CAMP4 Therapeutics (CAMP) to raise about $28M in 5M-share equity deal

Rhea-AI Filing Summary

CAMP4 Therapeutics Corporation entered into an underwriting agreement with Leerink Partners LLC for a public offering of 5,000,000 shares of its common stock at $6.00 per share. All shares are being sold by the company, which estimates net proceeds of approximately $28.0 million after underwriting discounts, commissions, and expenses.

The shares are being issued under an effective Form S-3 shelf registration statement, with a related prospectus supplement filed on December 18, 2025. Closing of the offering is expected on or about December 19, 2025, subject to customary conditions. The company, its executive officers, directors, and certain stockholders agreed to a 60-day lock-up, while sales under the company’s at-the-market program may resume after 30 days from the underwriting agreement date.

Insights

Equity Capital Markets Analyst

CAMP4 is raising about $28M through a 5M-share underwritten stock offering.

CAMP4 Therapeutics is using a shelf registration to issue 5,000,000 new common shares at $6.00 per share, with estimated net proceeds of about $28.0 million. All shares are primary, meaning the capital goes to the company rather than existing shareholders.

The deal is fully underwritten by Leerink Partners LLC, with closing expected on or about December 19, 2025, subject to customary conditions. The agreement includes typical representations, warranties, indemnities, and termination provisions that are standard for this type of transaction.

The company, its executives, directors, and certain stockholders have agreed to a 60-day lock-up, limiting additional share sales for that period, while allowing potential sales under the at-the-market program after 30 days from the agreement date. Actual market impact will depend on how investors assess the balance between new capital raised and the added share supply.

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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): December 18, 2025

CAMP4 THERAPEUTICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-42365

81-1152476

(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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

CAMP

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 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

On December 18, 2025, CAMP4 Therapeutics Corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC (“Leerink Partners”), relating to an offering of 5,000,000 shares (the “Shares”), of its common stock, par value $0.0001 per share (the “Common Stock”), at an offering price of $6.00 per Share. All of the Shares are being sold by the Company.

The Company estimates that the net proceeds from the offering will be approximately $28.0 million after deducting underwriting discounts and commissions and estimated offering expenses.

The Shares will be issued pursuant to a shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission (the “SEC”), on November 10, 2025 (File No. 333-291432). A prospectus supplement relating to the offering was filed with the SEC on December 18, 2025. The closing of the offering is expected to take place on or about December 19, 2025, subject to the satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and Leerink Partners, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. In addition, subject to certain exceptions, the Company and its executive officers and directors and certain stockholders have agreed not to offer, sell, transfer or otherwise dispose of any shares of common stock during the 60-day period following the date of the Underwriting Agreement. Shares of common stock may be sold under the Company’s “at-the-market” program after the 30-day period following the date of the Underwriting Agreement.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the legal opinion and consent of Ropes & Gray LLP relating to the Shares is attached as Exhibit 5.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
1.1						Underwriting Agreement, dated December 18, 2025, by and between CAMP4 Therapeutics Corporation and Leerink Partners LLC
5.1						Opinion of Ropes & Gray LLP
23.1						Consent of Ropes & Gray LLP (contained in Exhibit 5.1 above)
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: December 18, 2025

FAQ

What equity offering did CAMP4 Therapeutics Corporation (CAMP) announce?

CAMP4 Therapeutics Corporation entered into an underwriting agreement with Leerink Partners LLC for a public offering of 5,000,000 shares of its common stock at an offering price of $6.00 per share. All of the shares in this transaction are being sold by the company.

How much cash does CAMP4 Therapeutics (CAMP) expect to receive from the stock offering?

The company estimates that net proceeds from the offering will be approximately $28.0 million after deducting underwriting discounts, commissions, and estimated offering expenses. These proceeds are expected to be received at closing, subject to satisfaction of customary conditions.

When is the CAMP4 Therapeutics stock offering expected to close?

The closing of the offering is expected to take place on or about December 19, 2025, subject to the satisfaction of customary closing conditions set out in the underwriting agreement between CAMP4 Therapeutics Corporation and Leerink Partners LLC.

Under what registration statement is CAMP4 Therapeutics (CAMP) issuing the new shares?

The shares are being issued pursuant to a shelf registration statement on Form S-3, which became effective with the SEC on November 10, 2025 under File No. 333-291432. A related prospectus supplement for this specific offering was filed on December 18, 2025.

Are there lock-up restrictions related to the CAMP4 Therapeutics equity offering?

Yes. Subject to certain exceptions, the company, its executive officers and directors, and certain stockholders have agreed not to offer, sell, transfer, or otherwise dispose of any shares of common stock for 60 days following the date of the underwriting agreement.

Can CAMP4 Therapeutics (CAMP) still use its at-the-market (ATM) program after this offering?

The company’s common stock may be sold under its at-the-market program after the 30-day period following the date of the underwriting agreement. This creates a staggered framework where the underwritten offering closes first, and potential ATM sales become permitted later.

Who are the key counterparties and advisors in the CAMP4 Therapeutics stock offering?

Leerink Partners LLC is acting as the underwriter under the underwriting agreement. Ropes & Gray LLP provided the legal opinion and consent relating to the shares, which are included as Exhibits 5.1 and 23.1, respectively.