CAMP4 Therapeutics (Nasdaq: CAMP) raises $50.1M in second private placement closing
Rhea-AI Filing Summary
CAMP4 Therapeutics Corporation completed the second closing of its $100 million private placement, issuing common stock and pre-funded warrants to institutional and accredited investors. This closing raised approximately $50.1 million in gross proceeds before fees.
Investors purchased 10,756,498 shares of common stock at $1.53 per share and 21,925,368 pre-funded warrants at $1.5299 each, plus 39,306 shares at $1.65 to certain directors, employees, consultants and company founders. The pre-funded warrants carry a $0.0001 per-share exercise price, are exercisable at any time, may be exercised on a cashless basis, and are subject to a beneficial ownership limitation not exceeding 19.99%. The unregistered offering relied on the Section 4(a)(2) exemption. CAMP4 plans to use net proceeds to advance its lead ASO candidate CMP-002 into a Phase 1/2 trial for SYNGAP1-related disorder, following Australian regulatory clearances, and to support earlier-stage pipeline programs.
Positive
- Closes second tranche of private placement raising $50.1 million in gross proceeds, providing additional capital to advance CMP-002 and the company’s early-stage pipeline.
Negative
- None.
8-K Event Classification
4 items: 1.01, 3.02, 7.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Second Closing Gross Proceeds: $50.1 million
Common Shares Issued: 10,756,498 shares at $1.53 per share
Pre-Funded Warrants Issued: 21,925,368 pre-funded warrants at $1.5299 each
+4 more
7 metrics
Second Closing Gross Proceeds
$50.1 million
Aggregate gross proceeds from the second closing before fees and expenses
Common Shares Issued
10,756,498 shares at $1.53 per share
Common stock sold to investors in the second closing
Pre-Funded Warrants Issued
21,925,368 pre-funded warrants at $1.5299 each
Pre-funded warrants sold in lieu of common stock in the second closing
Insider Shares
39,306 shares at $1.65 per share
Additional shares sold to certain management, directors, co-founders and others
Warrant Exercise Price
$0.0001 per Warrant Share
Exercise price of pre-funded warrants, subject to customary adjustments
Private Placement Capacity
65,442,344 shares
Aggregate number of shares or pre-funded warrants the company agreed to sell in up to two closings
Beneficial Ownership Cap
19.99%
Maximum beneficial ownership permitted upon exercise of pre-funded warrants
Key Terms
pre-funded warrants, beneficial ownership limitation, Section 4(a)(2), Regulation FD Disclosure, +2 more
6 terms
pre-funded warrants financial
"pre-funded warrants to purchase shares of Common Stock"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
beneficial ownership limitation financial
"would exceed a specified beneficial ownership limitation, not to exceed 19.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Section 4(a)(2) regulatory
"relying on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2)"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
Therapeutic Goods Administration regulatory
"received clearance from Australia’s Therapeutic Goods Administration and the local Human Research Ethics Committee"
The Therapeutic Goods Administration is the Australian government agency that assesses and regulates medicines, medical devices, vaccines and other health products for safety, quality and effectiveness before they can be marketed. For investors, a TGA decision is like a building inspector’s sign-off: approval opens access to the Australian market and can unlock sales and valuation, while delays, restrictions or safety warnings can limit revenue, force product changes or raise compliance and legal costs.
antisense oligonucleotide (ASO) medical
"CMP-002 is CAMP4's lead investigational antisense oligonucleotide (ASO) therapeutic candidate"
A short, synthetic piece of genetic material designed to bind a specific RNA message inside cells and block or change how a protein is made, acting like a sticky note on a recipe that tells the cell to skip or alter one ingredient. Investors care because antisense oligonucleotides are a targeted drug approach that can address diseases with precision, offering high upside for successful therapies but also substantial development, manufacturing and regulatory risks that affect company value.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did CAMP4 Therapeutics (CAMP) announce in this 8-K filing?
CAMP4 Therapeutics reported the second closing of its previously announced $100 million private placement, issuing common stock and pre-funded warrants and raising approximately $50.1 million in gross proceeds to fund CMP-002 and its broader pipeline.
How much capital did CAMP4 Therapeutics (CAMP) raise in this tranche?
The second closing generated approximately $50.1 million in gross proceeds for CAMP4. Together with the earlier initial closing of the same private placement, the transaction is structured as a $100 million financing to support development of CMP-002 and other programs.
How will CAMP4 (CAMP) use the $50.1 million from the second closing?
CAMP4 intends to use net proceeds to advance CMP-002, including a Phase 1/2 trial in SYNGAP1-related disorder following Australian regulatory clearances, and to support continued development of its early-stage regulatory RNA-targeting pipeline across additional genetic diseases.
What are the key terms of CAMP4’s (CAMP) pre-funded warrants issued in this financing?
The pre-funded warrants cover 21,925,368 shares, were sold at $1.5299 each, have an exercise price of $0.0001 per share, are exercisable at any time on a cash or cashless basis, and include a beneficial ownership cap not exceeding 19.99%.
Under what exemption were CAMP4 (CAMP) securities sold, and are they registered?
The securities were sold as unregistered equity in a private placement relying on the Section 4(a)(2) exemption from Securities Act registration. They carry restrictive legends and may be resold only under an effective registration statement or applicable exemption.
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): August 3, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(Registrant’s telephone number, including area code): (617 ) 651-8867
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 (see General Instruction A.2. below):
| 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 | ||||||||||||
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 x
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 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 10, 2025, CAMP4 Therapeutics Corporation (the “Company”) entered into a Securities Purchase Agreement, dated September 9, 2025 (the “Original Agreement”), with certain accredited investors named therein (each, an “Investor” and collectively, the “Investors”), pursuant to which the Company agreed to sell to the Investors, in up to two closings in a private placement transaction (the “Private Placement”), up to an aggregate of 65,442,344 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) or, in lieu of Common Stock to certain Investors, pre-funded warrants to purchase shares of Common Stock (the “Warrant Shares” and, together with the Shares, the “Securities”).
The initial closing of the Private Placement (the “Initial Closing”) occurred on September 11, 2025. At the Initial Closing, the Company issued and sold 26,681,053 Shares at a purchase price of $1.53 per Share (the “Share Price”) and, in lieu of Common Stock to certain Investors, pre-funded warrants to purchase 6,003,758 Warrant Shares at a purchase price of $1.5299 per pre-funded warrant (the “Pre-Funded Warrant Price”). In addition, the Company also issued and sold to certain members of management, including the Company’s Chief Executive Officer, Josh Mandel-Brehm, the Company’s Chief Financial Officer, Kelly Gold, the Company’s Chief Medical Officer, Yuri Maricich, M.D., and the Company’s co-founders, Richard Young, Ph.D., who also serves as a director on the Company’s Board of Directors (the “Board”), and Leonard Zon, M.D., who serves as a Board observer, an additional 36,361 Shares at a purchase price of $1.65 per share. The Initial Closing resulted in aggregate gross proceeds to the Company of approximately $50.1 million, before deducting placement agent fees and other expenses.
In July 2026, the Company announced that it had received clearance from Australia’s Therapeutic Goods Administration and the local Human Research Ethics Committee to initiate the Company’s Phase 1/2 clinical trial of CMP-002, the Company’s investigational product candidate for the treatment of SYNGAP1-related disorder, which clearance satisfied the CTA Milestone (as defined in the Original Agreement). The Company also received a Price Threshold Waiver (as defined in the Original Agreement), and as a result, the Second Closing Trigger (as defined in the Original Agreement) was satisfied.
On August 3, 2026, the Company and certain of the Investors entered into an amendment to the Original Agreement (the “Amendment” and, together with the Original Agreement, the “Purchase Agreement”) to update certain provisions of the Purchase Agreement related to the mechanics of the second closing (the “Second Closing”) of the Private Placement. At the Second Closing, which occurred on August 3, 2026, the Company issued and sold 10,756,498 Shares at the Share Price and 21,925,368 Warrant Shares at the Pre-Funded Warrant Price. In addition, the Company issued and sold to certain members of management, including Mr. Mandel-Brehm, Ms. Gold and Dr. Maricich, and the Company’s co-founders Dr. Young and Dr. Zon, an additional 39,306 Shares at a purchase price of $1.65 per share. The Second Closing resulted in aggregate gross proceeds to the Company of approximately $50.1 million, before deducting placement agent fees and other expenses.
The pre-funded warrants have an exercise price of $0.0001 per Warrant Share, subject to customary adjustments, and are exercisable at any time after original issuance and will not expire until exercised in full. The pre-funded warrants are also exercisable on a net exercise “cashless” basis. The pre-funded warrants may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation, not to exceed 19.99%.
The Securities issued in the Second Closing are subject to the Registration Rights Agreement, dated September 9, 2025, previously entered into in connection with the Original Agreement and disclosed by the Company in a Current Report on Form 8-K filed with the Commission on September 10, 2025.
The foregoing summaries of the pre-funded warrants and of the Amendment do not purport to be complete and are qualified in their entirety by reference to the complete text of the form of pre-funded warrant, which was previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on September 10,
2025, and to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, each of which is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure regarding the Securities issued and sold under the Purchase Agreement set forth under Item 1.01 of this report is incorporated by reference under this Item 3.02.
The Securities issued in the Second Closing have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Company is relying on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof. Each Investor provided representations appropriate for a private placement of securities. Restrictive legends are affixed to the Securities issued in the Second Closing.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.
Item 7.01 Regulation FD Disclosure.
On August 4, 2026, the Company issued a press release announcing the Second Closing. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Description | |||||||
| 4.1 | Form of pre-funded warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on September 10, 2025). | |||||||
| 10.1 | Amendment to the Securities Purchase Agreement, dated August 3, 2026, by and among the CAMP4 Therapeutics Corporation and certain investors named therein. | |||||||
| 10.2 | Registration Rights Agreement, dated September 9, 2025, by and among the Company and the Investors (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on September 10, 2025). | |||||||
| 99.1 | Press release issued by CAMP4 Therapeutics Corporation on August 4, 2026. | |||||||
| 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.
CAMP4 THERAPEUTICS CORPORATION | ||||||||
By: | /s/ Josh Mandel-Brehm | |||||||
Name: Josh Mandel-Brehm | ||||||||
Title: President and Chief Executive Officer | ||||||||
| Date: August 4, 2026 | ||||||||
Exhibit 99.1
CAMP4 Therapeutics Announces Second Closing of $100 Million Private Placement
Proceeds of $50.1 million will be used to support the Company’s advancement of CMP-002 for the treatment of SYNGAP1-related disorder
CAMBRIDGE, Mass., August 04, 2026 (GLOBE NEWSWIRE) -- CAMP4 Therapeutics Corporation ("CAMP4" or "the Company") (Nasdaq: CAMP), a clinical-stage biopharmaceutical company developing a pipeline of regulatory RNA-targeting therapeutics designed to upregulate gene expression with the goal of restoring healthy protein levels to treat a broad range of genetic diseases, today announced the closing of the second tranche of its previously announced private placement pursuant to a securities purchase agreement, dated September 9, 2025, with certain institutional and accredited investors.
In connection with the second closing, the Company received approximately $50.1 million in gross proceeds in exchange for 10,756,498 shares of common stock priced at $1.53 per share of common stock, 39,306 shares of common stock priced at $1.65 to certain directors, employees and consultants of the Company, and 21,925,368 pre-funded warrants in lieu of common stock for $1.5299 for each pre-funded warrant sold in lieu of common stock. The Company intends to use the net proceeds from the private placement to support the continued advancement of CMP-002, for which the Company recently announced it had received clearance from Australia's Therapeutic Goods Administration and local Human Research Ethics Committee to initiate a Phase 1/2 clinical trial in SYNGAP1-related disorder, as well as to support the continued development of the Company’s early-stage pipeline.
Investors that participated in the second closing include Coastlands Capital, Janus Henderson Investors, Balyasny Asset Management, Vivo Capital, 5AM Ventures, Adage Capital Management LP, Trails Edge Capital Partners and CURE SYNGAP1.
Leerink Partners acted as lead placement agent in connection with the second closing. Piper Sandler & Co., Cantor Fitzgerald & Co. and Wedbush Securities Inc. acted as co-placement agents.
The securities offered in the private placement, including the shares underlying the pre-funded warrants, were sold in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The investors have been granted customary resale registration rights for the shares of common stock issuable upon exercise of the pre-funded warrants issued to them in the financing.
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the securities described herein, nor shall there be any sale of such securities in any jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
For further information, please see the Company’s current report on Form 8-K to be filed with the SEC.
About SYNGAP1-Related Disorder
SYNGAP1-related disorder (also referred to as SYNGAP1) is a rare, haploinsufficient CNS disorder caused by mutations in the SYNGAP1 gene, resulting in approximately 50% of normal SYNGAP protein levels. The condition affects over 10,000 individuals in the United States and is characterized by intellectual disability in 100% of patients, epilepsy in approximately 85%, severe behavioral problems in approximately 70%, sleep problems in approximately 60%, and limited communication, with approximately 30% of patients being non-verbal. There are currently no approved disease-modifying therapies for patients living with SYNGAP1.
About CMP-002
CMP-002 is CAMP4's lead investigational antisense oligonucleotide (ASO) therapeutic candidate designed to bind to a SYNGAP1-specific regRNA to increase SYNGAP1 gene expression and restore SYNGAP protein toward near wild-type levels. Administered intrathecally, CMP-002 has demonstrated dose-dependent increases in SYNGAP protein expression in patient-derived neurons, reversal of disease-relevant behavioral phenotypes in a humanized haploinsufficient mouse model, statistically significant improvement of seizure phenotypes and parameters in a chemically induced seizure mouse model, and broad brain distribution with significant SYNGAP protein upregulation in non-human primates.
About CAMP4 Therapeutics
CAMP4 is developing disease-modifying treatments for a broad range of genetic diseases where amplifying healthy protein may offer therapeutic benefits. Our approach amplifies mRNA by harnessing a fundamental mechanism of how genes are controlled. To amplify mRNA, our therapeutic ASO drug candidates target regulatory RNAs (regRNAs), which act locally on transcription factors and are the master regulators of gene expression. CAMP4's proprietary RAP Platform® enables the mapping of regRNAs and generation of therapeutic candidates designed to target the regRNAs associated with genes underlying haploinsufficient and recessive partial loss-of-function disorders, of which there are more than 1,200, in which a modest increase in protein expression may have the potential to be clinically meaningful.
Forward-Looking Statements
This press release contains forward-looking statements which involve risks, uncertainties and contingencies, many of which are beyond the control of the Company, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. All statements other than statements of historical facts contained in this press release are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "potential" or "continue" or the negative of these terms or other similar expressions, although not all forward-
looking statements contain these words. Forward-looking statements include, but are not limited to, statements regarding the Company’s planned use of proceeds from the private placement; the initiation, timing, conduct, and advancement of CMP-002 into a clinical trial; the potential therapeutic benefits of CMP-002; the Company’s regulatory, clinical and development plans; and the satisfaction of closing conditions. The forward-looking statements in this press release speak only as of the date of this press release and are subject to a number of known and unknown risks, uncertainties and assumptions that could cause the Company's actual results to differ materially from those anticipated in the forward-looking statements, including, but not limited to: the uncertainty of preclinical and clinical development, which is lengthy and expensive, and characterized by uncertain outcomes, and risks related to additional costs or delays in completing, or failing to complete, the development and commercialization of the Company's current product candidates or any future product candidates; the Company's dependence on the services of the Company's senior management and other clinical and scientific personnel, and the Company's ability to retain these individuals or recruit additional management or clinical and scientific personnel; risks related to the manufacturing of the Company's product candidates, which is complex, and the risk that the Company's third-party manufacturers may encounter difficulties in production; the Company's ability to obtain and maintain sufficient intellectual property protection for the Company's platform technology and product candidates; and other risks and uncertainties described in the section "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as well as other information the Company files with the Securities and Exchange Commission. The forward-looking statements in this press release are inherently uncertain and are not guarantees of future events. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond the Company's control, you should not unduly rely on these forward-looking statements. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual future results, levels of activity, performance and events and circumstances could differ materially from those projected in the forward-looking statements. Moreover, the Company operates in an evolving environment. New risks and uncertainties may emerge from time to time, and management cannot predict all risks and uncertainties. Investors, potential investors, and others should give careful consideration to these risks and uncertainties. Except as required by applicable law, the Company does not undertake to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
Contacts
Investor Relations:
Sara Michelmore
Milestone Advisors
sara@milestone-advisorsllc.com
Media:
Sofia Bermudez
LifeSci Communications
sbermudez@lifescicomms.com