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