STOCK TITAN

Notifications

Limited Time Offer! Get Platinum at the Gold price until January 31, 2026!

Sign up now and unlock all premium features at an incredible discount.

Read more on the Pricing page

[SCHEDULE 13D/A] CAMP4 Therapeutics Corporation SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A
Rhea-AI Filing Summary

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.

Positive
  • Immediate capital raised: Approximate gross proceeds of $50.1 million at the Initial Closing before fees
  • Investor commitment: Significant issuance and investor participation via the Purchase Agreement and pre-funded warrants indicate financing support
  • Registration rights: A Registration Rights Agreement obligates the issuer to register resale of the issued shares and warrant shares, improving liquidity for investors
Negative
  • Potential dilution: The Second Closing could issue up to 32,721,172 additional shares or pre-funded warrants, materially increasing outstanding shares
  • High price hurdle: Automatic Second Closing requires a VWAP of $7.50, which may limit immediate additional financing absent investor waivers
  • Concentrated shared voting power: Board-affiliated parties (including Amir Nashat) are disclosed as sharing voting and dispositive power over multiple pooled holdings, representing potential control concentration

Insights

TL;DR: Private placement raises immediate capital but creates potential dilution; second closing is milestone- and price-dependent.

The Initial Closing supplies near-term financing of roughly $50.1 million in gross proceeds and shows investor support at $1.53 per share with some management participation at $1.65. The conditional Second Closing could substantially increase share count by up to 32.7 million shares or equivalent pre-funded warrants, which is material relative to the reported 46.9 million share pro forma base used to calculate percentages. The $7.50 VWAP hurdle materially limits automatic dilution from the Second Closing absent investor waiver. These are capital-raising and dilution mechanics; no earnings or operational performance metrics are provided in this amendment.

TL;DR: Board-affiliated investors hold meaningful shared voting power; registration rights and investor agreements shape resale and control dynamics.

The filing discloses that managing members and a director (Amir Nashat) may be deemed to share voting and dispositive power across several Polaris entities, with Nashat-associated holdings totaling 3,932,251 shares (8.4% of the class on the pro forma base). The Purchase Agreement and Registration Rights Agreement create contractual obligations that affect future liquidity and shareholder composition. The right of investors to waive the price threshold for the Second Closing centralizes significant decision authority among participating investors and could change ownership concentration depending on waivers exercised.






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




Comment for Type of Reporting Person:
Consists of (i) 2,825,500 shares of Common Stock (as defined in Item 1 of the Original Schedule 13D (as defined below)) held of record by PP VII (as defined in Item 2(a) of the Original Schedule 13D) and (ii) 197,661 shares of Common Stock held of record by PEF VII (as defined in Item 2(a) of the Original Schedule 13D). PMC VII (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of each of PP VII and PEF VII and may be deemed to have voting, investment and dispositive power with respect to these securities. The PMC VII Managing Members (as defined in Item 2(a) of the Original Schedule 13D), including Mr. Nashat (as defined in Item 2(a) of the Original Schedule 13D) who is a member of the Issuer's board of directors, are the managing members of PMC VII and may be deemed to share voting, investment and dispositive power with respect to these securities. The percentage in Row 13 is based on 46,878,487 shares of Common Stock, which consists of (i) 20,161,073 shares of Common Stock outstanding as of August 5, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter-ended June 30, 2025, filed with the Securities and Exchange Commission (the "Commission") on August 14, 2025 (the "Form 10-Q") plus (ii) 26,717,414 shares of Common Stock sold by the Issuer in a private placement (the "Private Placement"), as reported by the Issuer in its Current Report on Form 8-K, filed with the Commission on September 10, 2025 (the "Form 8-K").


SCHEDULE 13D




Comment for Type of Reporting Person:
All shares of Common Stock are held of record by PP VII. PMC VII is the general partner of PP VII and may be deemed to have voting, investment and dispositive power with respect to these securities. The PMC VII Managing Members, including Mr. Nashat who is a member of the Issuer's board of directors, are the managing members of PMC VII and may be deemed to share voting, investment and dispositive power with respect to these securities. The percentage in Row 13 is based on 46,878,487 shares of Common Stock, which consists of (i) 20,161,073 shares of Common Stock outstanding as of August 5, 2025, as set forth in the Form 10-Q plus (ii) 26,717,414 shares of Common Stock sold by the Issuer in the Private Placement, as set forth in the Form 8-K.


SCHEDULE 13D




Comment for Type of Reporting Person:
All shares of Common Stock are held of record by PEF VII. PMC VII is the general partner of PEF VII and may be deemed to have voting, investment and dispositive power with respect to these securities. The PMC VII Managing Members, including Mr. Nashat who is a member of the Issuer's board of directors, are the managing members of PMC VII and may be deemed to share voting, investment and dispositive power with respect to these securities. The percentage in Row 13 is based on 46,878,487 shares of Common Stock, which consists of (i) 20,161,073 shares of Common Stock outstanding as of August 5, 2025, as set forth in the Form 10-Q plus (ii) 26,717,414 shares of Common Stock sold by the Issuer in the Private Placement, as set forth in the Form 8-K.


SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of 909,090 shares of Common Stock held of record by PP X (as defined in Item 2(a) of the Original Schedule 13D). PPGP X (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of PP X and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of Ms. Schulman and Mr. Chee (both as defined in Item 2(a) of the Original Schedule 13D) are the managing members of PPGP X. Mr. Nashat, a member of the Issuer's board of directors, holds an interest in PPGP X. Each of the PPGP X Managing Members (as defined in Item 2(a) of the Original Schedule 13D) and Mr. Nashat may be deemed to share voting, investment and dispositive power with respect to these securities. The percentage in Row 13 is based on 46,878,487 shares of Common Stock, which consists of (i) 20,161,073 shares of Common Stock outstanding as of August 5, 2025, as set forth in the Form 10-Q plus (ii) 26,717,414 shares of Common Stock sold by the Issuer in the Private Placement, as set forth in the Form 8-K.


SCHEDULE 13D




Comment for Type of Reporting Person:
All shares of Common Stock are held of record by PP X. PPGP X is the general partner of PP X. The PPGP X Managing Members are the managing members of PPGP X. Mr. Nashat, a member of the Issuer's board of directors, is an interest holder of PPGP X. Each of the PPGP X Managing Members and Mr. Nashat may be deemed to share voting, investment and dispositive power with respect to these securities. The percentage in Row 13 is based on 46,878,487 shares of Common Stock, which consists of (i) 20,161,073 shares of Common Stock outstanding as of August 5, 2025, as set forth in the Form 10-Q plus (ii) 26,717,414 shares of Common Stock sold by the Issuer in the Private Placement, as set forth in the Form 8-K.


SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of (i) 2,825,500 shares of Common Stock held of record by PP VII, (ii) 197,661 shares of Common Stock held of record by PEF VII, and (iii) 909,090 shares of Common Stock held of record by PP X. PMC VII is the general partner of each of PP VII and PEF VII and may be deemed to have voting, investment and dispositive power with respect to these securities. The PMC VII Managing Members, including Mr. Nashat who is a member of the Issuer's board of directors, are the managing members of PMC VII and may be deemed to share voting, investment and dispositive power with respect to these securities. PPGP X is the general partner of PP X. The PPGP X Managing Members are the managing members of PPGP X. Mr. Nashat, a member of the Issuer's board of directors, is an interest holder of PPGP X. Each of the PPGP X Managing Members and Mr. Nashat may be deemed to share voting, investment and dispositive power with respect to these securities. The percentage in Row 13 is based on 46,878,487 shares of Common Stock, which consists of (i) 20,161,073 shares of Common Stock outstanding as of August 5, 2025, as set forth in the Form 10-Q plus (ii) 26,717,414 shares of Common Stock sold by the Issuer in the Private Placement, as set forth in the Form 8-K.


SCHEDULE 13D




Comment for Type of Reporting Person:
All shares of Common Stock are held of record by PP X. PPGP X is the general partner of PP X. The PPGP X Managing Members are the managing members of PPGP X. Mr. Nashat, a member of the Issuer's board of directors, is an interest holder of PPGP X. Each of the PPGP X Managing Members and Mr. Nashat may be deemed to share voting, investment and dispositive power with respect to these securities. The percentage in Row 13 is based on 46,878,487 shares of Common Stock, which consists of (i) 20,161,073 shares of Common Stock outstanding as of August 5, 2025, as set forth in the Form 10-Q plus (ii) 26,717,414 shares of Common Stock sold by the Issuer in the Private Placement, as set forth in the Form 8-K.


SCHEDULE 13D




Comment for Type of Reporting Person:
All shares of Common Stock are held of record by PP X. PPGP X is the general partner of PP X. The PPGP X Managing Members are the managing members of PPGP X. Mr. Nashat, a member of the Issuer's board of directors, is an interest holder of PPGP X. Each of the PPGP X Managing Members and Mr. Nashat may be deemed to share voting, investment and dispositive power with respect to these securities. The percentage in Row 13 is based on 46,878,487 shares of Common Stock, which consists of (i) 20,161,073 shares of Common Stock outstanding as of August 5, 2025, as set forth in the Form 10-Q plus (ii) 26,717,414 shares of Common Stock sold by the Issuer in the Private Placement, as set forth in the Form 8-K.


SCHEDULE 13D


Polaris Management Co. VII, L.L.C.
Signature:/s/ Lauren Crockett
Name/Title:Lauren Crockett, Attorney-in-Fact
Date:09/11/2025
Polaris Partners VII, L.P.
Signature:/s/ Lauren Crockett
Name/Title:Lauren Crockett, Attorney-in-Fact for Polaris Management Co. VII, L.L.C. the general partner of Polaris Partners VII, L.P.
Date:09/11/2025
Polaris Entrepreneurs' Fund VII, L.P.
Signature:/s/ Lauren Crockett
Name/Title:Lauren Crockett, Attorney-in-Fact for Polaris Management Co. VII, L.L.C. the general partner of Polaris Entrepreneurs' Fund VII, L.P.
Date:09/11/2025
Polaris Partners GP X, L.L.C.
Signature:/s/ Lauren Crockett
Name/Title:Lauren Crockett, General Counsel
Date:09/11/2025
Polaris Partners X, L.P.
Signature:/s/ Lauren Crockett
Name/Title:Lauren Crockett, General Counsel of Polaris Partners GP X, L.L.C. general partner of Polaris Partners X, L.P.
Date:09/11/2025
Amir Nashat
Signature:/s/ Lauren Crockett
Name/Title:Lauren Crockett, Authorized Signatory
Date:09/11/2025
Brian Chee
Signature:/s/ Lauren Crockett
Name/Title:Lauren Crockett, Authorized Signatory
Date:09/11/2025
Amy Schulman
Signature:/s/ Lauren Crockett
Name/Title:Lauren Crockett, Authorized Signatory
Date:09/11/2025
Comments accompanying signature:
This Amendment was executed with respect to each of Amir Nashat, Brian Chee, and Amy Schulman pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.

FAQ

What did the Schedule 13D/A for CAMP disclose about recent purchases?

It discloses that PP VII purchased 1,221,721 shares and PEF VII purchased 85,468 shares in the Private Placement on September 11, 2025, at $1.53 per share.

How much immediate capital will Camp4 receive from the Initial Closing?

The Initial Closing is expected to produce approximately $50.1 million of gross proceeds before placement agent fees and expenses.

What can trigger the Second Closing in the Purchase Agreement?

The Second Closing requires (i) a CTA milestone (first regulatory acceptance/clearance to start a clinical trial for the SYNGAP1 program) and (ii) either a $7.50 VWAP measured over any 10 consecutive trading days during a 30-trading-day Measurement Period or a written waiver by investors holding a majority of outstanding Securities.

Does the filing address resale of the issued shares?

Yes. Investors and the issuer entered into a Registration Rights Agreement under which the issuer agreed to prepare and file registration statements to enable resale of the issued Common Stock and underlying Warrant Shares.

How large are the Polaris-related holdings after these purchases?

Reported holdings include Polaris Management Co. VII: 3,023,161 shares (6.4%), Polaris Partners VII: 2,825,500 shares (6.0%), and Amir Nashat: 3,932,251 shares (8.4%), based on a 46,878,487 pro forma share base stated in the filing.
Camp4 Therapeutics Corp.

NASDAQ:CAMP

CAMP Rankings

CAMP Latest News

CAMP Latest SEC Filings

CAMP Stock Data

164.55M
10.47M
35.19%
51.76%
1.08%
Biotechnology
Pharmaceutical Preparations
Link
United States
CAMBRIDGE