Enavate Sciences Acquires 10% Stake in Camp4 Therapeutics

TL;DR

**Enavate Sciences just bought 10% of Camp4 Therapeutics! Big move.**

AI Summary

On October 15, 2024, Enavate Sciences, through Enavate Sciences GP, LLC, filed a Schedule 13D indicating it acquired 10,000,000 shares of Camp4 Therapeutics Corp. common stock, representing 10.0% ownership. This filing was made by Everest Aggregator, LP, with Enavate Sciences acting as the filing entity. The acquisition occurred on October 15, 2024.

Why It Matters

This filing signals a significant new investor in Camp4 Therapeutics, potentially leading to changes in strategy, board representation, or future corporate actions.

Risk Assessment

Risk Level: medium — The filing indicates a significant stake acquisition, which could signal activist intentions or a strategic investment, introducing potential volatility.

Key Numbers

• 10,000,000 shares — Shares Acquired (Represents 10.0% ownership of Camp4 Therapeutics Corp.)
• 10.0% — Ownership Stake (Indicates significant influence or interest in Camp4 Therapeutics Corp.)

Key Players & Entities

• Enavate Sciences GP, LLC (company) — Filing entity
• Camp4 Therapeutics Corp (company) — Subject company
• Everest Aggregator, LP (company) — Filing entity
• James P. Boylan (person) — Authorized contact for Enavate Sciences
• 10,000,000 shares (dollar_amount) — Number of shares acquired
• 10.0% (dollar_amount) — Percentage of ownership

FAQ

Key Financial Figures

• $0.0001 — ation (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o
• $39,999,998.78 — tock for an aggregate purchase price of $39,999,998.78. On October 3, 2024, the Issuer effect
• $11.00 — rwriters of the IPO at the IPO price of $11.00 per share, for an aggregate purchase pr
• $14,999,996 — are, for an aggregate purchase price of $14,999,996. All purchases of the securities descr

Filing Documents

• tm2426590d1_sc13d.htm (SC 13D) — 70KB
• 0001104659-24-110566.txt ( ) — 71KB

Security and Issuer

Item 1. Security and Issuer The class of equity security to which this statement on Schedule 13D relates is the Common Stock, $0.0001 par value (“Common Stock”) of CAMP4 Therapeutics Corporation, a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is One Kendall Square, Building 1400 West, 3 rd Floor, Cambridge, MA 02139. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Identity and Background

Item 2. Identity and Background (a) This Schedule 13D is filed by Enavate Sciences GP, LLC (“Enavate GP”) and Everest Aggregator, LP (“Everest LP” and, with Enavate GP, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. (b) The principal business office of Enavate GP is 2882 Sand Hill Road, Suite 100, Menlo Park, CA 94025. The principal business office of Everest LP is 106 W 56th Street, 8th Floor, New York, NY 10019. (c) The principal business of Enavate GP is performing the functions of, and serving as, the sole general partner of Everest LP and certain affiliated partnerships, which make venture capital investments. The principal business of Everest LP is investing in and holding the securities of the Issuer. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of Enavate GP and Everest LP was organized in the state of Delaware.

Source and Amount of Funds or

Item 3. Source and Amount of Funds or Other Consideration Prior to the Issuer’s initial public offering (the “IPO”), Everest LP purchased 27,166,530 shares of Series B Preferred Stock for an aggregate purchase price of $39,999,998.78. On October 3, 2024, the Issuer effected a 1-for-11.2158 reverse stock split of its common stock and a proportional adjustment to the existing conversion ratio of the Series B Preferred Stock (the “Reverse Stock Split”). In connection with the closing of the IPO, on October 15, 2024, the Series B Preferred Stock discussed above automatically converted into shares of Common Stock on a 1-for-11.2158 basis. Everest LP also purchased 1,363,636 shares of Common Stock from the underwriters of the IPO at the IPO price of $11.00 per share, for an aggregate purchase price of $14,999,996. All purchases of the securities described herein were for cash and were funded by capital contributions made by Everest LP’s general and limited partners.

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Persons purchased the aforementioned securities for investment purposes with the aim of increasing the value of their investments and the Issuer. Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on its evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership of the Issuer’s securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time (including by means of programs adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Act”)). Each of the Reporting Persons reserve the right to increase or decrease its holdings on such terms and at such times as each may decide. 4 Except as set forth in this Item 4 and Item 6 below, none of the Reporting Persons have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. However, each of the Reporting Persons reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Common Stock to become eligible for termination of registration under Section 12(g) of the Act. The Reporting Persons also retai

of Schedule 13D

Item 4 of Schedule 13D.

Interest in Securities of the

Item 5. Interest in Securities of the Issuer (a) The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based upon 19,505,119 shares of common stock outstanding as of October 15, 2024 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s Form 424(b)(4) prospectus filed with the SEC on October 11, 2024. (b) The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D and Item 2 above is incorporated by reference. (c) Except as set forth herein, none of the Reporting Persons has effected any transactions in shares of the Issuer’s Common Stock during the last 60 days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons. (e) Not applicable.

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Lock-up Agreements The holders of substantially all of the Issuer’s pre-IPO capital stock, including Everest LP, and each of the Issuer’s directors and executive officers, entered into lock-up agreements (the “Lock-Up Agreements”) with the representatives of the underwriters of the Issuer’s IPO. Pursuant to the Lock-Up Agreements, Everest LP is not permitted, with limited exceptions, for a period of 180 days from October 10, 2024, to offer, sell, or otherwise transfer or dispose of any of the Issuer’s securities, without the consent of J.P. Morgan Securities LLC and Leerink Partners LLC. The description of the Lock-Up Agreements contained in this Item 6 is qualified in its entirety by reference to the full text of the form of Lock-up Agreement filed as Exhibit B to this Schedule 13D and incorporated by reference herein. Third Amended and Restated Investors’ Rights Agreement On June 3, 2022, Everest LP and certain other parties entered into the third amended and restated investors’ rights agreement (the “Rights Agreement”). The Rights Agreement provides Everest LP and other parties thereto with certain demand registration rights, including shelf registration rights, in respect of the shares of Common Stock issued to it upon conversion of the convertible preferred stock, subject to certain conditions. In addition, in the event that the Issuer registers additional shares of Common Stock for its own account or for the account of other holders of its securities, it will be required to give notice of such registration to Everest LP and certain other parties of its intention to effect such a registration, and, upon request of one or more such parties and subject to certain limitations, include the shares of Common Stock held by them in such registration. 5 The registration rights granted under the Ri

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits A. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. B. Form of Lock-up Agreement (incorporated by reference to Exhibit D to the Form of Underwriting Agreement filed as Exhibit 1.1 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-282241), filed with the SEC on September 26, 2024). C. Third Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated June 3, 2022 (incorporated by reference to Exhibit 4.1 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-282241), filed with the SEC on September 20, 2024). 6 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. Dated: October 22, 2024 Enavate Sciences GP, LLC By: /s/ James P. Boylan Name: James P. Boylan Title: Manager Everest Aggregator, LP By: Enavate Sciences GP, LLC its General Partner By: /s/ James P. Boylan Name: James P. Boylan Title: Manager ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). 7 Exhibit(s): A Joint Filing Agreement 8 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of CAMP4 Therapeutics Corporation shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D. Dated: October 22, 2024 Enavate Sciences GP, LLC By: /s/ James P. Boylan Name: James P. Boylan Title: Manager Everest Aggregator, LP By: Enavate Sciences GP, LLC its General Partner By: /s/ James P. Boylan Name: James P. Boylan Title: Manager

View Full Filing

View this SC 13D filing on SEC EDGAR