Candel Therapeutics signs up to $50M stock sale agreement

Available on EDGAR 11/12/2026 - 04:27 PM EST Accepted by SEC EDGAR 11/12/2026 - 04:26 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Candel Therapeutics, Inc. (CADL) entered into a Second Amended and Restated Open Market Sale Agreement with Jefferies LLC to sell common stock from time to time through Jefferies as sales agent, for an aggregate offering price of up to $50 million. That amount is in addition to gross sales proceeds received before November 12, 2026, under the 2025 agreement. Candel had sold approximately $50 million under that earlier agreement as of November 12, 2026. Under the new agreement, sales, if any, may be made by methods permitted for an at-the-market offering. Jefferies agreed to use commercially reasonable efforts, subject to the agreement's terms, but is not required to sell a specific number or dollar amount of shares.

Filing Explained

For any shares sold under the new agreement, Jefferies is entitled to a fixed commission of 3% of gross proceeds, so the cash Candel retains from those sales is reduced by that fee.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate offering price: Up to $50 million Gross sales proceeds: Approximately $50 million Fixed commission rate: 3.0%

3 metrics

Aggregate offering price Up to $50 million Shares sold under the 2026 Sales Agreement

Gross sales proceeds Approximately $50 million ATM shares sold under the 2025 Sales Agreement as of November 12, 2026

Fixed commission rate 3.0% Of gross proceeds from ATM shares sold under the 2026 Sales Agreement

Key Terms

at the market offering, aggregate offering price, commercially reasonable efforts, fixed commission rate

4 terms

at the market offering financial

"deemed to be an “at the market offering”"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

aggregate offering price financial

"having an aggregate offering price of up to $50,000,000"

The aggregate offering price is the total dollar amount that will be raised if all the securities in an offering are sold at the stated offering price, before fees or expenses are taken out. Investors use it to gauge the size of the fundraising and its potential effects—such as how much cash the company will get and how much existing ownership might be reduced—similar to totaling every item’s price in a shopping cart to see the full bill.

commercially reasonable efforts technical

"to use its commercially reasonable efforts"

fixed commission rate financial

"entitled to a fixed commission rate of 3.0%"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much stock can Candel Therapeutics (CADL) sell under its new ATM agreement?

The agreement permits sales with an aggregate offering price of up to $50 million, in addition to gross sales proceeds received under the 2025 agreement.

What commission does Jefferies receive under Candel Therapeutics' (CADL) ATM agreement?

Jefferies is entitled to a fixed commission of 3.0% of the gross proceeds from ATM shares sold under the agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2026

CANDEL THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-40629		52-2214851
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
117 Kendrick St
Suite 450 Needham, Massachusetts				02494
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 916-5445

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		CADL		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On November 12, 2026, Candel Therapeutics, Inc. (the “Company”) entered into a Second Amended and Restated Open Market Sale Agreement^SM (the “2026 Sales Agreement”), with Jefferies LLC (“Jefferies”), to sell shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), from time to time through Jefferies acting as sales agent, having an aggregate offering price of up to $50,000,000 (such amount to be in addition to the aggregate gross sales proceeds received by the Company from the sale of Common Stock prior to the date hereof pursuant to the 2025 Sale Agreement (as defined below)) (the “ATM Shares”). The 2026 Sales Agreement amends and restates that certain Amended and Restated Open Market Sale Agreement^SM, dated as of August 14, 2025 (the “2025 Sales Agreement”), between the Company and Jefferies, which had a maximum aggregate offering price of up to $50,000,000. As of November 12, 2026, the Company had sold an aggregate of approximately $50,000,000 of ATM Shares under the 2025 Sales Agreement. In connection with the 2026 Sales Agreement, on November 12, 2026, the Company has filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement to the base prospectus included in the Company’s registration statement on Form S-3 (File No. 333-289595) filed with the SEC on August 14, 2025 (the “Registration Statement”), which became effective on August 22, 2025.

Sales of the ATM Shares, if any, as contemplated by the 2026 Sales Agreement, will be made by any method permitted that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”).

Jefferies is not required to sell any specific number or dollar amount of shares of the Common Stock, but has agreed, subject to the terms and conditions of the 2026 Sales Agreement, to use its commercially reasonable efforts, consistent with its normal trading and sales practices, to sell the shares of the Common Stock on the terms agreed upon by Jefferies and the Company.

The 2026 Sales Agreement provides that Jefferies will be entitled to a fixed commission rate of 3.0% of the gross proceeds of the ATM Shares sold under the 2026 Sales Agreement.

The 2026 Sales Agreement contains representations, warranties and covenants that are customary for transactions of this type. In addition, the Company has agreed to provide indemnification and contribution to Jefferies against certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.

The foregoing description of the 2026 Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The opinion of Goodwin Procter LLP relating to the validity of the ATM Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K, including the exhibits filed herewith, shall not constitute an offer to sell or the solicitation of an offer to buy the ATM Shares, nor shall there be any offer, solicitation or sale of the ATM Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
1.1		Second Amended and Restated Open Market Sale AgreementSM, dated November 12, 2026, by and between Candel Therapeutics, Inc. and Jefferies LLC
5.1		Opinion of Goodwin Procter LLP
23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 12, 2026				By:		/s/ Paul Peter Tak
						Paul Peter Tak, M.D., Ph.D., FMedSci President and Chief Executive Officer

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 193.5 KB
• EX-5.1 EX-5.1 9.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB