Camp4 Therapeutics Corp美股招股说明书(2025-12-01版)

Up to $100,000,000Common Stock We have entered into a sales agreement (the “Sales Agreement”), dated November 10, 2025, with Leerink Partners LLC (“LeerinkPartners”) as sales agent. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock, parvalue $0.0001 per share (the “shares of common stock”), from time to time through Leerink Partners, acting as our sales agent.Pursuant to this prospectus supplement and accompanying base prospectus (the “prospectus”), we may offer and sell shares ofcommon stock with an aggregate offering price of up to $100,000,000. Sales of shares of common stock, if any, under this prospectus will be made by any method permitted that is deemed to be an “atthe market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). Leerink Partnerswill use its commercially reasonable efforts to sell on our behalf all of the shares of common stock requested to be sold by us,consistent with its normal trading and sales practices, on mutually agreed terms between Leerink Partners and us. There is noarrangement for funds to be received in any escrow, trust or similar arrangement. Our common stock is listed on The Nasdaq Global Market under the symbol “CAMP.” The last reported sale price of shares of ourcommon stock on The Nasdaq Global Market on November 28, 2025 was $3.80 per share. Leerink Partners will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price of the shares soldunder the Sales Agreement. In connection with the sale of shares of common stock on our behalf, the sales agent will be deemed to bean “underwriter” within the meaning of the Securities Act and the compensation of the sales agent will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to the sales agent with respect to certainliabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See“Plan of Distribution” beginning on pageS-14regarding the compensation to be paid to the sales agent. An investment in our common stock involves significant risks. You should carefully consider theRisk Factorsbeginning onpageS-8of this prospectus and “Item 1A. Risk Factors” of our most recent report on Form 10-K or Form 10-Q that isincorporated by reference in this prospectus, before investing in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. Leerink Partners The date of this prospectus is December 1, 2025. TABLE OF CONTENTS Prospectus About this ProspectusSpecial Note Regarding Forward-Looking Statements and Industry DataProspectusSummaryThe OfferingRisk FactorsUse of ProceedsDilutionDividend PolicyPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIncorporation of Certain Documents by Reference You should rely only on the information contained in or incorporated by reference into this prospectus and any free writingprospectuses prepared by us or on our behalf. We have not authorized any person to provide any information or make any statementthat differs from what is contained in this prospectus and any free writing prospectuses prepared by us or on our behalf. If any persondoes make a statement that differs from what is in this prospectus or any free writing prospectuses, you should not rely on it. Thisprospectus is not an offer to sell, nor is it a solicitation of an offer to buy, these securities in any jurisdiction in which the offer or saleis not permitted. You should assume that the information contained in this prospectus, any free writing prospectus and the documentsincorporated by reference is accurate only as of its respective date, regardless of the time of delivery of this prospectus, any freewriting prospectus or of any sale of shares of common stock in this offering. Our business, financial condition, results of operationsand prospects may have subsequently changed. 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”), under the Securities Act, using a “shelf” registration process. This prospectus and the documents incorporated by reference herein include important information about us, our common stockand other information you should know before investing. This prospectus describes the specific details regarding this offering,including the price, the amount of shares of common stock being offered and the risks of investing in our common stock. You should carefully read this prospectus together with the additional information described under the headings “Where You CanFind More Information” and “Incorporation of