SCHEDULE: 5AM Ventures Boosts CAMP4 Therapeutics Stake

5AM Ventures and affiliates increased their beneficial ownership in CAMP4 Therapeutics to 12.5% through a $4.5 million initial private placement.

Summary

• 5AM Ventures entities and individuals (Andrew J. Schwab, Kush Parmar) filed an Amendment No. 1 to their Schedule 13D for CAMP4 THERAPEUTICS CORPORATION.
• The filing reports beneficial ownership changes resulting from a September 2025 Private Placement.
• In the initial closing on September 11, 2025, 5AM Ventures VII, L.P. purchased 2,941,176 shares of common stock for a total purchase price of $4.5 million.
• The purchase price for common stock was $1.53 per share, and for Pre-Funded Warrants, it was $1.5299 per warrant.
• The initial closing involved the issuance of an aggregate of 26,681,053 shares of common stock and 6,003,758 Pre-Funded Warrants to various institutional accredited investors.
• Total shares outstanding after the initial closing are approximately 46,842,126 (20,161,073 shares outstanding as of August 5, 2025, plus 26,681,053 shares issued in the Initial Closing).
• Andrew J. Schwab and Kush Parmar each beneficially own 5,869,091 shares, representing 12.5% of the class.
• A second closing of the private placement is contingent on a 'Second Closing Trigger,' which includes the achievement of a clinical trial application (CTA) milestone for the Issuer's SYNGAP1-related disorders candidate and either a $7.50 volume-weighted average price (VWAP) threshold or a waiver from majority PIPE investors.
• Ventures VII has agreed to purchase an additional 3,179,558 shares in the Second Closing, subject to these conditions.
• A Registration Rights Agreement was executed, obligating the Issuer to file an initial registration statement within 60 days of the initial closing and a second one within 30 days of the second closing, if applicable, to register the resale of the purchased securities.
• The Issuer is subject to cash penalties in the event of registration statement failures.

Sentiment

Score: 7

Explanation: The filing indicates a successful initial capital raise and continued investor commitment, which is positive for the company's funding and development. However, the contingent nature of the second closing and the high price threshold introduce some uncertainty regarding the full extent of future capital infusion.

Positives

• CAMP4 Therapeutics secured $4.5 million in capital from 5AM Ventures VII, L.P. in the initial closing of a private placement, providing crucial funding for its operations.
• The continued investment from a prominent venture capital firm like 5AM Ventures signals ongoing confidence in CAMP4 Therapeutics' potential.
• The company has a clear path for investors to resell their shares through planned registration statements, enhancing liquidity for the PIPE investors.

Negatives

• The second closing of the private placement, which could provide substantial additional capital, is contingent on specific milestones (CTA and a $7.50 VWAP threshold), introducing uncertainty regarding future funding.
• The $7.50 Price Threshold for the second closing is significantly higher than the initial private placement price of $1.53 per share, indicating a need for substantial stock appreciation to fully realize the second tranche without a waiver.

Risks

• Failure to achieve the CTA Milestone (first acceptance or clearance by a drug regulatory agency for a clinical trial application for SYNGAP1-related disorders) could prevent the Second Closing of the private placement.
• Failure to meet the $7.50 Volume Weighted Average Price (VWAP) threshold within the specified Measurement Period could prevent the Second Closing, unless waived by a majority of PIPE Investors.
• The Issuer faces potential cash penalties if it fails to meet its obligations regarding the timely filing and effectiveness of the registration statements, which could negatively impact its financial position.

Future Outlook

The company anticipates a potential second closing of the private placement, contingent on achieving a clinical trial application (CTA) milestone for its SYNGAP1-related disorders candidate and either a $7.50 volume-weighted average price (VWAP) threshold or a waiver from majority PIPE investors. The Issuer also commits to filing registration statements for the resale of these securities within specified timelines.

Industry Context

This private placement provides crucial capital to CAMP4 Therapeutics, a biotechnology company focused on developing treatments for SYNGAP1-related disorders. Such funding is vital for early-stage biopharma companies to advance their clinical pipelines, especially for rare diseases, and reflects continued investor confidence in the company's therapeutic candidates and regulatory progress within the competitive biotech landscape.

Stakeholder Impact

• Shareholders: Existing shareholders will experience dilution from the issuance of new shares in the private placement. However, the capital raise provides funding for company operations and development, potentially increasing long-term value if successful.
• Investors (PIPE Investors): These investors gain a significant stake in the company and are granted registration rights, providing a defined path for liquidity for their investment.
• Company (CAMP4 Therapeutics): Receives crucial capital to advance its clinical programs, particularly for its SYNGAP1-related disorders candidate, which is essential for its strategic objectives.

Next Steps

• Achievement of the CTA Milestone for the SYNGAP1-related disorders development candidate.
• Achievement of a $7.50 VWAP for the common stock or a waiver of this condition to trigger the Second Closing.
• Potential Second Closing of the private placement, where additional shares/warrants would be purchased.
• Issuer to file an Initial Registration Statement within 60 days of the Initial Closing to register the resale of securities.
• Issuer to file a Second Registration Statement within 30 days of the Second Closing, if applicable, for additional registered securities.

Key Dates

Recommendation

The initial capital infusion is a positive development, providing necessary funding for CAMP4 Therapeutics' clinical programs. The continued commitment from 5AM Ventures signals confidence. However, the contingent nature of the second closing, tied to both a clinical milestone and a significantly higher stock price threshold ($7.50 vs. $1.53 private placement price), introduces considerable uncertainty. Investors should hold to monitor progress on the CTA milestone and market reaction to the price threshold, as significant upside is required for the second tranche to fully materialize under current terms.

Keywords

CAMP4 Therapeutics, 5AM Ventures, Schedule 13D/A, Private Placement, Venture Capital, Beneficial Ownership, Common Stock, Pre-Funded Warrants, SYNGAP1-related disorders, Clinical Trial Application, Registration Rights Agreement, Biotechnology, Biopharma