SEC Form SC 13D filed by CAMP4 Therapeutics Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

CAMP4 Therapeutics Corporation

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

13463J101

(CUSIP Number)

5AM Venture Management, LLC

Attention: Paul A. Stone, Chief Legal Officer

4 Embarcadero Center, Suite 3110

San Francisco, CA 94111

(415) 993-8565

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 15, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The class of equity security to which this statement on Schedule 13D relates is the Common Stock, $0.0001 par value (“Common Stock”) of CAMP4 Therapeutics Corporation, a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is One Kendall Square, Building 1400 West, 3^rd Floor, Cambridge, MA 02139. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Prior to the Issuer’s initial public offering (the “IPO”), Ventures VI and Opportunities II purchased from the Issuer in a series of private transactions, an aggregate of 22,642,752 shares of Series A Prime Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") of the Issuer for an approximate aggregate purchase price of $26,249,999 million.

On October 3, 2024, the Issuer effected a 1-for-11.2158 reverse stock split of its common stock and a proportional adjustment to the existing conversion ratios of the Preferred Stock (the “Reverse Stock Split”). In connection with the closing of the IPO, on October 15, 2024, the Preferred Stock discussed above automatically converted into shares of Common Stock on a 1-for-11.2158 basis.

Ventures VI also purchased 909,090 shares of Common Stock from the underwriters of the IPO at the IPO price of $11.00 per share, for an aggregate purchase price of $9,999,990.

The source of the capital to purchase all securities was the working capital of Venture VI and Opportunities II, consisting of contributions from each of their general and limited partners.

The Reporting Persons purchased the aforementioned securities for investment purposes with the aim of increasing the value of their investments and the Issuer. Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on its evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership of the Issuer’s securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time (including by means of programs adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Act”)). Each of the Reporting Persons reserve the right to increase or decrease its holdings on such terms and at such times as each may decide.

Except as set forth in this Item 4 and Item 6 below, none of the Reporting Persons have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. However, each of the Reporting Persons reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Common Stock to become eligible for termination of registration under Section 12(g) of the Act. The Reporting Persons also retain the right to change their investment intent at any time, to acquire additional shares of Common Stock or other securities of the Issuer from time to time, or to sell or otherwise dispose of all or part of the Common Stock beneficially owned by them (or any shares of Common Stock into which such securities are converted) in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.

Andrew J. Schwab, a Managing Member of Partners VI and Opportunities II GP, is a member of the board of directors of the Issuer. As a director of the Issuer, Mr. Schwab may have influence over the corporate activities of the Issuer, including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.

Lock-up Agreements

The holders of substantially all of the Issuer’s pre-IPO capital stock, including 5AM Ventures VI, L.P., 5AM Opportunities II, L.P., and each of the Issuer’s directors and executive officers, entered into lock-up agreements (the “Lock-Up Agreements”) with the representatives of the underwriters of the Issuer’s IPO. Pursuant to the Lock-Up Agreements, neither 5AM Ventures VI, L.P. nor 5AM Opportunities II, L.P. is not permitted, with limited exceptions, for a period of 180 days from October 10, 2024, to offer, sell, or otherwise transfer or dispose of any of the Issuer’s securities, without the consent of J.P. Morgan Securities LLC and Leerink Partners LLC.

The description of the Lock-Up Agreements contained in this Item 6 is qualified in its entirety by reference to the full text of the form of Lock-up Agreement filed as Exhibit B to this Schedule 13D and incorporated by reference herein.

Third Amended and Restated Investors’ Rights Agreement

On June 3, 2022, Ventures VI, Opportunities II and certain other parties entered into the third amended and restated investors’ rights agreement (the “Rights Agreement”). The Rights Agreement provides Ventures VI, Opportunities II and other parties thereto with certain demand registration rights, including shelf registration rights, in respect of the shares of Common Stock issued to it upon conversion of the convertible preferred stock, subject to certain conditions. In addition, in the event that the Issuer registers additional shares of Common Stock for its own account or for the account of other holders of its securities, it will be required to give notice of such registration to Ventures VI, Opportunities II and certain other parties of its intention to effect such a registration, and, upon request of one or more such parties and subject to certain limitations, include the shares of Common Stock held by them in such registration.

The registration rights granted under the Rights Agreement will terminate the earlier of (a) the closing of a deemed liquidation event, as defined in the Issuer’s certificate of incorporation, (b) the fifth anniversary of the closing of the IPO and (c) with respect to each stockholder, at such time such stockholder is able to sell all of its shares pursuant to Rule 144 or another similar exemption under the Securities Act during a three-month period without registration.

The Rights Agreement contains customary cross-indemnification provisions, pursuant to which the Issuer is obligated to indemnify Ventures VI, Opportunities II and other parties in the event of material misstatements or omissions in the registration statement attributable to the Issuer or any violation or alleged violation whether by action or inaction by the Issuer under certain securities laws and each of Ventures VI, Opportunities II are obligated to indemnify the Issuer for material misstatements or omissions in the registration statement attributable to it, subject to certain limitations.

The description of the Rights Agreement contained in this Item 6 is qualified in its entirety by reference to the full text of the Rights Agreement filed as Exhibit C to this Schedule 13D and incorporated by reference herein.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 22, 2024

Exhibit(s):

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of CAMP4 Therapeutics Corporation shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.

Dated: October 22, 2024