Candel Therapeutics Files 8-K with Material Agreements and Financial Updates

TL;DR

Candel Therapeutics dropped an 8-K: new deals, financial updates, and equity sales. Watch this space.

AI Summary

On October 14, 2025, Candel Therapeutics, Inc. filed an 8-K report detailing several key events. The company entered into a material definitive agreement, reported on its results of operations and financial condition, and disclosed the creation of a direct financial obligation. Additionally, the filing addresses unregistered sales of equity securities and includes a Regulation FD disclosure, indicating significant corporate activity and financial updates.

Why It Matters

This 8-K filing signals significant corporate actions and financial developments for Candel Therapeutics, potentially impacting its stock price and investor outlook.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial condition updates, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Candel Therapeutics, Inc. (company) — Registrant
• October 14, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share CADL The Nasdaq
• $130.0 million — an aggregate principal amount of up to $130.0 million as follows: (a) at closing, the aggrega
• $50.0 million — sing, the aggregate principal amount of $50.0 million (the "First Tranche"), (b) until May 30
• $20.0 million — 2027, the aggregate principal amount of $20.0 million (the "Second Tranche"), (c) following f
• $30.0 million — 2027, the aggregate principal amount of $30.0 million (the "Third Tranche"), and (d) followin
• $550 m — ny's market capitalization is less than $550 million, the Company to maintain minimum
• $95 million — e, that the Company has raised at least $95 million in unrestricted net cash proceeds from
• $5.89 — r the Lender Warrants shall be equal to $5.89 per share. The number of shares of Comm
• $6.81 — of Common Stock at an exercise price of $6.81 per share, subject to certain vesting c
• $87.2 million — quivalents as of September 30, 2025 was $87.2 million. The information contained in Item 2.

Filing Documents

• cadl-20251014.htm (8-K) — 79KB
• cadl-ex4_1.htm (EX-4.1) — 136KB
• cadl-ex10_1.htm (EX-10.1) — 870KB
• cadl-ex10_2.htm (EX-10.2) — 39KB
• cadl-ex99_1.htm (EX-99.1) — 28KB
• cadl-ex99_2.htm (EX-99.2) — 30KB
• img160460863_0.jpg (GRAPHIC) — 21KB
• img161384384_0.jpg (GRAPHIC) — 21KB
• 0001193125-25-238254.txt ( ) — 1526KB
• cadl-20251014.xsd (EX-101.SCH) — 26KB
• cadl-20251014_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Loan Facility Loan and Security Agreement On October 14, 2025, Candel Therapeutics, Inc. (the "Company") entered into a Loan and Security Agreement (the "LSA") with the lenders party thereto (the "Lenders") and Trinity Capital Inc., as administrative agent and collateral agent (the "Agent"). Under the LSA, the Lenders agreed to extend debt capital to the Company, in the form of a term loan, in tranches totaling an aggregate principal amount of up to $130.0 million as follows: (a) at closing, the aggregate principal amount of $50.0 million (the "First Tranche"), (b) until May 30, 2027, subject to the achievement of certain regulatory, clinical and operational milestones by March 31, 2027, the aggregate principal amount of $20.0 million (the "Second Tranche"), (c) following funding of the Second Tranche, until February 28, 2028, subject to the achievement of certain regulatory and operational milestones by December 31, 2027, the aggregate principal amount of $30.0 million (the "Third Tranche"), and (d) following funding of the Third Tranche, in Lenders' sole discretion, the aggregate principal amount of $30.0 million (the "Fourth Tranche" and collectively with the First Tranche, the Second Tranche and the Third Tranche, the "Tranches"). The obligations of the Lenders to extend such debt capital are subject to certain conditions precedent described in the LSA. The Company is required to pay a commitment fee of 1.0% of the amount drawn, plus related documentation and funding fees, in connection with each drawdown. On October 14, 2025, (the "Closing Date"), the Company drew down the First Tranche. The Company's obligations under the facility are secured by a first priority security interest in substantially all assets of the Company. All Tranches will mature on October 1, 2030 (the "Maturity Date"), unless earlier accelerated under the terms of the LSA. At maturity, the Company is required to repay the then-

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On October 14, 2025, the Company disclosed that its cash and cash equivalents as of September 30, 2025 was $87.2 million. The information contained in Item 2.02 of this Form 8-K does not present all information necessary for an understanding of the Company's financial condition as of September 30, 2025 and is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.03.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K under the subsection entitled "Lender Warrants" is incorporated by reference into this Item 3.02. The issuance of the Lender Warrants are exempt from the requirements of the Securities Act of 1933, as amended, pursuant to an exemption provided by Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder as transactions by an issuer not involving a public offering.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Loan Facility On October 14, 2025, the Company issued a press release announcing the loan facility, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Interim Data from Clinical Trial of CAN-3110 On October 14, 2025, the Company issued a press release announcing positive interim data from its ongoing phase 1b clinical trial of CAN-3110 (linoserpaturev) in recurrent glioblastoma, a copy of which is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The information furnished under this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as otherwise expressly stated in such filing.

01 Other Events

Item 8.01 Other Events. On October 14, 2025, the Company announced positive interim data from its ongoing phase 1b clinical trial of CAN-3110 in recurrent glioblastoma. The updated median overall survival ("mOS") was 11.8 months (CI: 8.3–14.9) (arm A, n = 41) and 12.0 months (CI: 10.0–NA) (arm B, n = 9), respectively, after a single injection of CAN-3110, consistent with previously reported data for arms A and B. At the time of data cutoff (August 15, 2025), one patient from arm A and one patient from arm B were still alive after prolonged follow-up (59.2 and 42.4 months, respectively, after CAN-3110 administration). At the time of data cutoff, 9 patients in arm C had received multiple administrations of CAN-3110. At the 110 PFU dose, 3 patients received 4 injections, 1 patient received 5 injections, and 2 patients received 6 injections. At the 110 PFU dose, 1 patient received 4 injections, and 2 patients received 5 injections. Median follow-up was 8.9 months. Four out of 9 patients were alive at time of data cutoff (range 3.1-28.2 months after initiation of CAN-3110 treatment). Five patients had died, of which 3 died more than one year after initiation of CAN-3110 treatment (range 5.5-21.8 months). With a short follow up time for the most recently dosed patients and 2 additional patients still to be enrolled in arm C, the Company expects to present mature mOS data and an update on long-term survivors in Q4 2026. Additionally, the Company has made the strategic decision to seek externally funded partnerships for the clinical development of CAN-2409 as a potential cancer therapy for pancreatic ductal adenocarcinoma and to focus current capital primarily on early localized prostate cancer and non-small cell lung cancer.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 4.1 Form of Lender Warrant. 10.1* Loan and Security Agreement, by and among the Registrant, Trinity Capital Inc. and the other parties thereto, dated as of October 14, 2025. 10.2 Form of Omnibus Amendment, Release and Waiver to Warrants to Purchase Common Stock, by and among the Registrant and the other parties thereto, dated as of October 14, 2025. 99.1 Press Release dated October 14, 2025 99.2 Press Release dated October 14, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Portions of this exhibit have been omitted by means of redacting a portion of the text and replacing it with "[***]" because they are both (i) not material and (ii) the type of information that the registrant treats as private or confidential.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Candel Therapeutics, Inc. Date: October 14, 2025 By: /s/ Paul Peter Tak Paul Peter Tak, M.D., Ph.D., FMedSci President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR