Camp4 Therapeutics Files 8-K: Material Agreement, Equity Sales

TL;DR

Camp4 Therapeutics filed an 8-K detailing a material agreement and equity sales.

AI Summary

On September 9, 2025, Camp4 Therapeutics Corp. entered into a material definitive agreement, details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and changes in its board of directors and officer compensation. This filing indicates potential corporate actions and financial transactions.

Why It Matters

This 8-K filing signals significant corporate activity at Camp4 Therapeutics, including a material definitive agreement and equity sales, which could impact its strategic direction and financial standing.

Risk Assessment

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

Key Players & Entities

• Camp4 Therapeutics Corp. (company) — Registrant
• September 9, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share CAMP The Nasdaq Global Market
• $1.53 — ommon Stock "), at an offering price of $1.53 per Share (the " Share Price ") and, in
• $1.5299 — " Securities ") at an offering price of $1.5299 per pre-funded warrant (the " Pre-Funde
• $1.65 — al 36,361 Shares at a purchase price of $1.65 per share, for gross proceeds to the Co
• $50.1 m — roceeds to the Company of approximately $50.1 million, before deducting placement agent
• $50.1 million — s to the Company of up to approximately $50.1 million. The Second Closing Trigger shall occur
• $7.50 — e per share of equal to or greater than $7.50 (subject to appropriate, proportional a

Filing Documents

• camp-20250909.htm (8-K) — 50KB
• exhibit41-formofprexfunded.htm (EX-4.1) — 118KB
• exhibit101-securitiespurch.htm (EX-10.1) — 355KB
• exhibit102-registrationrig.htm (EX-10.2) — 138KB
• exhibit991-pressrelease.htm (EX-99.1) — 20KB
• 0001736730-25-000072.txt ( ) — 931KB
• camp-20250909.xsd (EX-101.SCH) — 2KB
• camp-20250909_lab.xml (EX-101.LAB) — 24KB
• camp-20250909_pre.xml (EX-101.PRE) — 14KB
• camp-20250909_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Securities Purchase Agreement On September 9, 2025, CAMP4 Therapeutics Corporation (the " Company ") entered into a Securities Purchase Agreement (the " Purchase Agreement ") with certain accredited investors named therein (each, an " Investor " and collectively, the " Investors "), pursuant to which the Company agreed to sell to the Investors, in up to two closings in a private placement transaction (the " Private Placement "). The initial closing of the Private Placement is anticipated to occur on or about September 11, 2025 (the " Initial Closing "), subject to customary closing conditions. At the Initial Closing, the Company has agreed to issue and sell 26,681,053 shares (the " Shares ") of the Company's common stock, par value $0.0001 per share (the " Common Stock "), at an offering price of $1.53 per Share (the " Share Price ") and, in lieu of Common Stock to certain Investors, pre-funded warrants to purchase 6,003,758 shares of Common Stock (the " Warrant Shares " and, together with the Shares, the " Securities ") at an offering price of $1.5299 per pre-funded warrant (the " Pre-Funded Warrant Price "). At the Initial Closing, the Company will issue and sell to certain members of management, including the Company's CEO Josh Mandel-Brehm, the Company's CFO Kelly Gold, the Company's CMO Yuri Maricich, and the Company's co-founders Richard Young, who also serves as a director on the Company's Board of Directors (the " Board ") and Leonard Zon, who serves as a Board observer, an additional 36,361 Shares at a purchase price of $1.65 per share, for gross proceeds to the Company of approximately $50.1 million, before deducting placement agent fees and other expenses. Pursuant to the Purchase Agreement, subject to the occurrence of the Second Closing Trigger (defined below), the Investors have agreed to purchase at a closing (the " Second Closing ") up to 32,721,172 Shares or pre-funded warrants in lieu thereof

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure regarding the securities to be sold and issued under the Purchase Agreement set forth under Item 1.01 of this report is incorporated by reference under this Item 3.02. The securities described above under Item 1.01 have not been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws. The Company is relying on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof. Each of the Investors provided representations appropriate for a private placement of securities. Restrictive legends will be affixed to the securities issued in the Private Placement. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) On September 9, 2025, each of James Boylan, Ravi Thadhani, M.D., and Paula Ragan, Ph.D. notified the Company's board of directors (the " Board ") of their resignation as members of the Board, in each case, effective on that same date.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 10, 2025, the Company issued a press release announcing the Private Placement, the appointment of Douglas Williams, PhD as Chair of the Board, and effective October 1, 2025, the elevation of Daniel Tardiff, PhD to the role of Chief Scientific Officer of the Company. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of pre-funded warrant. 10.1 Securities Purchase Agreement, dated September 9 , 2025, by and among the Company and the Investors. 10.2 Registration Rights Agreement, dated September 9 , 2025, by and among the Company and the Investors. 99.1 Press release issued by CAMP4 Therapeutics Corporation on September 10, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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. CAMP4 THERAPEUTICS CORPORATION By: /s/ Josh Mandel-Brehm Name: Josh Mandel-Brehm Title: President and Chief Executive Officer Date: September 10, 2025

View Full Filing

View this 8-K filing on SEC EDGAR