Camp4 Therapeutics Corporation
12/18/2025 | Press release | Distributed by Public on 12/18/2025 16:15
Material Agreement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement
On December 18, 2025, CAMP4 Therapeutics Corporation (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") with Leerink Partners LLC ("Leerink Partners"), relating to an offering of 5,000,000 shares (the "Shares"), of its common stock, par value $0.0001 per share (the "Common Stock"), at an offering price of $6.00 per Share. All of the Shares are being sold by the Company.
The Company estimates that the net proceeds from the offering will be approximately $28.0 million after deducting underwriting discounts and commissions and estimated offering expenses.
The Shares will be issued pursuant to a shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission (the "SEC"), on November 10, 2025 (File No. 333-291432). A prospectus supplement relating to the offering was filed with the SEC on December 18, 2025. The closing of the offering is expected to take place on or about December 19, 2025, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and Leerink Partners, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. In addition, subject to certain exceptions, the Company and its executive officers and directors and certain stockholders have agreed not to offer, sell, transfer or otherwise dispose of any shares of common stock during the 60-day period following the date of the Underwriting Agreement. Shares of common stock may be sold under the Company's "at-the-market" program after the 30-day period following the date of the Underwriting Agreement.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the legal opinion and consent of Ropes & Gray LLP relating to the Shares is attached as Exhibit 5.1 hereto.
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