Camp4 Therapeutics Corp. SEC Filings

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.

Camp4 Therapeutics director Richard A. Young acquired 15,151 shares of Camp4 Therapeutics Corp (CAMP) in a private placement on 09/11/2025 at $1.65 per share under a Securities Purchase Agreement dated 09/09/2025. After this purchase the reporting person beneficially owned 170,010 shares. The Form 4 was filed individually and executed by an attorney-in-fact. The filing states the purchase involved institutional investors and certain directors, employees and consultants; no derivative transactions or other securities changes are reported.

CAMP Therapeutics reported a private placement and related registration rights, board resignations, and management changes. The company entered into a Purchase Agreement providing for sales of securities in one or two closings and agreed to file an initial registration statement within 60 days of the Initial Closing (and, if applicable, a Second Registration Statement within 30 days of a Second Closing) to permit resale of the issued shares and warrant shares. The company committed to use reasonable best efforts to have registration statements become effective within prescribed SEC timelines and to keep them effective under Rule 415 until resale conditions are met. Cash penalties apply for registration failures and customary reciprocal indemnities were granted. Separately, three directors resigned effective September 9, 2025, Douglas Williams, PhD was named Chair, and Daniel Tardiff, PhD was elevated to Chief Scientific Officer effective October 1, 2025. The securities were issued in a private placement relying on Section 4(a)(2).

CAMP4 Therapeutics is a clinical-stage company developing RNA-targeting therapies using its RAP Platform. The company reported $39.1 million in cash and cash equivalents and $33.8 million of working capital as of June 30, 2025, after raising aggregate net IPO proceeds of $72.4 million (including partial exercise proceeds). CAMP4 recorded a $25.0 million net loss for the six months ended June 30, 2025 (same as prior year) and has an accumulated deficit of $236.8 million. Management estimates existing cash will fund operations into the second quarter of 2026 but concludes there is substantial doubt about the company’s ability to continue as a going concern without additional financing. CAMP4 recognized collaboration revenue including a $0.6 million Fulcrum milestone and $0.9 million and $1.8 million of BioMarin collaboration revenue for the three- and six-month periods of 2025, respectively. The company presented encouraging preclinical SYNGAP program data in May 2025 and plans GLP toxicology studies in Q3 2025 to enable a clinical filing.