0
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(6) Shared voting power
650,000 shares of Common
Stock
913,242
shares of Common Stock issuable upon exercise of Warrants
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(7) Sole dispositive power
0
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(8) Shared dispositive power
650,000 shares of Common Stock
913,242
shares of Common Stock issuable upon exercise of Warrants
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(9) Aggregate amount beneficially
owned by each reporting person
650,000 shares
of Common Stock
913,242 shares
of Common Stock issuable upon exercise of Warrants
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(10) Check if the aggregate amount in
Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by
amount in Row (9) 1.3% (see Item 4)
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(12) Type of reporting person (see
instructions) CO
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CUSIP No.
98420X103
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(1) Names of reporting persons
Steven A. Cohen
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(2) Check the appropriate box if a
member of a group
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(a)
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(see
instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of
organization United States
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Number of shares beneficially owned
by each reporting person with:
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(5) Sole voting power
0
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(6) Shared voting power
650,000 shares of Common
Stock
913,242
shares of Common Stock issuable upon exercise of Warrants
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|
(7) Sole dispositive power
0
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|
(8) Shared dispositive power
650,000 shares of Common Stock
913,242
shares of Common Stock issuable upon exercise of Warrants
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(9) Aggregate amount beneficially
owned by each reporting person
650,000 shares
of Common Stock
913,242 shares
of Common Stock issuable upon exercise of Warrants
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(10) Check if the aggregate amount in
Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by
amount in Row (9) 1.3% (see Item 4)
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(12) Type of reporting person (see
instructions) IN
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Item 1(a) Name of issuer:
X4 Pharmaceuticals, Inc.
Item 1(b) Address of issuer's
principal executive offices:
61 North Beacon Street, 4th
Floor, Boston, Massachusetts 02134
2(a) Name of person filing:
This statement is filed by: (i)
Point72 Asset Management, L.P. (“Point72 Asset Management”)
with respect to shares of common stock, par value $0.001 per share
(“Common Stock”), of the
Issuer held by (and issuable upon exercise of warrants held by) an
investment fund it manages;
(ii) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors
Inc.”) with respect to Common
Stock held by (and issuable upon exercise of warrants held by) an
investment fund managed by
Point72 Asset Management; and (iii) Steven A. Cohen (“Mr. Cohen”)
with respect to Common
Stock beneficially owned by Point72 Asset Management, and Point72
Capital Advisors Inc.
2(b) Address or principal business
office or, if none, residence:
The address of the principal business
office of Point72 Asset Management, Point72 Capital
Advisors Inc., and Mr. Cohen is 72 Cummings Point Road, Stamford,
CT 06902.
2(c) Citizenship:
Point72 Asset Management is a
Delaware limited partnership. Point72 Capital Advisors Inc. is
a
Delaware corporation. Mr. Cohen is a United States citizen.
2(d) Title of class of
securities:
Common Stock, par value $0.001 per
share
2(e) CUSIP Number:
98420X103
Item 3.
Not applicable
Item 4. Ownership
The information required by Items
4(a) – (c) is set forth in Rows (5) – (11) of the cover page
for
each Reporting Person hereto and is incorporated herein by
reference for each Reporting Person.
Such information is as of the close of business on December 31,
2022.
Point72 Asset Management, Point72 Capital Advisors Inc., and Mr.
Cohen own directly no
Common Stock. Pursuant to an investment management agreement,
Point72 Asset Management
maintains investment and voting power with respect to the
securities held by an investment fund
it manages. Point72 Capital Advisors Inc. is the general partner of
Point72 Asset Management.
Mr. Cohen controls each of Point72 Asset Management and Point72
Capital Advisors Inc. The
filing of this statement should not be construed as an admission
that any of the foregoing persons
or any reporting person is, for the purposes of Section 13 of the
Act, the beneficial owner of the
Common Stock reported herein.
The percentage set forth in Row 11 of
the cover page for each Reporting Person is based on
121,034,553 shares of Common Stock issued and outstanding as of
December 7, 2022, as
represented in the Company’s Prospectus Supplement filed with the
Securities and Exchange
Commission on December 9, 2022 pursuant to Rule 424(b)(5) of the
Securities Act; plus 913,242
shares of Common Stock issuable upon exercise of Warrants.
Item 5. Ownership of 5 Percent or Less
of a Class.
If this statement is being filed to
report the fact that as of the date hereof the reporting person
has
ceased to be the beneficial owner of more than 5 percent of the
class of securities, check the
following [X].
Item 6. Ownership of More than 5
Percent on Behalf of Another Person.
See Item 2(a)
Item 7. Identification and
Classification of the Subsidiary Which Acquired
the Security Being Reporting on by
the Parent Holding Company or Control
Person.
Not applicable
Item 8. Identification and
Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of
Group.
Not applicable
Item 10. Certifications
By signing below I certify that, to
the best of my knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with
the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in
connection with or as a participant in any transaction having that
purpose or effect.
Signature. After reasonable
inquiry and to the best of my knowledge and belief, I certify that
the
information set forth in this statement is true, complete and
correct.
POINT72 ASSET MANAGEMENT, L.P.
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
POINT72 CAPITAL ADVISORS, INC.
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized
Person
STEVEN A. COHEN
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person