Item 5.02           Departure of Directors or Certain Officers; Election of

Directors;


                    Appointment of Certain Officers; Compensatory Arrangements of Certain
                    Officers



On September 8, 2021, X4 Pharmaceuticals, Inc. (the "Company") announced the
appointment of Mary DiBiase, Ph.D., age 60, as the Company's Chief Operating
Officer, effective as of September 8, 2021 (the "Effective Date").

Dr. DiBiase joined the Company as Vice President of Program and Alliance
Management in June 2017 and also served as Vice President of Technical
Operations and Quality before being promoted to Senior Vice President of
Technical Operations and Quality in November 2019. Prior to joining the Company,
from February 2013 to July 2016, Dr. DiBiase was Vice President, Technical
Operations and Program Management at Epirus Biopharmaceuticals, a biosimilar
company. Prior to Epirus, Dr. DiBiase served as VP Product Operations, Specialty
Care Business Unit for Pfizer Global Supply and held multiple positions of
increasing responsibility at Biogen, both biopharmaceutical companies. Dr.
DiBiase received her Ph.D. from University of Rhode Island and her B.Pharm. from
the University of London.

Dr. DiBiase's service as Chief Operating Officer of the Company is governed by
an employment agreement, effective as of the Effective Date (the "Employment
Agreement"). Pursuant to the terms of the Employment Agreement, Dr. DiBiase will
receive an annual base salary of $409,500 and is eligible to earn an annual cash
incentive award based on performance with a target value equal to 40% of her
annual base salary. Dr. DiBiase remains eligible to participate in the Company's
employee benefit programs and plans. Pursuant to the Employment Agreement, Dr.
DiBiase must continue to comply with the terms of the Confidentiality,
Non-Competition, Non-Solicitation and Intellectual Property Agreement (the
"Confidentiality Agreement") she entered upon commencement of her employment in
2017.

In connection with her appointment and pursuant to the Employment Agreement, the
Board of Directors of the Company approved a grant to Dr. DiBiase on the
Effective Date of a restricted stock unit award (the "Award") of 27,000 shares
of the Company's common stock, par value $0.001 per share (the "Common Stock").
The shares of Common Stock underlying the Award will vest in equal annual
installments over a three-year period on each anniversary of the Effective Date,
subject to Dr. DiBiase's continued employment through each such vesting date.

The Employment Agreement further provides that if Dr. DiBiase's employment is
terminated by the Company without Cause (as defined in the Employment Agreement)
or Dr. DiBiase resigns for Good Reason (as defined in the Employment Agreement),
she will be entitled to receive: (i) any accrued portion of her annual base
salary through the date of termination or resignation, (ii) base salary
continuation for twelve months following termination or resignation, (iii) any
unreimbursed expenses, (iv) a pro-rata portion of her target bonus for the
calendar year in which the termination or resignation occurs based on the period
worked by Dr. DiBiase during such calendar year prior to termination or
resignation, (v) if she elects COBRA coverage for continued medical, dental or
vision coverage, up to six months of reimbursement of a portion of each COBRA
premium payment equal to the portion the Company contributed to such health
insurance premium cost as of the date of termination and (vi) accelerated
vesting of all then-outstanding unvested equity awards in an amount equal to the
number of shares subject to such awards that would have vested had Dr. DiBiase
otherwise remained employed for an additional six months after the date her
employment with the Company terminated. In lieu of the severance payments and
benefits set forth above, in the event Dr. DiBiase's employment is terminated by
the Company without Cause or she resigns for Good Reason, in either case within
12 months following a Change in Control (as defined in the Employment
Agreement), she will be entitled to receive: (i) any accrued portion of her
annual base salary through the date of termination or resignation, (ii) base
salary continuation for twelve months following termination or resignation,
(iii) any unreimbursed expenses, (iv) her full target bonus for the calendar
year in which the termination or resignation occurs, (v) if she elects COBRA
coverage for continued medical, dental or vision coverage, up to six months of
reimbursement of a portion of each COBRA premium payment equal to the portion
the Company contributed to such health insurance premium cost as of the date of
termination and (vi) full accelerated vesting of all then-outstanding equity
awards.


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Payment of any severance payments to Dr. DiBiase pursuant to the Employment
Agreement is contingent on Dr. DiBiase continuing to comply with the terms of
the Employment Agreement and the Confidentiality Agreement and her execution and
continued compliance with a separation agreement, including terms related to
non-disparagement, non-competition, confidentiality and cooperation, and a
release of claims to be executed following her termination or resignation.

In connection with her appointment as Chief Operating Officer, the Company has
entered into its standard form of indemnification agreement with Dr. DiBiase,
the form of which was filed as Exhibit 10.36 to the Company's Amendment No. 1 to
its Registration Statement on Form S-1 filed with the Commission on November 6,
2017.

Dr. DiBiase has no family relationships with any of the Company's directors or
executive officers, and she has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Employment Agreement, which will be filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ending September 30, 2021.

A copy of the press release announcing Dr. DiBiase's appointment as Chief Operating Officer has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits




Exhibit No.                Description
99.1                         Press Release issued by X4 Pharmaceuticals, Inc. on September 8, 2021.
104                        Cover Page Interactive Data File (embedded

within the Inline XBRL document)

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