Candel Therapeutics Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Candel Therapeutics (Nasdaq: CADL) announced inducement stock option grants made by its Compensation Committee on January 31, 2026. One new employee received options to purchase 6,600 shares at a per-share exercise price of $5.84 under the company’s 2025 Inducement Plan.

The options vest 25% after one year of service and the remaining 75% in 36 equal monthly installments, subject to continued employment. The Plan was adopted by the board on December 24, 2025.

Key Figures

Inducement option size: 6,600 shares Exercise price: $5.84 per share Initial vesting tranche: 25% of shares +2 more

5 metrics

Inducement option size 6,600 shares Stock options granted to one new employee on January 31, 2026

Exercise price $5.84 per share Exercise price of inducement stock options

Initial vesting tranche 25% of shares Vests on first anniversary of employee’s start date

Subsequent vesting period 36 monthly installments Remaining 75% of shares vest thereafter, service-based

Plan adoption date December 24, 2025 Board adopted 2025 Inducement Plan

Market Reality Check

Price: $5.87 Vol: Volume 551,445 is about 0...

normal vol

$5.87 Last Close

Volume Volume 551,445 is about 0.75x the 20-day average of 734,321 shares. normal

Technical Price at $5.84, trading above the 200-day MA of $5.51 and 57.31% below the 52-week high.

Peers on Argus

CADL was down 1.52% pre-news while peers like CAPR, ANNX, MNPR, TNXP, and VNDA a...

CADL was down 1.52% pre-news while peers like CAPR, ANNX, MNPR, TNXP, and VNDA also showed negative moves, but no names appeared in the momentum scanner, suggesting stock-specific rather than coordinated sector momentum.

Historical Context

5 past events · Latest: Nov 17 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Nov 17	R&D day announcement	Positive	-2.3%	Announcement of December 5 virtual R&D event covering pipeline and strategy.
Nov 13	Q3 2025 earnings	Positive	-6.3%	Q3 results plus CAN‑2409 data, BLA timing, and funding into Q1 2027.
Nov 04	Clinical data update	Positive	-1.7%	SITC 2025 presentations with positive CAN‑2409 trial and AI‑designed candidate data.
Nov 03	Conference presentation	Positive	-3.0%	Jefferies Global Healthcare Conference appearance announcement and webcast details.
Oct 16	Advisory board change	Positive	-9.3%	Addition of systems immunology expert to Research Advisory Board for lead programs.

Pattern Detected

Recent news, including clinical and corporate updates, has often been followed by negative one-day price reactions despite generally constructive announcements.

Recent Company History

Over the last few months, Candel issued several clinically and strategically focused updates, including Q3 2025 results with $87.0M cash and a $130M term loan, positive CAN‑2409 Phase 3 data, and CAN‑3110 survival data. It also highlighted upcoming R&D and conference events and a key advisory board appointment. Yet the stock saw negative 24‑hour moves after each of these announcements, indicating a pattern of weak near-term price responses to ostensibly positive or neutral news items.

Regulatory & Risk Context

Active S-3 Shelf · $300,000,000

Shelf Active

Active S-3 Shelf Registration 2025-08-14

$300,000,000 registered capacity

An effective S-3 shelf filed on Aug 14, 2025 registers up to $300,000,000 of securities, including a separate prospectus for up to $50,000,000 in ATM common stock sales via Jefferies LLC. As of the latest data, the shelf shows 0 recorded usages, leaving the registered capacity available for potential future financings.

Market Pulse Summary

This announcement details a small inducement stock option grant of 6,600 shares at a $5.84 exercise ...

Analysis

This announcement details a small inducement stock option grant of 6,600 shares at a $5.84 exercise price, vesting over four years under the 2025 Inducement Plan. It follows a series of recent option awards to senior executives and sits against a backdrop of an active S‑3 shelf for up to $300,000,000 and a $50,000,000 ATM. Investors may watch how equity-based compensation and any future shelf usage affect dilution over time.

Key Terms

nasdaq listing rule 5635(c)(4)

1 terms

nasdaq listing rule 5635(c)(4) regulatory

"The above-described awards were each granted as an inducement material... in accordance with Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

AI-generated analysis. Not financial advice.

NEEDHAM, Mass., Feb. 02, 2026 (GLOBE NEWSWIRE) -- Candel Therapeutics, Inc. (Candel or the Company) (Nasdaq: CADL), a clinical-stage biopharmaceutical company focused on developing multimodal biological immunotherapies to help patients fight cancer, today announced that on January 31, 2026, the Compensation Committee of Candel’s Board of Directors (the Board) granted to one new employee, stock options to purchase an aggregate of 6,600 shares of the Company’s common stock, with a per share exercise price of $5.84.

The inducement stock options were made under the Company’s 2025 Inducement Plan (the Plan) and will vest with respect to 25% of the shares of common stock underlying the award on the first anniversary of the employee’s start date, and the remaining 75% of the shares of common stock underlying the inducement stock options will vest in 36 equal monthly installments thereafter. All vesting related to inducement awards is subject to the employees’ continuing service at the Company through the applicable vesting date.

The above-described awards were each granted as an inducement material to the employees entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4) and were granted pursuant to the terms of the Plan. The Plan was adopted by the Board on December 24, 2025.

About Candel Therapeutics

Candel is a clinical-stage biopharmaceutical company focused on developing off-the-shelf multimodal biological immunotherapies that elicit an individualized, systemic anti-tumor immune response to help patients fight cancer. Candel has established two clinical-stage multimodal biological immunotherapy platforms based on novel, genetically modified adenovirus and herpes simplex virus (HSV) gene constructs, respectively. Aglatimagene besadenovec (CAN-2409 or aglatimagene) is the lead product candidate from the adenovirus platform. The Company recently completed successful phase 2a clinical trials of aglatimagene in non-small cell lung cancer (NSCLC) and pancreatic ductal adenocarcinoma (PDAC), and a pivotal, placebo-controlled, phase 3 clinical trial of aglatimagene in localized prostate cancer, conducted under a Special Protocol Assessment agreed with the U.S. Food and Drug Administration (FDA). The FDA also granted Fast Track Designation, Regenerative Medicine Advanced Therapy Designation to aglatimagene for the treatment of newly diagnosed localized prostate cancer in patients with intermediate-to-high-risk disease, Fast Track Designation in NSCLC, and both Fast Track Designation and Orphan Drug Designation to aglatimagene for the treatment of PDAC.

Linoserpaturev (CAN-3110) is the lead product candidate from the HSV platform and is currently in an ongoing phase 1b clinical trial in recurrent high-grade glioma, evaluating the effects of repeat linoserpaturev injections. Initial results were published in Nature and Science Translational Medicine and linoserpaturev received Fast Track Designation and Orphan Drug Designation from the FDA. Finally, Candel’s enLIGHTEN™ Discovery Platform is a systematic, iterative HSV-based discovery platform leveraging human biology and advanced analytics to create new viral immunotherapies for solid tumors.

For more information about Candel, visit: www.candeltx.com

Investor Contact
Theodore Jenkins
Vice President, Investor Relations and Business Development
Candel Therapeutics, Inc.
tjenkins@candeltx.com

Media Contact
Ben Shannon
ICR Healthcare
CandelPR@icrhealthcare.com

FAQ

What inducement equity did Candel Therapeutics (CADL) grant on January 31, 2026?

Candel granted one new employee stock options to buy 6,600 shares at an exercise price of $5.84. According to Candel, the award was made as an inducement under its 2025 Inducement Plan to secure the employee’s employment.

How do the vesting terms work for the CADL inducement stock options?

Vesting is 25% after the first anniversary, then 75% in 36 equal monthly installments. According to Candel, all vesting is contingent on the employee’s continued service through each vesting date.

Under which plan were the CADL inducement options granted and when was it adopted?

The options were granted under the company’s 2025 Inducement Plan, adopted December 24, 2025. According to Candel, the grants complied with Nasdaq Listing Rule 5635(c)(4) as inducement awards.

What is the exercise price and potential immediate cost for exercising CADL inducement options?

The exercise price for the inducement options is $5.84 per share, so exercising all 6,600 options would cost $38,544 before taxes and fees. According to Candel, the price was set at grant under the Plan terms.

Do the CADL inducement option grants create immediate dilution for existing shareholders?

The grant itself creates potential future dilution only if options are exercised; immediate dilution does not occur until exercise. According to Candel, these are inducement awards contingent on vesting and exercise by the employee.