camp4治疗公司美股招股说明书(2025-11-25版)

CAMP4 THERAPEUTICS CORPORATION Up to 33,431,131 shares of Common StockUp to 6,003,758 shares of Common Stock Underlying Pre-Funded This prospectus relates to the resale or other disposition from time to time by the selling stockholders identified in thisprospectus, including their transferees, pledgees, donees or successors, of up to (i) 26,717,414 shares of our common stock par value$0.0001 per share (the “Common Stock”) and (ii) 6,003,758 shares of Common Stock issuable upon the exercise of pre-fundedwarrants, with an exercise price of $0.0001 per share (the “2025 Pre-Funded Warrants” and together with the Common Stock, the“Resale Shares”), that we issued in a private placement completed on September 11, 2025 (the “Private Placement”). In addition, we The selling stockholders may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of CommonStock or interests in shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or inprivate transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the We are not offering any shares of Common Stock under this prospectus. We will not receive any of the proceeds from the saleof shares of Common Stock by the selling stockholders, except with respect to the amounts received by us upon exercise of the 2025Pre-Funded Warrants, to the extent such 2025 Pre-Funded Warrants are exercised for cash. All expenses of registration incurred in Our Common Stock is listed on the Nasdaq Global Market under the symbol “CAMP.” On November 24, 2025, the lastreported sale price of our Common Stock was $3.33 per share. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. Youshould read the entire prospectus and any amendments or supplements carefully before you make your investment decision. Investing in our securities involves risks. See “Risk Factors” on page3, and any applicable prospectus supplement,and under similar headings in the other documents that are incorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. Prospectus dated November 25, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the“SEC”) using a “shelf” registration or continuous offering process. You should read this prospectus and the information and documents incorporated by reference carefully. Such documents containimportant information you should consider when making your investment decision. See “Where You Can Find More Information” and This prospectus may be supplemented from time to time to add, update or change information in this prospectus. Any statementcontained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statementcontained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed toconstitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of thisprospectus. Neither we nor the selling stockholders has authorized any other person to provide you with different information. Ifanyone provides you with different or inconsistent information, you should not rely on it. No dealer, salesperson or other person isauthorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement orany related free writing prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference ismade to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents.Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the Unless otherwise stated or the context requires otherwise, references in this prospectus to “CAMP4,” the “company” or the“Company,” “we,” “us,” or “our” refer to CAMP4 Therapeutics Corporation and our subsidiary on a consolidated basis, as appropriate, PROSPECTUS SUMMARY This summary highlights selected information included or incorporated by reference in this prospectus and doesnot contain all of the information that may be important to you. You should carefully review this entire prospectus Company Overview We are a clinical-stage biopharmaceutical company pioneering the discovery and