Camp4 Therapeutics Corp. SEC Filings

Camp4 Therapeutics insider acquisition: Multiple 5AM-affiliated entities and Kush Parmar reported purchases and beneficial holdings of Camp4 Therapeutics (CAMP) common stock. On 09/11/2025 a purchase transaction (code P) was reported for 2,941,176 shares at $1.53 per share. The filing lists beneficial holdings following the transaction: 2,941,176 shares held by 5AM Ventures VII, L.P., 2,625,145 shares by 5AM Ventures VI, L.P., and 302,770 shares by 5AM Opportunities II, L.P. The reporting parties disclose indirect ownership through related general partner entities and state shared voting and investment power; the statements include disclaimers limiting beneficial ownership to pecuniary interest.

Camp4 Therapeutics Schedule 13D/A reports that Enavate Sciences GP, LLC and Everest Aggregator, LP each beneficially own 3,785,802 shares of Camp4 common stock, representing 8.1% of the class after a private placement. The amendment states the reported percentage is calculated using 20,161,073 shares outstanding as of August 5, 2025 plus 26,717,414 shares issued in a private placement that closed September 11, 2025. The filing clarifies that the change in reported percentage is due to dilution from the new issuance, not purchases or sales by the reporting persons, and discloses that James P. Boylan resigned from Camp4’s board effective September 9, 2025.

Camp4 Therapeutics amended a Schedule 13D to report participation by Polaris-related investors in a private placement and updated beneficial ownership figures. PP VII and PEF VII purchased 1,221,721 and 85,468 shares, respectively, at $1.53 per share on September 11, 2025, for aggregate amounts of $1,869,233.13 and $130,766.04.

The Purchase Agreement contemplates an Initial Closing issuing 26,681,053 shares and pre-funded warrants for 6,003,758 shares at $1.53 per share (pre-funded warrants at $1.5299). Management subscribed for additional small tranches at $1.65 per share, producing approximately $50.1 million of gross proceeds at the Initial Closing before fees. A Second Closing could issue up to 32,721,172 more shares/pre-funded warrants if a CTA milestone is met and either a $7.50 VWAP threshold is achieved or investors holding a majority waive the price condition. A Registration Rights Agreement obligates the issuer to register the resale of the issued shares and underlying warrant shares.

Polaris-related investors purchased shares of Camp4 Therapeutics in a private placement on September 11, 2025. Polaris Partners VII, L.P. and Polaris Entrepreneurs' Fund VII, L.P. acquired common stock at $1.53 per share under a Securities Purchase Agreement dated September 9, 2025. Reported purchases include 1,221,721 shares and 85,468 shares respectively. After the transactions, the filing shows beneficial holdings attributed indirectly to Polaris entities totaling 2,825,500 shares, 197,661 shares, and an additional 909,090 shares held by related Polaris funds or entities. Multiple Polaris-affiliated entities and named managing members disclaim beneficial ownership except for pecuniary interests.

Camp4 Therapeutics insider purchases reported by director and 10% owner Nashat Amir. On 09/11/2025 Polaris-affiliated entities purchased shares in a private placement at $1.53 per share under a Securities Purchase Agreement dated 09/09/2025. Purchases reported include 1,221,721 shares by Polaris Partners VII, L.P. and 85,468 shares by Polaris Entrepreneurs' Fund VII, L.P., with combined reported beneficial ownership following the transactions shown as 2,825,500 and 197,661 shares respectively and an additional 909,090 shares held indirectly by Polaris Partners X, L.P.

The filing discloses indirect ownership through management entities and contains standard disclaimers that the managing entities and reported persons disclaim beneficial ownership except to the extent of pecuniary interests.

Camp4 Therapeutics officer purchased 6,060 shares in a private placement at $1.65 per share. Yuri Maricich, identified as Chief Medical Officer and a reporting person, acquired the shares pursuant to a Securities Purchase Agreement dated September 9, 2025, with the transaction dated September 11, 2025.

The purchase was part of a private placement involving institutional investors and certain directors, employees, and consultants. Following the purchase, the reporting person directly owns 6,060 shares.

CAMP4 Therapeutics announced a private investment (September 2025 Private Placement) in which institutional PIPE investors, including 5AM-affiliated funds, purchased shares and pre-funded warrants in an initial closing. Ventures VII bought 2,941,176 shares at $1.53 per share for $4.5 million on September 11, 2025. The Initial Closing issued 26,681,053 shares and pre-funded warrants to PIPE investors.

The PIPE includes an option for a Second Closing to sell up to 32,721,172 additional shares or pre-funded warrants if two triggers occur: (i) regulatory acceptance to commence a clinical trial for the company’s SYNGAP1-related disorder candidate and (ii) either a VWAP-based price threshold of $7.50 during a designated Measurement Period or a waiver by PIPE investors. The investors received registration rights; the issuer must file an initial registration statement within 60 days of the Initial Closing and use best efforts to keep it effective for resale.

Reporting persons disclose direct holdings by 5AM vehicles totaling specific stakes (e.g., Ventures VI: 2,625,145 shares; Ventures VII: 2,941,176 shares; Opportunities II: 302,770 shares), and aggregate beneficial ownership attributed to individuals Schwab and Parmar of 5,869,091 shares (12.5%) based on the stated share base.

Camp4 Therapeutics insider Kelly Gold, who serves as Chief Financial Officer, purchased 6,060 shares of Camp4 common stock at $1.65 per share in a private placement dated September 11, 2025. After the transaction, the reporting person beneficially owned 67,877 shares. The purchase was made pursuant to a Securities Purchase Agreement executed by the company, certain institutional investors, and participating directors, employees, and consultants.

This disclosure is a routine Section 16 filing showing an officer buy in a private placement rather than an open-market trade. It documents insider participation alongside institutional investors but does not provide additional financial, valuation, or company-operational context in this filing.

Camp4 Therapeutics CEO and director Josh Mandel-Brehm reported acquiring 6,060 shares of the company's common stock on 09/11/2025 at a purchase price of $1.65 per share. The acquisition was made in a private placement governed by a Securities Purchase Agreement dated 09/09/2025 involving certain institutional investors and company insiders. Following the transaction, the reporting person beneficially owned 278,417 shares. The filing is a Form 4 disclosure of changes in beneficial ownership and does not include derivative transactions.