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CAMP4 Therapeutics (NASDAQ: CAMP) updates equity plans and elects Class II directors

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CAMP4 Therapeutics Corporation reported results from its annual meeting and changes to its equity compensation programs. Stockholders approved an amendment to the 2024 Equity Incentive Plan so that any outstanding pre-funded warrants are included in the year-end share count used in the evergreen formula for annual share increases.

The board also adopted a 2026 Inducement Plan allowing various equity awards covering up to 500,000 shares of common stock, to be used as hiring inducements without separate stockholder approval under Nasdaq Listing Rule 5635(c)(4). Stockholders elected three Class II directors, ratified Ernst & Young LLP as auditor for 2026, and approved the equity plan amendment.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Inducement Plan share pool 500,000 shares Maximum common shares for awards under 2026 Inducement Plan
Director election votes – Holtzman 29,233,042 for / 7,992,146 against Class II director election at June 10, 2026 annual meeting
Director election votes – Stewart 31,669,512 for / 5,555,665 against Class II director election at June 10, 2026 annual meeting
Director election votes – Young 29,212,962 for / 8,012,214 against Class II director election at June 10, 2026 annual meeting
Auditor ratification votes 39,998,507 for / 127 against Ratification of Ernst & Young LLP for 2026 fiscal year
Equity plan amendment vote 27,002,145 for / 10,023,588 against Approval of 2024 Equity Incentive Plan amendment
evergreen provision financial
"to amend the evergreen provision to provide that any of the Company’s outstanding pre-funded warrants shall be added"
An evergreen provision is a clause in a financing or contract that automatically renews or replenishes the arrangement unless one party actively cancels it, like a subscription that keeps renewing each term. For investors it matters because it creates predictable, ongoing access to funding or ongoing contractual obligations — helping liquidity and planning — but can also hide long-term commitments or dilution risks if not reviewed.
2026 Inducement Plan financial
"the Board approved the CAMP4 Therapeutics Corporation 2026 Inducement Plan (the “Inducement Plan”)"
Non-Statutory Stock Option Agreement financial
"the form of Non-Statutory Stock Option Agreement under the Inducement Plan (the “Form Inducement Option Agreement”)"
Nasdaq Listing Rule 5635(c)(4) regulatory
"In accordance with Nasdaq Listing Rule 5635(c)(4), the Company did not seek stockholder approval of the Inducement Plan."
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.
emerging growth company regulatory
"Emerging growth company x"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
0001736730false00017367302026-06-102026-06-10

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 10, 2026
CAMP4 THERAPEUTICS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware001-4236581-1152476
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
One Kendall Square
Building 1400 West, 3rd Floor
Cambridge, MA
02139
(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 classTrading
Symbol(s)		Name of each exchange
on which registered
Common Stock, par value $0.0001 per shareCAMPThe 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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Amendment to 2024 Equity Incentive Plan
On June 10, 2026, at the annual meeting of stockholders (the “Annual Meeting”) of CAMP4 Therapeutics Corporation (the “Company”), the stockholders of the Company approved an amendment to the CAMP4 Therapeutics Corporation 2024 Equity Incentive Plan (the “2024 Plan”) to amend the evergreen provision to provide that any of the Company’s outstanding pre-funded warrants shall be added to the total number of shares of common stock that are issued and outstanding as of each December 31 to which the evergreen formula will be applied for purposes of calculating the annual increase, as further described in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 23, 2026 (the “Proxy Statement”).
The board of directors of the Company (the “Board”) previously approved the amendment to the 2024 Plan, subject to stockholder approval. The foregoing summary of the amendment to the 2024 Plan is qualified in its entirety by reference to the full text of the amendment to the 2024 Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Adoption of 2026 Inducement Plan
On June 10, 2026, the Board approved the CAMP4 Therapeutics Corporation 2026 Inducement Plan (the “Inducement Plan”) and the form of Non-Statutory Stock Option Agreement under the Inducement Plan (the “Form Inducement Option Agreement”). Pursuant to the terms of the Inducement Plan, the Company may grant non-statutory stock options, stock appreciation rights, stock units, restricted stock units, performance awards, and other stock-based awards with respect to up to a total of 500,000 shares of common stock of the Company, as an inducement to individuals being hired, or rehired following a bona fide period of interruption of employment, as an employee of the Company or any of its subsidiaries. In accordance with Nasdaq Listing Rule 5635(c)(4), the Company did not seek stockholder approval of the Inducement Plan. The Form Inducement Option Agreement will be used to evidence awards of stock options that are granted under the Inducement Plan.
The foregoing summary of the material terms of the Inducement Plan and the Form Inducement Option Agreement is qualified in its entirety by reference to the full text of the Inducement Plan and the Form Inducement Option Agreement, which are attached as Exhibit 10.2 and Exhibit 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 10, 2026, the Company held its Annual Meeting. Set forth below are the voting results for the proposals considered at the Annual Meeting, each of which is described in the Company’s Proxy Statement.
1.The following nominees were elected as the Company’s Class II directors, each to serve for a three-year term until the 2029 annual meeting of stockholders, and until his successor shall have been duly elected and qualified, based on the following votes:


NomineesForAgainstAbstainBroker Non-Votes
Steven Holtzman29,233,0427,992,146—2,773,446
Murray Stewart, DM FRCP31,669,5125,555,665112,773,446
Richard Young, PhD29,212,9628,012,214122,773,446
2.The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026, based on the following votes:
ForAgainstAbstain
39,998,507127—
3.The stockholders approved the amendment to the CAMP4 Therapeutics Corporation 2024 Equity Incentive Plan, based on the following votes:
ForAgainstAbstainBroker Non-Votes
27,002,14510,023,588199,4552,773,446
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
10.1
Amendment No. 1 to the CAMP4 Therapeutics Corporation 2024 Equity Incentive Plan
10.2
CAMP4 Therapeutics Corporation 2026 Inducement Plan
10.3
Form of Non-Statutory Stock Option Agreement under the CAMP4 Therapeutics Corporation 2026 Inducement Plan
104Cover 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: June 12, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What equity plan change did CAMP (CAMP4 Therapeutics) stockholders approve?

CAMP stockholders approved amending the 2024 Equity Incentive Plan to include outstanding pre-funded warrants in the year-end share count used for the plan’s evergreen formula. This affects how the annual automatic increase in available equity awards is calculated each December 31.

What is CAMP4 Therapeutics’ new 2026 Inducement Plan?

The 2026 Inducement Plan authorizes CAMP4 Therapeutics to grant non-statutory stock options and other stock-based awards covering up to 500,000 shares. These awards are intended as hiring or rehiring inducements for employees of the company or its subsidiaries under Nasdaq Listing Rule 5635(c)(4).

Did CAMP stockholders approve the 2024 Equity Incentive Plan amendment vote?

Yes. Stockholders approved the 2024 Equity Incentive Plan amendment with 27,002,145 votes for, 10,023,588 against, and 199,455 abstentions, plus 2,773,446 broker non-votes. This vote confirmed the board-approved change to the plan’s evergreen calculation methodology.

Who was elected to CAMP4 Therapeutics’ board at the 2026 annual meeting?

Stockholders elected Class II directors Steven Holtzman, Murray Stewart, DM FRCP, and Richard Young, PhD, each for a three-year term ending at the 2029 annual meeting. Each director received more votes for than against, with additional broker non-votes reported.

Which auditor did CAMP4 Therapeutics stockholders ratify for 2026?

Stockholders ratified Ernst & Young LLP as CAMP4 Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 39,998,507 votes for, 127 against, and no abstentions, reflecting strong support for continuing with the current auditor.

Did CAMP seek stockholder approval for the 2026 Inducement Plan?

CAMP did not seek stockholder approval for the 2026 Inducement Plan. The board approved the plan under Nasdaq Listing Rule 5635(c)(4), which permits inducement equity awards for new or rehired employees without a separate stockholder vote when specific conditions are met.

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