SCHEDULE: 5AM Ventures Adjusts CAMP4 Therapeutics Stake

5AM Ventures entities and associated individuals have filed an amendment to their Schedule 13D, reporting changes in beneficial ownership and recent stock transactions for CAMP4 Therapeutics Corporation.

Summary

• This filing is an amendment (Amendment No. 3) to a Schedule 13D for CAMP4 THERAPEUTICS CORPORATION, originally filed on October 22, 2024.
• The reporting persons include several 5AM Ventures entities (Ventures VI, Partners VI, Ventures VII, Partners VII, Opportunities II, Opportunities II GP) and individuals Andrew J. Schwab and Dr. Kush Parmar.
• These entities are primarily engaged in venture capital investments.
• The filing details the beneficial ownership of CAMP4 Therapeutics Corporation's common stock by these reporting persons.
• As of August 12, 2026, the total outstanding shares of common stock were 62,753,200.
• The reporting persons collectively beneficially own 6,379,125 shares of common stock, representing approximately 9.9% of the outstanding shares.
• This ownership includes shares held directly by Ventures VI, Ventures VII, and Opportunities II, as well as vested stock options held by Schwab.
• A 'Beneficial Ownership Blocker' provision in pre-funded warrants held by Ventures VII limits its exercise to prevent beneficial ownership exceeding 9.99%.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as neutral to slightly negative, primarily due to the disclosed sales of shares by a significant holder, indicating a potential lack of full confidence or a need for liquidity, despite the overall beneficial ownership remaining substantial.

Positives

• The reporting persons collectively maintain a significant beneficial ownership stake of 9.9% in CAMP4 Therapeutics Corporation.
• Andrew J. Schwab holds 9,000 vested stock options, indicating potential future share acquisition.
• The reporting persons have agreed to file jointly, streamlining disclosure requirements.

Negatives

• Ventures VI engaged in multiple open market sales and a block sale of CAMP4 Therapeutics Corporation shares between August 19, 2026, and August 27, 2026.
• The sales by Ventures VI occurred at prices ranging from $4.04 to $4.76 per share.
• The 'Beneficial Ownership Blocker' on Ventures VII's pre-funded warrants restricts their exercise, capping beneficial ownership at 6,379,125 shares.

Risks

• The 'Beneficial Ownership Blocker' may limit the ability of Ventures VII to fully exercise its pre-funded warrants, potentially impacting its strategic position or investment returns.
• Sales of shares by a significant holder (Ventures VI) could signal a reduction in confidence or a need for liquidity, potentially impacting market perception.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from the company itself. However, the 'Beneficial Ownership Blocker' on pre-funded warrants implies a limitation on future share acquisition by Ventures VII.

Management Comments

• 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.

Industry Context

StockSavvy.ai notes that venture capital firms frequently adjust their holdings in portfolio companies, especially as companies mature or approach potential liquidity events. The sales reported here by 5AM Ventures are typical for a venture capital fund managing its investments, though the specific timing and nature of the block sale warrant attention.

Stakeholder Impact

• Shareholders may be influenced by the sales activity of a significant holder, potentially affecting stock price or perception of the company's prospects.
• The 'Beneficial Ownership Blocker' could impact the strategic influence or potential returns for Ventures VII and its limited partners.

Next Steps

• Continued monitoring of 5AM Ventures' ownership stake and any further transactions.
• Observation of CAMP4 Therapeutics Corporation's strategic developments and financial performance.

Key Dates

Recommendation

The filing indicates a significant holder has been selling shares, which is a negative signal. However, the overall beneficial ownership remains substantial (9.9%), and the nature of the filing is an amendment to ownership disclosure rather than a fundamental business update. Therefore, a 'hold' recommendation is appropriate pending further information on the company's performance and the reasons behind the sales.

Keywords

CAMP4 Therapeutics, Schedule 13D, 5AM Ventures, Beneficial Ownership, Venture Capital, Stock Sale, Pre-Funded Warrants, Amendment