Candel Therapeutics Inc美股招股说明书(2026-02-19版)

Our common stock is listed on the Nasdaq Global Market under the symbol “CADL.” On February18, 2026, the last reported sale price for our common stockon the Nasdaq Global Market was $5.85 per share. We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and, as such, we have elected to comply withcertain reduced public company reporting requirements for this prospectus supplement and for future filings. See “Prospectus supplement summary—Implications of being an emerging growth company and smaller reporting company.” (1)See “Underwriting” for a description of the compensation payable to the underwriters. Investing in our common stock involves a high degree of risk. See “Risk factors” beginning on page S-6 of this prospectussupplement, as well as those risks described in our most recent Quarterly Report onForm10-Qfor the quarter endedSeptember30, 2025 and in our other filings with the Securities and Exchange Commission that are incorporated byreference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifthis prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock to purchasers on or about, 2026. Stifel Co-Managers BrooklineCapitalMarketsadivisionofArcadiaSecurities,LLC H.C.Wainwright&Co. Table of Contents Table of contents Prospectus supplement About this prospectus supplementSpecial note regarding forward-looking statementsProspectus supplement summaryRisk factorsUse of proceedsDilutionDividend policyMaterial U.S. federal income tax considerations for investors in our common stockUnderwritingLegal mattersExpertsWhere you can find more informationIncorporation of certain information by reference Prospectus ABOUT THIS PROSPECTUSRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSOUR COMPANYUSE OF PROCEEDSSECURITIES THAT MAY BE OFFEREDDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIES DESCRIPTION OF WARRANTS Table of Contents About this prospectus supplement This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock and also adds toand updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement andthe accompanying prospectus. The second part, the accompanying prospectus dated August22, 2025, including the documents incorporated by referencetherein, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. Tothe extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in theaccompanying prospectus or in any document incorporated by reference that was filed with the Securities and Exchange Commission, or the SEC,before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement inone of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference inthe accompanying prospectus—the statement in the document having the later date modifies or supersedes the earlier statement. We have not, and the underwriters have not, authorized anyone to provide any information other than that contained or incorporated by reference in thisprospectus supplement, the accompanying prospectus or in any free writing prospectus that we have authorized for use in connection with this offering.We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or a solicitation of an offer to purchase, the securitiesoffered by this prospectus supplement and the accompanying prospectus in any jurisdiction to or from any person to whom or from whom it is unlawfulto make such offer or solicitation of an offer in such jurisdiction. The information contained in this prospectus supplement, the accompanyingprospectus, any free writing prospectus that we have authorized for use in connection with this offering, including the documents incorporated byreference herein or therein is accurate only as of the respective dates thereof, regardless of the time of delivery of this prospectus supplement and theaccompanying prospectus or of any sale of our securities. It is important for you to read and consider all information contained in this prospectussupplement, the accompanying prospectus and any free writing prospectus that we have authorized for use in conn