5AM Ventures group updates CAMP4 Therapeutics (CAMP) stake and warrant terms

Q: What did CAMP4 Therapeutics (CAMP) issue in the August 3, 2026 second closing?

CAMP4 Therapeutics issued 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 additional shares to management and co-founders at $1.65 per share.

Q: How much did 5AM Ventures VII invest in CAMP4 Therapeutics (CAMP) in this amendment?

5AM Ventures VII purchased 3,179,558 Pre-Funded Warrants of CAMP4 Therapeutics for a total of $4.9 million . The investment was funded through capital contributions from the fund’s general and limited partners, increasing its exposure to CAMP4’s common stock via these warrants.

Q: What is the reported ownership of Andrew J. Schwab in CAMP4 Therapeutics (CAMP)?

Andrew J. Schwab is reported to beneficially own 6,313,434 CAMP4 Therapeutics shares, or about 9.99% of the common stock. This includes 9,000 vested stock options he holds directly and shared voting and dispositive power over shares held by 5AM-managed funds.

Q: What is the reported ownership of Kush Parmar in CAMP4 Therapeutics (CAMP)?

Dr. Kush Parmar is reported to beneficially own 6,304,434 CAMP4 Therapeutics shares, or about 9.98% of the common stock. His interest arises from shared voting and dispositive power over securities held by 5AM Ventures VI, VII and Opportunities II.

Q: How many CAMP4 Therapeutics (CAMP) shares are assumed outstanding in this ownership report?

Ownership percentages are calculated using 62,753,200 CAMP4 Therapeutics common shares outstanding at completion of the second closing. This figure also gives effect to Pre-Funded Warrants and stock options exercisable within 60 days, as described in the disclosure.

Q: How do the Pre-Funded Warrants for CAMP4 Therapeutics (CAMP) work for 5AM Ventures VII?

Each Pre-Funded Warrant has a $0.0001 per-share exercise price, is immediately exercisable and does not expire. A 9.99% Beneficial Ownership Blocker prevents 5AM Ventures VII and its attribution parties from exercising if post-exercise ownership would exceed that threshold.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

CAMP4 Therapeutics Corporation’s major venture backer group led by 5AM funds updates its reported holdings after a second closing of a financing. As of that closing, 5AM-affiliated entities collectively report beneficial ownership of up to 6,313,434 shares of common stock for Andrew J. Schwab, or about 9.99%, and 6,304,434 shares for Dr. Kush Parmar, or about 9.98%, based on 62,753,200 shares outstanding.

At the second closing on August 3, 2026, the company issued 10,756,498 shares at $1.53 per share and 21,925,368 Pre-Funded Warrants at $1.5299 each, plus 39,306 additional shares to management at $1.65 per share. Ventures VII purchased 3,179,558 Pre-Funded Warrants for $4.9 million, funded by its partners. These Pre-Funded Warrants are immediately exercisable at $0.0001 per share, do not expire, and are subject to a 9.99% Beneficial Ownership Blocker limiting post-exercise ownership.

Key Figures

Second Closing shares issued: 10,756,498 shares Pre-Funded Warrants issued: 21,925,368 Pre-Funded Warrants Additional management shares: 39,306 shares +5 more

8 metrics

Second Closing shares issued 10,756,498 shares Common stock issued at the Second Closing at $1.53 per share

Pre-Funded Warrants issued 21,925,368 Pre-Funded Warrants Issued at the Second Closing at $1.5299 per Pre-Funded Warrant

Additional management shares 39,306 shares Sold to management and co-founders at $1.65 per share

Ventures VII warrant purchase 3,179,558 Pre-Funded Warrants; $4.9 million Pre-Funded Warrants bought by Ventures VII at the Second Closing

Shares outstanding 62,753,200 shares Common stock outstanding at completion of the Second Closing

Schwab beneficial stake 6,313,434 shares; 9.99% Beneficial ownership of CAMP4 common stock including options and shared holdings

Parmar beneficial stake 6,304,434 shares; 9.98% Beneficial ownership of CAMP4 common stock via 5AM-managed funds

Pre-Funded Warrant exercise price $0.0001 per share Exercise price for each Pre-Funded Warrant, immediately exercisable with no expiration

Key Terms

Pre-Funded Warrants, Beneficial Ownership Blocker, dispositive power, Attribution Parties, +1 more

5 terms

Pre-Funded Warrants financial

"The Issuer issued and sold 21,925,368 Pre-Funded Warrants at $1.5299 per Pre-Funded Warrant."

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 Blocker regulatory

"The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker")."

A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.

dispositive power regulatory

"share voting and dispositive power over, and may be deemed to beneficially own"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Attribution Parties regulatory

"together with its Attribution Parties (as defined in the Pre-Funded Warrant)"

fundamental transactions financial

"In the event of certain fundamental transactions (as described in the Pre-Funded Warrants)"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/05/2026 - 05:44 PM Accepted by SEC EDGAR 08/05/2026 - 05:43 PM

FAQ

What did CAMP4 Therapeutics (CAMP) issue in the August 3, 2026 second closing?

CAMP4 Therapeutics issued 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 additional shares to management and co-founders at $1.65 per share.

How much did 5AM Ventures VII invest in CAMP4 Therapeutics (CAMP) in this amendment?

5AM Ventures VII purchased 3,179,558 Pre-Funded Warrants of CAMP4 Therapeutics for a total of $4.9 million. The investment was funded through capital contributions from the fund’s general and limited partners, increasing its exposure to CAMP4’s common stock via these warrants.

What is the reported ownership of Andrew J. Schwab in CAMP4 Therapeutics (CAMP)?

Andrew J. Schwab is reported to beneficially own 6,313,434 CAMP4 Therapeutics shares, or about 9.99% of the common stock. This includes 9,000 vested stock options he holds directly and shared voting and dispositive power over shares held by 5AM-managed funds.

What is the reported ownership of Kush Parmar in CAMP4 Therapeutics (CAMP)?

Dr. Kush Parmar is reported to beneficially own 6,304,434 CAMP4 Therapeutics shares, or about 9.98% of the common stock. His interest arises from shared voting and dispositive power over securities held by 5AM Ventures VI, VII and Opportunities II.

How many CAMP4 Therapeutics (CAMP) shares are assumed outstanding in this ownership report?

Ownership percentages are calculated using 62,753,200 CAMP4 Therapeutics common shares outstanding at completion of the second closing. This figure also gives effect to Pre-Funded Warrants and stock options exercisable within 60 days, as described in the disclosure.

How do the Pre-Funded Warrants for CAMP4 Therapeutics (CAMP) work for 5AM Ventures VII?

Each Pre-Funded Warrant has a $0.0001 per-share exercise price, is immediately exercisable and does not expire. A 9.99% Beneficial Ownership Blocker prevents 5AM Ventures VII and its attribution parties from exercising if post-exercise ownership would exceed that threshold.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

CAMP4 THERAPEUTICS CORPORATION

(Name of Issuer)

Common Stock

(Title of Class of Securities)

13463J101

(CUSIP Number)

5AM Venture Management, LLC
Attn: Lauren Daniel, CCO, 4 Embarcadero Center, Suite 3110
San Francisco, CA, 94111
(415) 993-8565

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/03/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock

(b)

Name of Issuer:

CAMP4 THERAPEUTICS CORPORATION

(c)

Address of Issuer's Principal Executive Offices:

One Kendall Square, Building 1400 West, 3rd Floor, Cambridge, MASSACHUSETTS , 02139.

Item 1 Comment:

This Amendment No. 2 (this "Amendment No. 2" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on October 22, 2024, and amended on September 11, 2025 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.

Item 2.

Identity and Background

(a)

This Schedule 13D/A is filed by 5AM Ventures VI, L.P. ("Ventures VI"), 5AM Partners VI, LLC ("Partners VI"), 5AM Ventures VII, L.P. ("Ventures VII"), 5AM Partners VII, LLC ("Partners VII"), 5AM Opportunities II, L.P. ("Opportunities II"), 5AM Opportunities II (GP), LLC ("Opportunities II GP"), Andrew J. Schwab ("Schwab") and Dr. Kush Parmar ("Parmar"). The foregoing entities and individuals are collectively referred to herein as the "Reporting Persons." The agreement among the Reporting Persons to file this Schedule 13D/A jointly in accordance with Rule 13d-1(k) of the Act is attached hereto as Exhibit 99.1.

(b)

The principal business office of the Reporting Persons is 4 Embarcadero Center, Suite 3110, San Francisco, CA 94111.

(c)

The principal business of the Reporting Persons is venture capital investments. Each of the individuals serves as a managing member of each of Partners VI, which is the general partner of Ventures VI, Partners VII, which is the general partner of Ventures VII, and Opportunities II GP, which is the general partner of Opportunities II.

(d)

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Each of Ventures VI, Partners VI, Ventures VII, Partners VII, Opportunities II and Opportunities II GP are organized in the state of Delaware and each of the individuals is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended and supplemented as follows: At the Second Closing, which occurred on August 3, 2026, the Issuer issued and sold 10,756,498 Shares at $1.53 per share and 21,925,368 Pre-Funded Warrants at $1.5299 per Pre-Funded Warrant. In addition, the Issuer issued and sold to certain members of management and the Issuer's co-founders, an additional 39,306 Shares at a purchase price of $1.65 per share. In the Second Closing, Ventures VII purchased 3,179,558 Pre-Funded Warrants for a total purchase price of $4.9 million, which was funded by capital contributions from the general and limited partners of Ventures VII.

Item 5.

Interest in Securities of the Issuer

(a)

Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon 62,753,200 shares of common stock outstanding at the completion of the Second Closing, as reported by the Issuer to the Reporting Persons, and giving effect to Pre-Funded Warrants and stock options, to the extent exercisable within 60 days hereof, as applicable, as referenced herein. Parmar's and Schwab's beneficial ownership percentages are 9.98% and 9.99%, respectively. Due to field limitations of the EDGAR filing system, the percentages listed in Row 13 of each of the cover pages for Parmar and Schwab have been rounded down to 9.9%. The Reporting Persons' ownership of the Issuer's securities consists of (i) 2,625,145 shares of common stock directly held by Ventures VI; (ii) 2,941,176 shares of common stock and Pre-Funded Warrants exercisable for up to 3,179,558 shares of common stock directly held by Ventures VII; (iii) 302,770 shares of common stock directly held by Opportunities II; and (iv) 9,000 vested stock options (right to buy) held by Schwab. The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Pre-Funded Warrants to the extent that, following exercise, Ventures VII, together with its affiliates and other attribution parties, would own more than 9.99% of the common stock outstanding. Partners VI is the sole general partner of Ventures VI, Partners VII is the sole general partner of Ventures VII and Opportunities II GP is the sole general partner of Opportunities II. Schwab and Parmar are managing members of Partners VI, Partners VII and Opportunities II GP and share voting and dispositive power over, and may be deemed to beneficially own, the shares held by Ventures VI, Ventures VII and Opportunities II.

(b)

Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.

(c)

Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Statement is hereby amended and supplemented as follows: Pre-Funded Warrants Each Pre-Funded Warrant has an exercise price of $0.0001 per share of common stock, is immediately exercisable and does not expire. Under the terms of the Pre-Funded Warrants, the Issuer may not effect the exercise of any Pre-Funded Warrant, and Ventures VII will not be entitled to exercise any portion of any Pre-Funded Warrant, which, upon giving effect to such exercise, would cause Ventures VII, together with its Attribution Parties (as defined in the Pre-Funded Warrant), to own more than 9.99% of the number of shares of the common stock outstanding immediately after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. The exercise price and the number of shares of common stock issuable upon exercise of each Pre-Funded Warrant are subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock. In the event of certain fundamental transactions (as described in the Pre-Funded Warrants), a holder of Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants, the kind and amount of securities, cash or property that such holder would have received had they exercised in full the Pre-Funded Warrants immediately prior to such fundamental transaction without regard to any limitations on exercise contained in the Pre Funded Warrants. References to and the description of the Pre-Funded Warrants set forth above in this Item 6 do not purport to be complete and are qualified in their entirety by reference to the full text of the Form of Pre-Funded Warrant, which is attached hereto as Exhibit 99.2 and incorporated by reference herein.

Item 7.

Material to be Filed as Exhibits.

Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13D/A filed with the SEC on September 11, 2025). Exhibit 99.2 Form of pre-funded warrant (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K (File No. 001-42365), filed with the SEC on August 4, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

5AM Ventures VI, L.P.

Signature:	/s/ Andrew J. Schwab
Name/Title:	By 5AM Partners VI, LLC, its General Partner, By Andrew J. Schwab, Managing Member
Date:	08/05/2026

5AM Partners VI, LLC

Signature:	/s/ Andrew J. Schwab
Name/Title:	By Andrew J. Schwab, Managing Member
Date:	08/05/2026

5AM Ventures VII, L.P.

Signature:	/s/ Andrew J. Schwab
Name/Title:	By 5AM Partners VII, LLC, its General Partner, By Andrew J. Schwab, Managing Member
Date:	08/05/2026

5AM Partners VII, LLC

Signature:	/s/ Andrew J. Schwab
Name/Title:	By Andrew J. Schwab, Managing Member
Date:	08/05/2026

5AM Opportunities II, L.P.

Signature:	/s/ Andrew J. Schwab
Name/Title:	By 5AM Opportunities II (GP), LLC, its General Partner, By Andrew J. Schwab, Managing Member
Date:	08/05/2026

5AM Opportunities II (GP), LLC

Signature:	/s/ Andrew J. Schwab
Name/Title:	By Andrew J. Schwab, Managing Member
Date:	08/05/2026

Andrew J. Schwab

Signature:	/s/ Andrew J. Schwab
Name/Title:	Andrew J. Schwab
Date:	08/05/2026

Kush Parmar

Signature:	/s/ Kush Parmar
Name/Title:	Kush Parmar
Date:	08/05/2026

Source: View Original Filing on SEC EDGAR