ABOUT THIS PROSPECTUS
This
We urge you to read carefully this prospectus, is part of a registration statement that we filedtogether with the Securities and Exchange Commission, which we refer toinformation incorporated herein by reference as described under the “SEC,heading “Where You Can Find Additional Information,” utilizing a “shelf” registration process. Under this shelf registration process, we may from time to time sellbefore buying any combination of the securities describedbeing offered.
You should rely only on the information contained or incorporated by reference in this prospectus
and the applicable prospectus supplement or in
one or more offerings for an aggregate initial offering price of upany amendment to
$150,000,000.This prospectus providesthis prospectus. Neither we nor the Selling Stockholder has authorized anyone to provide you with a general descriptiondifferent information, and if anyone provides, or has provided you, with different or inconsistent information, you should not rely on it. The Selling Stockholder is offering to sell, and seeking offers to buy, shares of our Common Stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus, as well as the information filed previously with the SEC, and incorporated herein by reference, is accurate only as of the securities we may offer. Eachdate of the document containing the information, regardless of the time we sell securities underof delivery of this prospectus we will provide one or moreany applicable prospectus supplements that will contain specific information about the termssupplement or any sale of the offering. Theour Common Stock.
A prospectus supplement may also add to, update or change the information contained in this prospectus. You should read both this prospectus and the accompanyingany applicable prospectus supplement together with the additional information described below under the heading “Where You Can Find More Information” beginningAdditional Information.”
In this prospectus, references to “X4 Pharmaceuticals,” “X4,” the “Company,” the “registrant,” “we,” “us,” and “our” refer to X4 Pharmaceuticals, Inc., formerly Arsanis, Inc., and its subsidiaries. The phrase “this prospectus” refers to this prospectus and any applicable prospectus supplement, unless the context requires otherwise.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and any applicable prospectus supplement or free writing prospectus, including the documents incorporated by reference herein and therein, contain forward-looking statements. These are based on page 2our management’s current beliefs, expectations and assumptions about future events, conditions and results and on information currently available to us. Discussions containing these forward-looking statements may be found, among other places, in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the documents incorporated by reference herein.
Any statements in this prospectus, or incorporated herein, about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. Within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (“the Exchange Act”), these forward-looking statements include statements regarding:
•our plans to develop and commercialize our product candidates;
•the timing of our planned clinical trials for our product candidates;
•the timing of and our ability to obtain and maintain regulatory approvals for our product candidates;
•the clinical utility of our product candidates;
•our commercialization, marketing and manufacturing capabilities and strategy;
•the impact of the COVID-19 pandemic and other unforeseen events such as the armed conflict between Russia and Ukraine on our business, operations, strategy, goals and anticipated timelines;
•our intellectual property position;
•our plans to in-license, acquire, develop and commercialize additional product candidates;
•our competitive position and the development of and projections relating to our competitors or our industry;
•our ability to identify, recruit and retain key personnel;
•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 estimates regarding future revenue, expenses and needs for additional financing; and
•other risks and uncertainties, including those listed under the caption “Risk Factors” in our most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q, and other filings we make with the SEC.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “intend,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “continue,” “likely,” and similar expressions (including their use in the negative) intended to identify forward-looking statements. These forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in greater detail under the heading “Risk Factors” in our SEC filings, and may provide additional information in any applicable prospectus supplement. Also, these forward-looking statements represent our estimates and assumptions only as of the date of the document containing the applicable statement.
We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements. Unless required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. Before deciding to purchase our Common Stock, you should carefully consider the risk factors incorporated by reference herein, in addition to the other information set forth in this prospectus and in the documents incorporated by reference herein.
PROSPECTUS SUMMARY
This summary highlights important features of this
prospectus.You should rely only onoffering and the information contained inincluded or incorporated by reference in this prospectus. This summary does not contain all of the information you should consider before investing in our Common Stock. You should carefully read this prospectus, any accompanyingapplicable prospectus supplement orand the information incorporated by reference in any related free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different information. Thisthis prospectus and any accompanyingapplicable prospectus supplement before you invest in our Common Stock.
Company Overview
We are a late-stage clinical biopharmaceutical company focused on the research, development and commercialization of novel therapeutics for the treatment of rare diseases, with an initial focus on the treatment of people with immune system dysfunction. Our lead product candidate, mavorixafor, is a first-in-class, small molecule inhibitor of the chemokine receptor CXCR4 and is being developed as a once-daily oral therapy. Due to mavorixafor’s demonstrated ability to antagonize CXCR4 and improve the healthy maturation and trafficking of white blood cells, we believe that mavorixafor has the potential to provide therapeutic benefit across a wide variety of diseases, including primary immunodeficiencies (“PIDs”) and certain types of cancer.
In June 2019, we initiated 4WHIM, a pivotal, 52-week global Phase 3 clinical trial of mavorixafor for the treatment of patients with WHIM (Warts, Hypogammaglobulinemia, Infections, and Myelokathexis) Syndrome, a rare, inherited PID, following the completion of the dose-titration portion of a Phase 2 clinical trial whose open-label extension portion is ongoing. The U.S. Food and Drug Administration (“FDA”) has granted Breakthrough Therapy Designation for mavorixafor for the treatment of adults with WHIM. The FDA has also granted Fast Track Designation for mavorixafor for adults with WHIM and Rare Pediatric Designation for mavorixafor for the treatment of WHIM. We completed enrollment in the 4WHIM trial in the third quarter of 2021 and currently expect to report top-line data from this trial in the fourth quarter of 2022. In addition, we have begun building our commercial team in anticipation of a possible New Drug Application (“NDA”) submission to the FDA in the second half of 2023, with the goal of obtaining approval for mavorixafor for the treatment of people in the United States, aged 12 and older, with WHIM Syndrome should the final data from the 4WHIM trial support the filing of an NDA.
In November 2019, we initiated a 14-day, proof-of-concept Phase 1b clinical trial of mavorixafor in patients with chronic neutropenia disorders, and in December 2019, we initiated a Phase 1b clinical trial of mavorixafor, in combination with ibrutinib, in patients with Waldenström’s macroglobulinemia, a rare blood cancer characterized by an excess of abnormal white blood cells in the bone marrow and confirmed MYD88 and CXCR4 genetic mutations. Following announcements of positive preliminary data from both of the ongoing Phase 1b clinical trials of mavorixafor during 2021, we have continued patient enrollment. Additional data are expected from the Phase 1b clinical trial in chronic neutropenia by the third quarter of 2022 and from the Phase 1b clinical trial in Waldenström’s macroglobulinemia in the second half of 2022.
We are also investigating mavorixafor in combination with axitinib (Inlyta®) in the Phase 2a portion of an open-label Phase 1/2 clinical trial in clear cell renal cell carcinoma (“ccRCC”). We intend to pursue future development and potential commercialization of mavorixafor in ccRCC and other possible immuno-oncology indications outside of greater China only as part of a potential strategic collaboration.
In addition, we are advancing two early stage candidates: X4P-003, a second-generation CXCR4 antagonist designed to have enhanced properties relative to mavorixafor, potentially enabling broader opportunities in CXCR4-dependent disorders and primary immunodeficiencies; and X4P-002, a CXCR4 antagonist with a unique distribution profile for potential use in CXCR4-dependent diseases in the periphery, but also with the ability to cross the blood-brain barrier and provide appropriate therapeutic exposures to treat brain cancers and other diseases where exposure in brain is essential. We anticipate that we will file an Investigational New Drug application for X4P-002 in the second half of 2022.
To date, we have not generated revenue from product sales and do not constituteexpect to generate significant revenue from the sale of our products in the foreseeable future. If our development efforts for our product candidates are successful and result in regulatory approval, we may generate revenue in the future from product sales. We cannot
predict if, when, or to what extent we will generate revenue from the commercialization and sale of our product candidates. We may never succeed in obtaining regulatory approval for any of our product candidates.
Private Placement
Securities Purchase Agreement
On March 3, 2022, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with BCLS II Investco, LP (the “Purchaser”), an offeraffiliate of Bain Capital Life Sciences, LLC, pursuant to which we agreed to sell and issue (i) 900,000 shares of Common Stock at a purchase price of $1.80 per share, which represents the volume weighted average price per share of the Common Stock as quoted on the Nasdaq Capital Market for the thirty (30) consecutive-day trading day period ending on March 2, 2022, and (ii) pre-funded warrants to purchase 766,666 shares of Common Stock at a price of $0.01 per share, at a purchase price of $1.79 per pre-funded warrant (the “Private Placement”). On March 7, 2022, we closed the Private Placement and issued 900,000 shares of Common Stock and 766,666 pre-funded warrants to purchase Common Stock to the Purchaser.
The pre-funded warrants are exercisable at any time after their original issuance and will not expire. The pre-funded warrants provide that the holder of such pre-funded warrants will not have the right to exercise any portion of its pre-funded warrants if such holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that the holder may increase or decrease the solicitationBeneficial Ownership Limitation by giving 61 days’ notice to us, but not to any percentage in excess of 19.99%.
The shares of Common Stock issued to the Purchaser, and the shares of Common Stock issuable upon exercise of the pre-funded warrants were not initially registered under the Securities Act or any state securities laws. We have relied on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof. In connection with its execution of the Purchase Agreement, the Purchaser represented to us that the Purchaser is an “accredited investor” as defined in Regulation D of the Securities Act and that the shares of Common Stock and the pre-funded warrants purchased by the Purchaser were being acquired solely for its own account and for investment purposes and not with a view to its future sale or distribution.
Registration Rights Agreement
On March 3, 2022, in connection with the Private Placement, we entered into a Registration Rights Agreement with the Purchaser (the “Registration Rights Agreement”), pursuant to which we agreed to (i) by no later than April 30, 2022, file a registration statement with the SEC to cover the resale of the shares of Common Stock, including those shares of Common Stock issuable upon exercise of the pre-funded warrants to purchase Common Stock, issued to the Purchaser pursuant to the Purchase Agreement (the “Shares”), (ii) to use commercially reasonable efforts to cause such registration statement to become effective as soon as practicable and (iii) to keep such registration statement effective until the date the Shares covered by such registration statement have been sold or may be resold pursuant to Rule 144 without restriction. In the event that such registration statement is not filed or declared effective within the timeframes set forth in the Registration Rights Agreement or, after the registration statement has been declared effective by the SEC, sales cannot be made pursuant to the registration statement for any reason including by reason of a stop order or our failure to update such registration statement, subject to certain limited exceptions, then we have agreed to make payments to the Purchaser as liquidated damages in an amount equal to 1% of the aggregate amount invested by the Investor in the Shares per 30-day period or pro rata for any portion thereof for each such month during which such event continues, subject to certain caps set forth in the registration rights agreement.
The registration statement of which this prospectus is a part relates to the offer and resale of the shares of Common Stock issued to buy any securities other than the securities describedPurchaser pursuant to the Purchase Agreement, including the shares issuable upon exercise of the pre-funded warrants to purchase Common Stock. When we refer to the Selling Stockholder in this prospectus, or such accompanying prospectus supplement or an offerwe are referring to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearingPurchaser named in this prospectus as the Selling Stockholder and, as applicable,
any donees, pledgees, assignees, transferees or other successors-in-interest selling Shares received after the date of this prospectus from the Selling Stockholder as a gift, pledge, or other non-sale related transfer.
Corporate Information
Prior to March 13, 2019, we were a clinical-stage biopharmaceutical company known as Arsanis, Inc. that had historically been focused on applying monoclonal antibody immunotherapies to address serious infectious diseases. Arsanis, Inc. was originally incorporated in the State of Delaware in August 2010.
On March 13, 2019, we completed our business combination with X4 Therapeutics, Inc. (formerly X4 Pharmaceuticals, Inc.) in accordance with the terms of an Agreement and Plan of Merger, dated as of November 26, 2018, as amended on December 20, 2018 and March 8, 2019 (the “Merger Agreement”), that we entered into with X4 Therapeutics, Inc. and Artemis AC Corp., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into X4 Therapeutics, Inc., with X4 Therapeutics, Inc. continuing as our wholly owned subsidiary and the surviving corporation of the merger, which transaction we refer to as the Merger. At the closing of the Merger, we issued shares of our Common Stock to X4 Therapeutics, Inc. stockholders based on an agreed upon exchange ratio, and each option or warrant to purchase X4 Therapeutics, Inc. capital stock became an option or warrant, respectively, to purchase our Common Stock, subject to adjustment in accordance with the agreed upon exchange ratio. Following the closing of the Merger, we effected a 1-for-6 reverse stock split of our Common Stock, our name was changed to X4 Pharmaceuticals, Inc., the business of X4 Therapeutics, Inc. became our business, and we became a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of novel therapeutics for the treatment of rare diseases. In connection with the closing of the Merger, our stock began trading on the Nasdaq Capital Market under the symbol “XFOR” on March 14, 2019.
Our principal executive offices are located at 61 North Beacon Street, 4th Floor, Boston, Massachusetts 02134, and our telephone number is (857) 529-8300. Our website is located at http://www.x4pharma.com. We do not incorporate by reference into this prospectus the information on, or accessible through, our website, and you should not consider it as part of this prospectus.
THE OFFERING
| | | | | |
| Common Stock Offered by the Selling Stockholder | 1,666,666 Shares |
| Use of Proceeds | We will not receive any proceeds from the sale of the Shares covered by this prospectus, except with respect to amounts received by us due to the exercise of pre-funded warrants. |
| Nasdaq Capital Market Symbol | XFOR |
RISK FACTORS
An investment in our Common Stock involves a high degree of risk. Prior to making a decision about investing in our Common Stock, you should consider carefully the specific risk factors discussed in the sections entitled “Risk Factors” contained in our most recent Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 17, 2022, which are incorporated in this prospectus by reference in their entirety, as well as any amendment or updates to our risk factors reflected in subsequent filings with the SEC, including any prospectus supplement
hereto. These risks and uncertainties are not the
documents incorporated by referenceonly risks and
uncertainties we face. Additional risks and uncertainties not presently known to us, or that we currently view as immaterial, may also impair our business. If any
related free writing prospectus is accurate only as of
their respective dates. Ourthe risks or uncertainties described in our SEC filings or any additional risks and uncertainties actually occur, our business, financial condition, results of operations and
prospects may have changedcash flow could be materially
since those dates.and adversely affected. In that case, the trading price of our Common Stock could decline and you might lose all or part of your investment.
USE OF PROCEEDS
We further note thatare filing the representations, warrantiesregistration statement of which this prospectus forms a part to permit the holder of the Shares of our Common Stock described in the section entitled “Selling Stockholder” to resell such Shares. We are not selling any securities under this prospectus, and covenants madewe will not receive any proceeds from the sale or other disposition of shares of our Common Stock held by the Selling Stockholder, except with respect to amounts received by us due to the exercise of the pre-funded warrants.
The Selling Stockholder will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholder for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Stockholder in any agreementdisposing of these Shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the Shares covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and our accountants.
SELLING STOCKHOLDER
This prospectus covers the sale or other disposition by the Selling Stockholder of up to the total number of shares of our Common Stock that is filedwere issued to the Selling Stockholder pursuant to the Purchase Agreement, plus the total number of shares of our Common Stock issuable upon exercise of the pre-funded warrants issued to the Selling Stockholder pursuant to the Purchase Agreement, without giving effect to the Beneficial Ownership Limitation described under “Prospectus Summary—Private Placement—Securities Purchase Agreement.” The table below sets forth, to our knowledge, information concerning the beneficial ownership of shares of our Common Stock by the Selling Stockholder as an exhibitof April 19, 2022. The information in the table below with respect to any document that is incorporated by referencethe Selling Stockholder has been obtained from the Selling Stockholder. When we refer to the “Selling Stockholder” in this prospectus, were made solelyor, if required, a post-effective amendment to the registration statement of which this prospectus is a part, we mean the Selling Stockholder listed in the table below as offering shares, as well as its respective pledgees, assignees, donees, transferees or successors-in-interest. Throughout this prospectus, when we refer to the shares of our Common Stock being registered on behalf of the Selling Stockholder, we are referring to the shares of our Common Stock and the shares underlying the pre-funded warrants issued to the Selling Stockholder pursuant to the Purchase Agreement, without giving effect to the Beneficial Ownership Limitation described above. The Selling Stockholder may sell all, some or none of the shares of Common Stock subject to this prospectus. See “Plan of Distribution” below as it may be supplemented and amended from time to time.
The number of shares of Common Stock beneficially owned prior to the offering for the benefitSelling Stockholder includes all shares of our Common Stock beneficially held by the Selling Stockholder as of April 19, 2022, which includes (i) all shares of our Common Stock purchased by such Selling Stockholder in the Private Placement and (ii) all shares of Common Stock issuable upon exercise of the pre-funded warrants purchased by the Selling Stockholder in the Private Placement, without giving effect to the Beneficial Ownership Limitation. The percentages of shares owned before and after the offering are based on 30,823,573 shares of Common Stock outstanding as of April 19, 2022, which includes the outstanding shares of Common Stock offered by this prospectus but does not include any shares of Common Stock offered by this prospectus that are issuable pursuant to warrants or pre-funded warrants and are deemed outstanding in the table below because they are beneficially owned by the Selling Stockholder.
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to our Common Stock. Generally, a person “beneficially owns” shares of our Common Stock if the person has or shares with others the right to vote those shares or to dispose of them, or if the person has the right to acquire voting or disposition rights within 60 days. In computing the number of shares of our Common Stock beneficially owned by the Selling Stockholder and the percentage ownership of the Selling Stockholder, we deemed outstanding shares of Common Stock issuable upon the exercise of pre-funded warrants or warrants held by the Selling Stockholder that are exercisable within 60 days of April 19, 2022. The inclusion of any shares in this table does not constitute an admission of beneficial ownership for the Selling Stockholder named below.
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| | | Shares of
Common Stock
Beneficially Owned
Prior to Offering | | | Number of
Shares of
Common Stock
Being Offered(1) | | | Shares of
Common Stock
to be Beneficially
Owned After
Offering(2) | |
| Name of Selling Stockholder | | Number | | | Percentage | | | Number | | | Percentage | |
BCLS II Investco, LP(3) | | | 3,321,147 | | | | 9.99 | % | | | 1,666,666 | | | | 2,008,032 | | | | 5.98 | % |
(1) The number of shares of our Common Stock in the column “Number of Shares of Common Stock Being Offered” represents all of the shares of our Common Stock that the Selling Stockholder may offer and sell from time to time under this prospectus.
(2) We do not know when or in what amounts the Selling Stockholder may offer shares for sale. The Selling Stockholder might not sell any or might sell all of the shares offered by this prospectus. Because the Selling Stockholder may offer all or some of the shares pursuant to this offering, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares, we cannot estimate the number of the shares that will be held by the Selling Stockholder after completion of the offering. However, for purposes of this table, we have assumed that, after completion of the offering, none of the shares issued in the Private Placement and covered by this prospectus, including Common Stock issuable upon exercise of the pre-funded warrants, will be held by the Selling Stockholder.
(3) The shares reported under “Shares of Common Stock Beneficially Owned Prior to the Offering” consists of (i) the following shares of Common Stock purchased by the Selling Stockholder in the Private Placement: (a) 900,000 shares of Common Stock, and (b) 766,666 shares of Common Stock issuable upon exercise of pre-funded warrants and (ii) 1,654,481 shares of Common Stock issuable upon exercise of pre-funded warrants purchased by the Selling Stockholder from us in November 2021. In addition to the foregoing shares, as of April 19, 2022, the Selling Stockholder held pre-funded warrants to purchase 353,551 additional shares of Common Stock that are not included in the shares reported under “Shares of Common Stock Beneficially Owned Prior to the Offering” because they are subject to limitations on exercisability if such exercise would result in the Selling Stockholder beneficially owning more than 9.99% of our outstanding Common Stock. Bain Capital Life Sciences Investors, LLC (“BCLSI”) is the ultimate general partner of the Selling Stockholder. As a result, BCLSI may be deemed to share voting and dispositive power with respect to the shares of Common Stock beneficially owned by the Selling Stockholder. Additionally, the shares of Common Stock, including Common Stock issuable upon exercise of the pre-funded warrants, held by the Selling Stockholder are required to be aggregated with our other securities beneficially owned by BCLSI and held by affiliates of the Selling Stockholder for the purposes of the Beneficial Ownership Limitation. The address of the Selling Stockholder is c/o Bain Capital Life Sciences, LP, 200 Clarendon Street, Boston, MA 02116.
Relationships with Selling Stockholder
As discussed in greater detail above under the section titled “Prospectus Summary—Private Placement,” in March 2022, we entered into the Purchase Agreement with the Selling Stockholder, pursuant to which we sold and issued shares of our Common Stock and pre-funded warrants to purchase our Common Stock, and we also entered into the Registration Rights Agreement with the Selling Stockholder, pursuant to which we agreed to file a registration statement with the SEC to cover the resale by the Selling Stockholder of the shares of our Common Stock, including the shares of Common stock issuable upon exercise of the pre-funded warrants, issued pursuant to the Purchase Agreement.
The Selling Stockholder has not had a material relationship with us or any of our predecessors or affiliates within the past three years, other than as a result of the ownership of our shares of Common Stock or other securities, and the Selling Stockholder has not held any position or office with us or our affiliates within the last three years.
PLAN OF DISTRIBUTION
The Selling Stockholder, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of Common Stock or interests in shares of Common Stock received after the date of this prospectus from the Selling Stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of Common Stock or interests in shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The Selling Stockholder may use any one or more of the following methods when disposing of shares or interests therein:
•ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
•block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
•purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
•an exchange distribution in accordance with the rules of the applicable exchange;
•privately negotiated transactions;
•short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC;
•through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
•broker-dealers may agree with the Selling Stockholder to sell a specified number of such shares at a stipulated price per share;
•a combination of any such methods of sale; and
•any other method permitted by applicable law.
The Selling Stockholder may, from time to time, pledge or grant a security interest in some or all of the shares of Common Stock owned by the Selling Stockholder and, if the Selling Stockholder defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended (the “Securities Act”), amending the selling stockholder list to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The Selling Stockholder also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees, donees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale of our Common Stock or interests therein, the Selling Stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholder may also sell shares of our Common Stock short and deliver these securities to close out their short positions, or loan or pledge the
Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such agreement, including,broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The aggregate proceeds to the Selling Stockholder from the sale of the Common Stock offered by the Selling Stockholder will be the purchase price of the Common Stock less discounts or commissions, if any. The Selling Stockholder reserves the right to accept and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of Common Stock to be made directly or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the pre-funded warrants by payment of cash, however, we will receive the exercise price of $0.01 per share pursuant to the pre-funded warrants.
The Selling Stockholder also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that the Selling Stockholder meets the criteria and conform to the requirements of that rule.
The Selling Stockholder and any underwriters, broker-dealers or agents that participate in the sale of the Common Stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. A Selling Stockholder who is an “underwriter” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.
To the extent required, the shares of our Common Stock to be sold, the name of the Selling Stockholder, the respective purchase price and public offering price, the names of any agents, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
In order to comply with the securities laws of some states, if applicable, the Common Stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some cases,states the Common Stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
We have advised the Selling Stockholder that the anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934, as amended, may apply to sales of shares in the market and to the activities of the Selling Stockholder and its affiliates. In addition, to the extent applicable, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the Selling Stockholder for the purpose of allocating risk amongsatisfying the partiesprospectus delivery requirements of the Securities Act. The Selling Stockholder may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
We have agreed to indemnify the Selling Stockholder against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.
We have agreed with the Selling Stockholder to use commercially reasonable efforts to cause the registration statement of which this prospectus constitutes a part effective and to remain continuously effective until the earlier of (1) such agreements,time as all of the shares covered by this prospectus have been disposed of pursuant to and should notin accordance with such registration statement or (2) the date on which all of the shares may be deemedsold without restriction pursuant to Rule 144 of the Securities Act.
LEGAL MATTERS
The validity of the Shares to be
a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as ofoffered for resale by the
date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.This prospectus may not be used to consummate sales of our securities unless it is accompanied by a prospectus supplement. To the extent there are inconsistencies between any prospectus supplement,Selling Stockholder under this prospectus and any documentswill be passed upon for us by Cooley LLP, New York, New York.
EXPERTS
The financial statements incorporated
by reference, the document with the most recent date will control.Unless the context otherwise indicates, references in this prospectus to “we,” “our” and “us” refer, collectively, to Arsanis, Inc., a Delaware corporation, and its consolidated subsidiaries.
We own or have rights to trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate name, logos and website names. Other trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are listed without the® and ™ symbols, but we will assert,by reference to the fullest extent under applicable law, our rightsAnnual Report on Form 10-K for the year ended December 31, 2021 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to our trademarks, service marksthe Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and trade names.
accounting. 
