[8-K] Candel Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Candel Therapeutics has appointed Charles Schoch as permanent Chief Financial Officer, effective June 20, 2025, following his interim CFO role since January 2024. Schoch, 40, joined the company in 2021 and brings experience from Corbus Pharmaceuticals and PricewaterhouseCoopers. His compensation package includes a $440,000 annual base salary, 40% target bonus, and stock options for 50,000 shares vesting over four years. The equity award vests 25% after one year, with remaining portions vesting monthly over 36 months. Schoch holds MBA and MSA degrees from Northeastern University and previously served as corporate controller at Corbus Pharmaceuticals. The appointment demonstrates internal promotion and stability in Candel's executive team, with no disclosed conflicts of interest or related party transactions.

Positive

• Internal promotion of Charles Schoch from interim to permanent CFO demonstrates successful succession planning and leadership continuity
• Schoch brings valuable industry experience from both biotech (Corbus Pharmaceuticals) and Big 4 accounting (PwC) backgrounds
• Comprehensive compensation package including $440,000 base salary, 40% target bonus, and 50,000 stock options aligns with shareholder interests through equity-based incentives

Negative

• Significant increase in executive compensation costs with new CFO package could impact operating expenses
• Company remains an emerging growth company, indicating smaller scale operations and potentially higher risks
• Four-year vesting schedule for stock options may present retention risk in competitive biotech labor market

Insights

Corporate Governance Expert

Candel Therapeutics removes interim tag from CFO, providing leadership stability with competitive compensation package.

The appointment of Charles Schoch as permanent CFO after serving in an interim capacity since January 2024 represents a significant stabilization of Candel Therapeutics' executive leadership structure. For emerging biotechnology companies, financial leadership continuity is particularly crucial given the capital-intensive nature of clinical development programs and complex funding requirements.

Schoch brings valuable credentials to this permanent role, including prior experience as corporate controller at Corbus Pharmaceuticals (another Nasdaq-listed biotech) and health industry assurance experience at PricewaterhouseCoopers. This blend of public biotech experience and Big Four accounting expertise is well-suited for navigating the financial complexities facing development-stage biopharmaceutical companies.

The compensation package - comprising a $440,000 base salary, 40% target bonus, and options for 50,000 shares with standard four-year vesting - appears aligned with retention objectives while maintaining shareholder interest alignment through the time-based vesting schedule. The internal promotion from interim to permanent status suggests positive succession management and provides continuity in financial leadership without disruption.

By resolving this interim leadership situation, Candel has eliminated an element of executive uncertainty that could otherwise raise questions among investors about long-term strategic financial planning capabilities. The formalization of this key C-suite position should enable more confident forward-looking financial strategy development for the organization.

false 0001841387 0001841387 2025-06-20 2025-06-20

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): June 20, 2025

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, MA				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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 20, 2025, the board of directors (the “Board”) of Candel Therapeutics, Inc. (the “Company”) unanimously appointed Charles Schoch as the Company’s Chief Financial Officer, effective June 20, 2025 (the “Effective Date”). Mr. Schoch will continue to serve as the Company’s principal financial officer and principal accounting officer.

Mr. Schoch, age 40, had been serving as the Company’s interim Chief Financial Officer since January 2024. Mr. Schoch joined the Company in November 2021 and has served in various financial reporting and accounting positions of increasing responsibility. Prior to joining the Company, Mr. Schoch was the corporate controller at Corbus Pharmaceuticals Holdings Inc. (Nasdaq: CRBP) from September 2020 to November 2021 and previously worked in the health industry assurance practice of PricewaterhouseCoopers LLP from September 2013 to August 2020. Mr. Schoch holds an M.B.A. and M.S.A. from Northeastern University and a B.S. in Business Administration with a concentration in Finance from Elon University.

In connection with Mr. Schoch’s appointment as Chief Financial Officer, effective as of the Effective Date, Mr. Schoch’s annual base salary has been increased to $440,000, and he is eligible for an annual bonus with a target amount of 40% of his base salary. Mr. Schoch has been granted an option to purchase 50,000 shares of the Company’s common stock, at an exercise price equal to the fair market value of such shares on the date of grant (the “Equity Award”). 25% of the Equity Award will vest and become exercisable on the one-year anniversary of the Effective Date, and the balance of the Equity Award will vest in equal installments over the next 36 months thereafter, subject to Mr. Schoch’s continued employment. Mr. Schoch is also eligible to participate in the Company’s employee benefit plans available to its employees, subject to the terms of those plans.

There is no arrangement or understanding between Mr. Schoch and any other person pursuant to which Mr. Schoch was selected as an officer. There are no family relationships between Mr. Schoch and any of the Company’s directors or executive officers. Mr. Schoch has not had an interest in any transaction since the beginning of the Company’s last fiscal year, or any currently proposed transaction, that requires disclosure pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On June 23, 2025, the Company issued a press release announcing the appointment of Mr. Schoch as the Company’s Chief Financial Officer. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K are furnished and shall not be deemed “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. The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation language in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release dated June 23, 2025
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: June 23, 2025				By:		/s/ Paul Peter Tak
						Paul Peter Tak, M.D., Ph.D., FMedSci
						President and Chief Executive Officer

FAQ

Who is the new CFO of CADL (Candel Therapeutics)?

Charles Schoch was appointed as the permanent Chief Financial Officer of Candel Therapeutics (CADL) effective June 20, 2025. He had been serving as interim CFO since January 2024.

What is Charles Schoch's compensation package as CADL's new CFO?

Charles Schoch's compensation package includes a $440,000 annual base salary, eligibility for a 40% annual bonus target, and a stock option grant to purchase 50,000 shares vesting over 4 years with 25% vesting after the first year.

What is Charles Schoch's background before joining CADL?

Before CADL, Schoch was corporate controller at Corbus Pharmaceuticals Holdings (CRBP) from September 2020 to November 2021, and previously worked in health industry assurance at PricewaterhouseCoopers LLP from September 2013 to August 2020.

When did Charles Schoch first join Candel Therapeutics (CADL)?

Charles Schoch joined Candel Therapeutics in November 2021 and has served in various financial reporting and accounting positions of increasing responsibility before becoming interim CFO in January 2024.

What are the vesting terms for CADL CFO Charles Schoch's equity award?

The equity award of 50,000 stock options will vest 25% on the one-year anniversary of June 20, 2025, with the remaining balance vesting in equal installments over the following 36 months, subject to continued employment.