SEC Form S-8 filed by CAMP4 Therapeutics Corporation
$CAMP
As filed with the Securities and Exchange Commission on March 27, 2025
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CAMP4 THERAPEUTICS CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | 81-1152476 | ||||
| (State or other jurisdiction of | (I.R.S. Employer | ||||
| incorporation or organization) | Identification No.) | ||||
| One Kendall Square | |||||
| Building 1400 West, 3rd Floor | |||||
| Cambridge, Massachusetts | 02139 | ||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
CAMP4 Therapeutics Corporation 2024 Equity Incentive Plan
CAMP4 Therapeutics Corporation 2024 Employee Stock Purchase Plan
(Full titles of the plans)
CAMP4 Therapeutics Corporation 2024 Employee Stock Purchase Plan
(Full titles of the plans)
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Josh Mandel-Brehm
Chief Executive Officer
CAMP4 Therapeutics Corporation
One Kendall Square, Building 1400 West, 3rd Floor
Cambridge, Massachusetts 02139
(Name and address of agent for service)
(617) 651-8867
(Telephone number, including area code, of agent for service)
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Please send a copy of all communications to:
Thomas J. Danielski
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199-3600
617-951-7000
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | |||||||||||
| Non-accelerated filer | x | Smaller reporting company | x | |||||||||||
| Emerging growth company | x | |||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SHARES
CAMP4 Therapeutics Corporation (the “Registrant”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) for the purpose of registering (i) 604,832 additional shares of its common stock, $0.0001 par value per share (“Common Stock”), under the CAMP4 Therapeutics Corporation 2024 Equity Incentive Plan (the “2024 Plan”), pursuant to the provisions of the 2024 Plan providing for an automatic increase in the number of shares of Common Stock reserved and available for issuance under the 2024 Plan on January 1, 2025, and (ii) 201,610 additional shares of Common Stock under the CAMP4 Therapeutics Corporation 2024 Employee Stock Purchase Plan (the “ESPP”), pursuant to the provisions of the ESPP providing for an automatic increase in the number of shares of Common Stock reserved and available for issuance under the ESPP on January 1, 2025. Pursuant to General Instruction E to Form S-8, the Registrant incorporates by reference, except to the extent supplemented, amended or superseded by the information set forth herein, into this Registration Statement the entire contents of its Registration Statement on Form S-8 (File No. 333-282676) filed with the Commission on October 16, 2024.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| Exhibit | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 5.1* | ||||||||
| 23.1* | ||||||||
| 23.2* | ||||||||
| 24.1* | ||||||||
| 107* | ||||||||
* Filed herewith.
Signatures
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Massachusetts, on this 27th day of March, 2025.
| CAMP4 THERAPEUTICS CORPORATION | ||||||||
| By: | /s/ Josh Mandel-Brehm | |||||||
Josh Mandel-Brehm President and Chief Executive Officer | ||||||||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Josh Mandel-Brehm and Kelly Gold, and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be filed by CAMP4 Therapeutics Corporation and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature | Title | Date | ||||||||||||
| /s/ Josh Mandel-Brehm | President, Chief Executive Officer and Director | March 27, 2025 | ||||||||||||
| Josh Mandel-Brehm | (Principal Executive Officer) | |||||||||||||
| /s/ Kelly Gold | Chief Financial Officer | March 27, 2025 | ||||||||||||
| Kelly Gold | (Principal Financial Officer and Principal Accounting Officer) | |||||||||||||
| /s/ Steven Holtzman | Director and Chair | March 27, 2025 | ||||||||||||
| Steven Holtzman | ||||||||||||||
| /s/ James Boylan | Director | March 27, 2025 | ||||||||||||
| James Boylan | ||||||||||||||
| /s/ Ingo Chakravarty | Director | March 27, 2025 | ||||||||||||
| Ingo Chakravarty | ||||||||||||||
| /s/ Michael Higgins | Director | March 27, 2025 | ||||||||||||
| Michael Higgins | ||||||||||||||
| /s/ Amir Nashat | Director | March 27, 2025 | ||||||||||||
| Amir Nashat, ScD | ||||||||||||||
| /s/ Paula Ragan | Director | March 27, 2025 | ||||||||||||
| Paula Ragan, PhD | ||||||||||||||
| /s/ Andrew Schwab | Director | March 27, 2025 | ||||||||||||
| Andrew Schwab | ||||||||||||||
| /s/ Murray Stewart | Director | March 27, 2025 | ||||||||||||
| Murray Stewart, DM FRCP | ||||||||||||||
| /s/ Ravi Thadhani | Director | March 27, 2025 | ||||||||||||
| Ravi Thadhani, MD, MPH | ||||||||||||||
| /s/ Douglas Williams | Director | March 27, 2025 | ||||||||||||
| Douglas Williams, PhD | ||||||||||||||
| /s/ Richard Young | Director | March 27, 2025 | ||||||||||||
| Richard Young, PhD | ||||||||||||||