Camp4 Therapeutics Corp. SEC Filings

CAMP4 Therapeutics Corporation is offering 5,000,000 shares of its common stock at $6.00 per share, a primary offering that will provide approximately $28.0 million in net proceeds. The shares trade on the Nasdaq Global Market under the symbol “CAMP” and are expected to be delivered on or about December 19, 2025. After the deal, shares outstanding are expected to increase to 51,880,185, meaning existing holders are diluted but the company adds cash it plans to use mainly to advance its RNA-targeting drug pipeline and for general corporate purposes. New investors will see immediate dilution, as the as adjusted net tangible book value is estimated at $1.67 per share compared with the $6.00 purchase price.

CAMP4 Therapeutics Corporation entered into a major Research, Collaboration and License Agreement with GlaxoSmithKline Intellectual Property (No. 3) Limited to develop antisense oligonucleotide therapeutics for neurodegenerative and kidney disease targets. CAMP4 will use its regulatory RNA mapping and ASO discovery platform to identify and deliver lead ASO series for multiple collaboration targets, after which GSK assumes sole global responsibility for development, regulatory work, manufacturing, and commercialization.

Under the agreement, CAMP4 receives a one-time, non-refundable upfront payment of $17.5 million and is eligible for up to $440 million in development and commercial milestone payments if specified criteria are met, plus tiered royalties from low- to mid-single digits on annual net sales. The agreement includes customary governance, diligence, intellectual property, confidentiality, and indemnification provisions and can be terminated by GSK for convenience or by either party under specified circumstances.

CAMP4 Therapeutics is registering up to 33,431,131 shares of common stock for resale by existing investors, including 6,003,758 shares issuable upon exercise of pre-funded warrants. This total consists of 26,717,414 shares issued in a September 11, 2025 private placement (including the pre-funded warrant shares) and 6,713,717 additional shares with piggyback registration rights. The company will not receive proceeds from investor resales, but may receive cash if the 2025 pre-funded warrants, which have a $0.0001 per share exercise price, are exercised for cash.

The private placement raised approximately $50.1 million in gross proceeds at prices around $1.53 per share. As of October 1, 2025, CAMP4 had 46,880,185 shares of common stock outstanding. The prospectus notes that the registered resale shares represent about 69% of outstanding shares, so large sales could pressure the stock price.

CAMP4 is a clinical-stage biotech using its RNA Actuating Platform to upregulate gene expression for genetic diseases, with a lead preclinical program, CMP-002, for SYNGAP1-related neurodevelopmental disorders targeting a Phase 1/2 trial as early as the second half of 2026, and a clinical candidate CMP-001 for urea cycle disorders, where development spending is paused while the company seeks partners.

CAMP4 Therapeutics filed a shelf registration on Form S-3 to register up to $300,000,000 of common stock, preferred stock, warrants and debt securities, and added an at-the-market prospectus supplement to sell up to $100,000,000 of common stock from time to time.

Sales under the ATM will be made through Leerink Partners as sales agent under a Sales Agreement dated November 10, 2025, with a commission of up to 3.0% of gross proceeds. The company’s common stock trades on Nasdaq as “CAMP”; the last reported sale price was $4.25 on November 7, 2025. Net proceeds, if any, are intended for general corporate purposes, including R&D, clinical development, working capital and potential partnerships or in-licensing.

CAMP4 Therapeutics reported a Q3 net loss of $15.1 million as it advances RNA‑targeting programs and collaboration work. Revenue was $0.8 million in the quarter and $3.15 million year‑to‑date, driven by the BioMarin agreement and a Fulcrum milestone earlier in the year.

Cash and cash equivalents were $75.3 million at September 30, 2025, and management states this is sufficient to fund operations for at least the next twelve months. During September, the company completed an initial private placement closing, issuing 26,717,414 common shares and 6,003,758 pre‑funded warrants for $46.7 million in net cash proceeds. A related derivative tranche liability of $16.7 million was recorded, reflecting investors’ rights to a potential second closing subject to specified triggers.

R&D expense was $9.4 million in Q3 as CAMP4 progressed CMP‑002 toward GLP tox for SYNGAP1‑related disorders and paused new investment in CMP‑001 for urea cycle disorders while seeking partners. Shares outstanding were 46,880,185 at quarter‑end; 46,881,134 were outstanding as of November 3, 2025.

CAMP4 Therapeutics filed a resale registration covering 33,431,131 shares of Common Stock and 6,003,758 shares issuable upon exercise of its 2025 pre-funded warrants. The filing registers shares issued in a September 2025 private placement and 6,713,717 piggyback shares under an existing investors’ rights agreement.

The company is not offering any shares and will not receive proceeds from selling stockholder resales, other than any cash received upon warrant exercises. The 2025 pre-funded warrants carry a $0.0001 per-share exercise price and include beneficial ownership limits of 4.99% or 9.99% (adjustable to up to 19.99% with notice). As context, shares outstanding were 46,880,185 as of October 1, 2025. The company notes the registered resale shares represent approximately 69% of outstanding shares as of that date, which could pressure the stock if sold.

Initial Form 3 filing shows Dr. Daniel Tardiff, Chief Scientific Officer and director at Camp4 Therapeutics (CAMP), reporting ownership entirely through stock options. He holds options covering 74,578 shares of common stock with exercise prices of $9.08, $3.86, and $3.53. Vesting schedules start on 09/18/2023 and 04/01/2025

FMR LLC and Abigail P. Johnson reported owning a combined 3,023,434 shares of Camp4 Therapeutics Corp common stock, representing 15.0% of the outstanding class as of 09/30/2025. FMR LLC identifies itself as the filing person and notes that Select Biotechnology Portfolio held 1,463,592 shares, or 7.3%, of the company at that date. The filing states the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. Signatures show the form was executed on 10/06/2025 by an authorized representative.