camp-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________________

FORM 10-Q

__________________________________________________________________

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to___________

Commission File Number: 001-42365

__________________________________________________________________

CAMP4 Therapeutics Corporation

(Exact name of registrant as specified in its charter)

__________________________________________________________________


Delaware			81-1152476
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

One Kendall Square

Building 1400 West, 3rd Floor

Cambridge, Massachusetts 02139

(Address of Principal Executive Offices)

(617) 651-8867

(Registrant’s telephone number)

__________________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☒

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading symbol

Name of Exchange on which registered

Common stock, par value $0.0001 per share

CAMP

Nasdaq Global Market

As of August 5, 2025, there were 20,161,073 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.

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Part I

Financial Information

Item 1.

Financial Statements (Unaudited)

Unaudited Condensed Consolidated Balance Sheets as of June 30 , 2025 and December 31, 2024

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30 , 2025 and 2024

Unaudited Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the three and six months ended June 30 , 2025 and 2024

Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30 , 2025 and 2024

Notes to Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Item 4.

Controls and Procedures

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements that involve substantial risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. All statements other than statements of historical fact contained in this Quarterly Report, including statements regarding our strategy, future operations, future financial position, prospects, plans, objectives of management and expected growth, are forward-looking statements. These statements are based on our current beliefs, expectations and assumptions regarding our intentions, beliefs or current expectations concerning, among other things, the future of our business, future plans and strategies, our operational results and other future conditions. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “estimate,” “believe,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions intended to identify statements about the future, although not all forward-looking statements contain these identifying words. These forward-looking statements include, without limitation, statements about the following:

•the initiation, timing, progress, results and costs of our research and development (“R&D”) programs and of our current and future preclinical studies and clinical trials of our product candidates, including statements regarding the timing of initiation and completion of studies or trials and related preparatory work, as well as the period during which the results of the trials are expected become available;

•the timing of our planned good laboratory practices toxicology studies and regulatory submissions, initiation of planned clinical trials and timing of expected clinical results for our current and future product candidates;

•the timing of any submissions of filings for regulatory approval of, and our ability to obtain and maintain regulatory approvals for, any product candidates we may develop;

•our ability to identify patients with the diseases treated by our product candidates, and to enroll patients in trials;

•our expectations regarding the size of the patient populations, market acceptance and opportunity for and clinical utility of our product candidates, if approved for commercial use;

•our reliance on third party manufacturing partners to comply with significant regulations with respect to manufacturing our products;

•our expectations regarding the scope of any approved indication for any product candidates we may develop;

•our ability to successfully commercialize our product candidates, if approved;

•our ability to leverage our RAP Platform to identify and develop future product candidates;

•our estimates of our expenses, ongoing losses, future revenue, capital requirements and our need for or ability to obtain additional funding before we can expect to generate any revenue from product sales;

•our ability to establish or maintain strategic collaborations or arrangements, including potential business development opportunities and potential licensing partnerships, and our ability to attract collaborators with development, regulatory and commercialization expertise;

•our ability to identify, recruit and retain key personnel;

•our reliance upon intellectual property licensed from third parties and our ability to obtain such licenses on commercially reasonable terms or at all;

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•our ability to protect and enforce our intellectual property position for our product candidates, and the scope of such protection;

•our financial performance;

•the sufficiency of our existing cash and cash equivalents to fund our future operating expenses and capital expenditure requirements;

•our competitive position and the development of and projections relating to our competitors or our industry;

•our estimates regarding future expenses and needs for additional financing;

•the impact of laws and regulations;

•the effect of changes in international trade policies and general economic, industry, geopolitical and market conditions, such as uncertainties related to military conflict or war, tariffs (including tariffs that have been or may in the future be imposed by the United States or other countries), sanctions, trade protection measures or other trade barriers, inflation and financial institution instability, or pandemic or epidemic disease outbreaks, many of which are beyond our control, as well as the value of our common stock and our ability to access capital markets; and

•our expectations regarding the time during which we will be an emerging growth company and smaller reporting company under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this Quarterly Report, those results or developments may not be indicative of results or developments in subsequent periods.

Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement that we make in this Quarterly Report speaks only as of the date of such statement. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, whether as a result of new information, future events or otherwise. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report.

Unless otherwise indicated, market and industry data contained in this Quarterly Report, including potential market opportunities, is based on our management’s estimates and research, as well as industry and general publications and research and studies conducted by third parties. Although we believe that the information from these third-party publications, research and studies included in this Quarterly Report is reliable, and we are responsible for the accuracy of such information, we have not independently verified the accuracy or completeness of this information. Management’s estimates are derived from publicly available information, their knowledge of our industry and their assumptions based on such information and knowledge, which we believe to be reasonable. This data involves a number of assumptions and limitations and the industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in Part II, Item 1A. “Risk Factors” in this Quarterly Report. These and other factors could cause our future performance to differ materially from our assumptions and estimates.

NOTE REGARDING TRADEMARKS

“CAMP4,” “RAP Platform,” “RNA Actuator” and our other registered or common law trademarks, trade names or service marks appearing in this Quarterly Report are the property of CAMP4 Therapeutics Corporation and are registered as trademarks in the United States and other countries. This Quarterly Report also contains references to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Quarterly Report,

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including logos, artwork and other visual displays, may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other entities’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other entity.

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PART I —FINANCIAL INFORMATION

Item 1. Financial Statements

CAMP4 Therapeutics Corporation

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)


	June 30, 2025		December 31, 2024
Assets
Cash and cash equivalents	$	39,052	$	64,039
Prepaid expenses and other current assets	2,034		2,344
Total current assets	41,086		66,383
Restricted cash	1,624		1,624
Property and equipment, net	3,407		3,858
Operating lease right-of-use assets	5,061		6,015
Finance lease right-of-use assets	97		427
Total assets	$	51,275	$	78,307

Current liabilities:
Accounts payable	$	1,195	$	1,210
Accrued expenses	2,870		4,833
Deferred revenue, short-term	—		385
Operating lease liabilities, current portion	3,147		2,994
Finance lease liabilities, current portion	26		91
Financing liability, current portion	97		85
Total current liabilities	7,335		9,598
Long-term liabilities:
Operating lease liabilities, net of current portion	3,892		5,493
Finance lease liabilities, net of current portion	59		70
Other long-term liabilities	2		2
Total liabilities	11,288		15,163
Commitments and contingencies (Note 4)
Stockholders' equity:
Common stock, $0.0001 par value per share, 175,000,000 shares authorized as of June 30, 2025 and December 31, 2024, 20,161,073 and 20,161,072 shares issued and 20,161,073 and 20,145,129 shares outstanding as of June 30, 2025 and December 31, 2024, respectively	2		2
Additional paid-in capital	276,758		274,895
Accumulated deficit	(236,773)		(211,753)
Total stockholders' equity	39,987		63,144
Total liabilities and stockholders' equity	$	51,275	$	78,307

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CAMP4 Therapeutics Corporation

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except for share and per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue
Research and collaboration revenue	$	1,497	$	—	$	2,355	$	—
Operating Expenses:
Research and development	10,343		9,389		20,489		19,129
General and administrative	4,182		3,273		7,994		6,408
Total operating expenses	14,525		12,662		28,483		25,537
Loss from operations	(13,028)		(12,662)		(26,128)		(25,537)
Other income, net:
Interest income	453		231		1,041		626
Other income (expense)	(12)		(145)		67		(117)
Total other income, net	441		86		1,108		509
Net loss attributable to common stockholders and comprehensive loss	$	(12,587)	$	(12,576)	$	(25,020)	$	(25,028)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.62)	$	(26.00)	$	(1.24)	$	(52.56)
Weighted-average shares of common stock outstanding, basic and diluted	20,159,666		483,640		20,155,161		476,167

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CAMP4 Therapeutics Corporation

Unaudited Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(In thousands, except share amounts)


	Common stock			Additional paid-in capital		Accumulated deficit		Total stockholders' equity
	Shares	Amount
Balance as of December 31, 2024	20,145,129	$	2	$	274,895	$	(211,753)	$	63,144
Issuance of common stock	1	—		—		—		—
Vesting of restricted common stock	11,666	—		—		—		—
Stock-based compensation expense	—	—		861		—		861
Net loss	—	—		—		(12,433)		(12,433)
Balance as of March 31, 2025	20,156,796	2		275,756		(224,186)		51,572
Vesting of restricted common stock	4,277	—		—		—		—
Stock-based compensation expense	—	—		1,002		—		1,002
Net loss	—	—		—		(12,587)		(12,587)
Balance as of June 30, 2025	20,161,073	$	2	$	276,758	$	(236,773)	$	39,987


	Convertible preferred stock			Common stock			Additional paid-in capital		Accumulated deficit		Total stockholders' deficit
	Shares	Amount		Shares	Amount
Balance as of December 31, 2023	130,648,426	$	162,147	460,704	$	1	$	36,231	$	(159,962)	$	(123,730)
Issuance of common stock	—	—		971	—		2		—		2
Vesting of restricted common stock	—	—		14,591	—		—		—		—
Stock-based compensation expense	—	—		—	—		856		—		856
Net loss	—	—		—	—		—		(12,452)		(12,452)
Balance as of March 31, 2024	130,648,426	162,147		476,266	1		37,089		(172,414)		(135,324)
Issuance of common stock	—	—		88	—				—		—
Vesting of restricted common stock	—	—		14,523	—		—		—		—
Stock-based compensation expense	—	—		—	—		786		—		786
Net loss	—	—		—	—		—		(12,576)		(12,576)
Balance as of June 30, 2024	130,648,426	$	162,147	490,877	$	1	$	37,875	$	(184,990)	$	(147,114)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CAMP4 Therapeutics Corporation

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)


	Six Months Ended June 30,
	2025		2024
Operating activities
Net loss	$	(25,020)	$	(25,028)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	851		860
Stock-based compensation expense	1,863		1,642
Non-cash lease expense	954		835
Non-cash interest expense	16		49
Change in operating assets and liabilities:
Prepaid expenses and other current assets	310		(546)
Accounts payable	(15)		(59)
Accrued expenses and other liabilities	(1,755)		(1,027)
Deferred revenue	(385)		—
Operating lease assets and liabilities	(1,448)		(1,307)
Net cash used in operating activities	(24,629)		(24,581)
Investing activities
Purchases of property and equipment	(279)		(178)
Net cash used in investing activities	(279)		(178)
Financing activities
Proceeds from issuance of common stock	—		2
Principal payments on financing obligation	—		(230)
Principal payments on finance leases	(79)		(178)
Payments of deferred offering costs	—		(608)
Net cash used in financing activities	(79)		(1,014)
Net decrease in cash, cash equivalents and restricted cash	(24,987)		(25,773)
Cash, cash equivalents and restricted cash – beginning of year	65,663		40,004
Cash, cash equivalents and restricted cash – end of period	$	40,676	$	14,231
Supplemental disclosures of cash flow information:
Deferred offering costs in accounts payable and accrued expenses	$	—	$	1,147
Finance lease right-of-use asset converted to fixed asset	$	290	$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CAMP4 Therapeutics Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation and Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements are unaudited and have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission for interim financial reporting, consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”) and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position, consolidated results of operations, and consolidated cash flows for the interim periods presented. Any reference in these notes to applicable guidance is meant to refer to the authoritative standards of U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). This report should be read in conjunction with the audited consolidated financial statements in our 2024 Form 10-K.

These condensed consolidated financial statements include CAMP4 Therapeutics Corporation and its wholly-owned subsidiary, CAMP4 Therapeutics Pty Ltd (together, the “Company”). All intercompany balances and transactions have been eliminated in consolidation. The significant accounting policies used in the preparation of these condensed consolidated financial statements for the three and six months ended June 30, 2025 are consistent with those described in the Company’s 2024 Form 10-K. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the operating results to be expected for the full fiscal year or future operating periods.

Reverse Stock Split

On October 3, 2024, the Company effected a one-for-11.2158 reverse stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of the Company’s convertible preferred stock. Accordingly, all share and per share amounts for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split and adjustment of the preferred stock conversion ratios. The par value and the number of authorized shares of the convertible preferred stock and common stock were not adjusted in connection with the reverse stock split.

Initial Public Offering

On October 15, 2024, the Company completed its initial public offering (“IPO”), pursuant to which it issued and sold an aggregate of 6,820,000 shares of its common stock to the public at a price of $11.00 per share, resulting in net proceeds of $65.8 million, after deducting underwriting discounts and commissions of $5.3 million and other offering expenses of $4.0 million. In addition, on November 1, 2024, the Company received proceeds of $6.6 million, after deducting underwriting discounts and commissions of $0.5 million, pursuant to the partial exercise by the underwriters of their option to purchase 643,762 additional shares in the IPO. Collectively, the Company received aggregate net proceeds of $72.4 million. Upon the closing of the IPO, the Company’s outstanding convertible preferred stock automatically converted into 11,648,582 shares of common stock.

In connection with the completion of its IPO, on October 15, 2024, the Company’s certificate of incorporation was amended and restated to authorize the issuance of up to 175,000,000 shares of common stock, par value $0.0001 per share and 25,000,000 shares of preferred stock, par value of $0.0001 per share.

Liquidity and Going Concern

As of June 30, 2025, the Company had approximately $39.1 million of cash and cash equivalents and working capital of approximately $33.8 million. The Company has a relatively limited operating history, and the revenue and income potential of the Company’s business and market are unproven. The Company has experienced net losses and negative cash flows from operations since its inception and, as of June 30, 2025, the Company had an accumulated deficit of $236.8 million. During the six months ended June 30, 2025, the Company incurred a net loss of $25.0 million and had negative cash flows from operating activities of $24.6 million. The Company will continue to incur significant costs and

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expenses related to its ongoing operations until it successfully develops, obtains regulatory approval for and gains market acceptance of a product candidate and achieves revenues adequate to support the Company’s operations.

From inception to June 30, 2025, the Company has funded its operations primarily with proceeds from the sale of convertible preferred stock and common stock, including in its IPO, as well as through revenues from its license and collaboration agreements. Based on its current operating plan, the Company estimates that its cash and cash equivalents as of June 30, 2025 will be sufficient to fund its operating expenses and capital expenditure requirements into the second quarter of 2026. However, the Company has based this estimate on assumptions that may prove to be wrong and could deplete its capital resources sooner than it currently expects. The Company’s capital resources will not be sufficient to fund operations through at least the next twelve months from the date that these condensed consolidated financial statements as of June 30, 2025 are issued based on its expected cash needs, which raises substantial doubt about the Company’s ability to continue as a going concern. As the Company continues to pursue its business plan, it expects to finance its operations through potential public or private equity offerings, debt financings or other capital sources, including current or potential future collaborations, licenses and other similar arrangements. However, there can be no assurance that any additional financing or strategic arrangements will be available to the Company on acceptable terms, if at all. If events or circumstances occur such that the Company does not obtain additional funding, it may be necessary to significantly reduce its scope of operations to reduce its rate of spending through actions such as reductions in staff and delaying, limiting, reducing or terminating product development or future commercialization efforts or grant rights to develop and market product candidates that it would otherwise prefer to develop and market itself, which could have a material adverse effect on the Company’s business, results of operations or financial condition.

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Use of Estimates

The preparation of its condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses in the condensed consolidated financial statements and the related disclosures in the accompanying notes. The Company bases its estimates on historical experience and various relevant assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods that are not readily apparent from other sources. Changes in estimates are recorded in the financial results of the period in which the new information becomes available. The actual results experienced may differ materially from the Company's estimates.

Restricted Cash

The Company includes its restricted cash balance in the cash, cash equivalents and restricted cash reconciliation of operating, investing and financing activities in the condensed consolidated statements of cash flows. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheets to the corresponding amounts shown in the condensed consolidated statements of cash flows (in thousands):


	June 30, 2025		December 31, 2024
Cash and cash equivalents	$	39,052	$	64,039
Restricted cash	1,624		1,624
Total cash, cash equivalents, and restricted cash	$	40,676	$	65,663

Comprehensive Loss

There were no differences between net loss and comprehensive loss presented in the condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024.

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Recently Issued Accounting Standards

Accounting standards not listed below were assessed and determined not to be applicable or are expected to have a minimal impact on the Company’s condensed consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (“Topic 740”): Improvements to Income Tax Disclosures. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The standard requires entities to disclose federal, state, and foreign income taxes in their rate reconciliation tables and elaborate on reconciling items that exceed a quantitative threshold. Additionally, it requires an annual disclosure of income taxes paid, net of refunds, categorized by jurisdiction based on a quantitative threshold. For public business entities, the guidance is effective for annual periods beginning after December 15, 2024. ASU 2023-09 will result in the required additional disclosures being included in the Company’s annual consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods. For public business entities, the guidance is effective for interim and annual periods beginning after December 15, 2026. Early adoption is permitted for annual consolidated financial statements that have not yet been issued or made available for issuance. The guidance may be applied on a prospective basis or retrospectively for all prior periods presented in the financial statements. ASU 2024-03 will result in the required additional disclosures being included in the Company’s consolidated financial statements once adopted.

2. Fair Value Measurements

The following tables present the financial instruments carried at fair value on a recurring basis as of June 30, 2025 and December 31, 2024, respectively, in accordance with the ASC 820 hierarchy (in thousands):


	Fair Value Measurements as of June 30, 2025
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	36,830	$	—	$	—	$	36,830


	Fair Value Measurements as of December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	60,819	$	—	$	—	$	60,819

The carrying amounts reflected in the condensed consolidated balance sheet for prepaid expenses and other current assets, accounts payable and accrued expenses and other liabilities are shown at their historical values, which approximate their fair values.

3. Other Balance Sheet Components

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

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	June 30, 2025		December 31, 2024
R&D expenses	$	832	$	979
Insurance expense	203		591
Software and subscriptions expense	442		337
Variable lease expense	118		118
Federal R&D tax credit receivable	106		108
Other	333		211
Total prepaid expenses and other current assets	$	2,034	$	2,344

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	June 30, 2025		December 31, 2024
Leasehold improvements	$	4,518	$	4,518
Laboratory equipment	4,664		4,078
Computer and software	938		969
Furniture and fixtures	524		524
Total property and equipment	10,644		10,089
Less: accumulated depreciation and amortization	(7,237)		(6,231)
Total property and equipment, net	$	3,407	$	3,858

The Company incurred depreciation and amortization expense of $0.4 million for each of the three months ended June 30, 2025 and 2024. The Company also incurred depreciation and amortization expense of $0.9 million for each of the six months ended June 30, 2025 and 2024. For each of the three and six months ended June 30, 2025 and 2024, depreciation and amortization expense included nominal finance lease right-of-use (“ROU”) asset amortization (see Note 4).

Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	June 30, 2025		December 31, 2024
Employee compensation and benefits	$	1,522	$	3,111
Professional fees	410		661
External R&D expenses	830		524
Other	108		537
Total accrued expenses	$	2,870	$	4,833

4. Commitments and Contingencies

Operating Leases

The Company continues to lease office and laboratory space in Cambridge, Massachusetts and Boulder, Colorado, which leases expire on June 30, 2027 and September 30, 2028, respectively. The table below summarizes the Company’s operating lease costs for the three and six months ended June 30, 2025 and 2024 (in thousands except for lease terms and borrowing rates):

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	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Operating lease costs:
Lease expense	$	609		$	609		$	1,218		$	1,218
Short-term lease expense	14			14			28			27
Variable lease expense	365			338			658			673
Total operating lease costs	$	988		$	961		$	1,904		$	1,918
Other information:
Operating cash flows used for operating leases	$	575		$	650		$	1,711		$	1,753
Weighted-average remaining lease term in years	2.2			3.2			2.2			3.2
Weighted-average incremental borrowing rate	6.73		%	6.72		%	6.73		%	6.72		%

Maturities of operating lease liabilities as of June 30, 2025 were as follows (in thousands):


2025 remaining	$	1,752
2026	3,558
2027	1,980
2028	264
Total lease payments	7,554
Less: amount representing imputed interest	(515)
Total future minimum lease obligations	$	7,039

Finance Leases

The Company leases certain specialized lab equipment under several finance lease agreements with maturities ranging from October 2028 to November 2028. The table below summarizes the Company’s finance lease costs for the three and six months ended June 30, 2025 and 2024 (in thousands except for lease terms and borrowing rates):


		Three Months Ended June 30,						Six Months Ended June 30,
	Classification	2025			2024			2025			2024
Finance lease costs:
Amortization of ROU assets	Depreciation and amortization	$	13		$	49		$	39		$	98
Interest on lease liabilities	Other expense	1			7			4			16
Total finance lease costs		$	14		$	56		$	43		$	114
Other information:
Operating cash flows used for finance leases		$	30		$	89		$	79		$	178
Weighted-average remaining lease term in years		3.3			1.7			3.3			1.7
Weighted-average incremental borrowing rate		7.74		%	8.19		%	7.74		%	8.19		%

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Maturities of finance lease liabilities as of June 30, 2025 were as follows (in thousands):


2025 remaining	$	31
2026	31
2027	31
Total lease payments	93
Less: amount representing imputed interest	(8)
Total future minimum lease obligations	$	85

Legal Proceedings

There are no matters currently outstanding for which any liabilities have been accrued or require disclosure.

5. Collaboration and License Agreements

In-License Agreements

Children’s Medical Center Corporation

In April 2018, the Company entered into a development and license agreement (the “CMCC Agreement”) with Children’s Medical Center Corporation (“CMCC”). The CMCC Agreement allows the Company to use CMCC’s proprietary intellectual property to conduct research, development and commercialization of products utilizing CMCC’s proprietary intellectual property in return for specified payments. The proprietary intellectual property licensed pursuant to this agreement is related to certain legacy programs the Company is not pursuing which were subsequently sublicensed to Fulcrum Therapeutics, Inc. (“Fulcrum”), as described below. As part of the CMCC Agreement, the Company issued a total of 15,123 shares of common stock to CMCC and its affiliates based on the fair value of the common stock on the date of issuance.

The Company is obligated to pay potential development milestone payments under the terms of the CMCC Agreement of up to $7.7 million for the first licensed target, $3.9 million for the second licensed target and $1.9 million for the third licensed target upon the achievement of certain specified contingent events. If commercial sales of a licensed product commence, the Company will pay CMCC royalties at percentage rates ranging in the low- to mid-single digits on net sales of licensed products in countries where such product is protected by patent rights. The Company incurred de minimis royalties owed to CMCC for each of the three and six months ended June 30, 2025 and 2024 under the CMCC Agreement and recorded the amounts in R&D expense in the condensed consolidated statements of operations and comprehensive loss. In May 2025, the Company received a $0.6 million milestone payment pursuant to the Fulcrum Agreement, which is in part, a sublicense of rights granted to the Company under the CMCC Agreement. For the three and six months ended June 30, 2025, the Company incurred a ten percent sublicense fee on the $0.6 million Fulcrum milestone under the CMCC Agreement. No such sublicense fee was incurred during the three and six months ended June 30, 2024.

The Company re-evaluates the likelihood of achieving future milestones under the CMCC Agreement at the end of each reporting period. As of June 30, 2025, the Company determined that the likelihood of achieving future milestones under the CMCC Agreement was not probable.

Whitehead Institute for Biomedical Research

In October 2019, the Company entered into a patent license agreement (as subsequently amended, the “Whitehead Agreement”) with the Whitehead Institute for Biomedical Research (“Whitehead”). Under the Whitehead Agreement, the Company was granted a worldwide, royalty-bearing, sublicensable license under certain patent rights owned or controlled by Whitehead. Upon entering into the Whitehead Agreement, the Company paid an initial $0.1 million license issuance fee and has paid de minimis additional fees in connection with subsequent amendments to the Whitehead Agreement. In addition, the Company is obligated to pay certain filing, prosecution and maintenance fees with respect to certain patent rights licensed.

The Company is also obligated to pay potential development milestone payments to Whitehead of up to $1.9 million upon the achievement of certain specified contingent events. In addition, if the Company successfully

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commercializes a product under the Whitehead Agreement, it is obligated to pay tiered royalties at percentage rates ranging from less than one percent to the mid-single digits of net sales or of running royalties of net sales, subject to specified reductions, until either the last-to-expire valid claim of a Whitehead patent covering the product or seven years after the first commercial sale, in each case on a product-by-product and country-by-country basis.

The Company incurred de minimis fees under the Whitehead Agreement for each of the three and six months ended June 30, 2025 and 2024. These fees are recorded in R&D expense in the Company’s condensed consolidated statements of operations and comprehensive loss.

Sublicense Agreement

Fulcrum Therapeutics, Inc.

In July 2023, the Company entered into a license agreement (the “Fulcrum Agreement”) with Fulcrum. Under the Fulcrum Agreement, the Company granted an exclusive license related to the Company’s intellectual property (“IP”) and granted a non-exclusive sublicense for IP obtained through the CMCC Agreement. In exchange for the license rights, Fulcrum paid the Company a $0.4 million upfront payment. In the event that Fulcrum achieves certain development and commercial milestones, Fulcrum is obligated to pay the Company one-time milestone payments ranging from $0.6 million to $20.0 million, depending on the product and milestone achieved. In addition, under the Fulcrum Agreement there are potential de minimis minimum annual royalty payments as well as sales-based royalties of up to the low-double digits upon commercialization.

The Company assessed this arrangement in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), and concluded that the contract counterparty, Fulcrum, is a customer. In accordance with ASC 606, the Company determined that there is one performance obligation in the Fulcrum Agreement, consisting of the exclusive and non-exclusive license rights granted to Fulcrum. The transaction price was comprised of the fixed consideration of $0.4 million and was recognized upon transfer of control of the licenses at a point in time upon contract execution. The arrangement includes significant variable consideration primarily in the form of milestone payments, which was fully constrained at the inception of the contract. All variable consideration is remeasured and reassessed each reporting period. As of and for the three and six months ended June 30, 2025 and 2024, the Company determined the remaining variable consideration was fully constrained.

The sales-based royalty fee qualifies for the royalty constraint exception and does not require an estimate of the future transaction price.

In May 2025, the Company received a $0.6 million milestone payment pursuant to the Fulcrum Agreement. As of the effective date of the Fulcrum Agreement, this milestone was considered fully constrained variable consideration under ASC 606. The Company included $0.6 million in the transaction price and recognized $0.6 million as research and collaboration revenue for the three and six months ended June 30, 2025. No such research and collaboration revenue was recorded under the Fulcrum agreement for the three and six months ended June 30, 2024.

All variable consideration is remeasured and reassessed each reporting period. As of and for the three and six months ended June 30, 2025 and 2024, the Company determined all other remaining variable consideration was fully constrained.

Collaborative Arrangement

Eli Lilly and Company

In July 2023, the Company executed a Material Transfer Agreement (as subsequently amended, the “MTA”) with Eli Lilly and Company (“Eli Lilly”). As part of the MTA, the Company and Eli Lilly agreed to perform R&D activities to generate up to three antisense oligonucleotides (“ASOs”) in accordance with a prescribed workplan. The Company evaluated the MTA under ASC 808 and concluded that it is a collaboration arrangement. The Company and Eli Lilly are jointly overseeing the R&D activities under the MTA. In addition, both parties are exposed to significant risks and potential rewards under the MTA. For the three months ended June 30, 2025 and 2024, the Company recorded de minimis amounts, respectively, as a reduction in R&D expense in the condensed consolidated statement of operations and comprehensive loss as a result of the earned R&D reimbursement from Eli Lilly. For the six months ended June 30, 2025 and 2024, the Company recorded $0.1 million and $0.2 million, respectively, as a reduction in R&D expense in the condensed

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consolidated statement of operations and comprehensive loss as a result of the earned R&D reimbursement from Eli Lilly. Additionally, the Company had an unbilled receivable of less than $0.1 million and $0.1 million recorded within prepaid expenses and other current assets on the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024, respectively.

Research and Collaboration Arrangement

BioMarin Pharmaceutical Inc.

In September 2024, the Company entered into a Collaboration and License Agreement (the “BioMarin Agreement”) with BioMarin Pharmaceutical Inc. (“BioMarin”). Under the terms of the BioMarin Agreement, BioMarin paid the Company an upfront, nonrefundable payment of $1.0 million, and will reimburse the Company for certain research activities. On a per-program basis, the Company will be eligible to receive up to $5.0 million in future contingent preclinical milestones, up to $75.0 million in future contingent development and regulatory milestones and up to $105.0 million in commercial sales milestones. The Company will be further eligible to receive tiered royalties at percentage rates ranging from the low to high single digits of net sales, subject to specified reductions, until either the last-to-expire valid claim of a patent covering the product, ten years after the first commercial sale, or the expiration of any applicable regulatory exclusivity obtained for the product, in each case on a product-by-product and country-by-country basis. The agreement may be terminated in its entirety or on a program-by-program basis for convenience by BioMarin. The agreement may also be terminated by either the Company or BioMarin under certain other circumstances, including material breach, as set forth in the agreement. The notice periods for termination provisions range from 30 days to 270 days depending on the reason for termination.

The Company assessed this arrangement in accordance with ASC 606 and concluded that BioMarin is a customer and there is one performance obligation, consisting of a bundle of R&D activities and license right grants. The performance obligation also includes participation in a joint steering committee, the grant of an exclusive license to BioMarin, the grant of a non-exclusive license to the data resulting from the R&D activities, performing the R&D activities in accordance with the contractual work plan, and providing quarterly progress reports. The transaction price was comprised of fixed consideration of $3.8 million and will be recognized over time based upon a cost-to-cost method. Any deferred revenue recorded will be classified as short-term. The Company believes this work will be completed within 12 months of contract execution and the related revenue will be recognized over that period.

The arrangement includes significant variable consideration primarily in the form of milestone payments, which is fully constrained at the inception of the contract. All variable consideration is remeasured and reassessed each reporting period. As of and for the three and six months ended June 30, 2025, the Company determined the variable consideration was fully constrained.

For the three and six months ended June 30, 2025, the Company recognized $0.9 million and $1.8 million in collaboration revenue under the BioMarin Agreement, respectively. Additionally, the Company had an unbilled receivable of $0.3 million as of June 30, 2025 and deferred revenue of $0.3 million as of December 31, 2024 recorded on the consolidated balance sheet, respectively.

6. Stockholders’ Equity

Common and Preferred Stock

The Company’s amended and restated certificate of incorporation authorizes the issuance of up to 175,000,000 shares of $0.0001 par value common stock and up to 25,000,000 shares of $0.0001 par value undesignated preferred stock. The Board may designate the rights, preferences, privileges, and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, and number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on the Company’s common stock, diluting the voting power of the Company’s common stock, impairing the liquidation rights of the Company’s common stock, or delaying or preventing a change in control. As of June 30, 2025, no shares of preferred stock were outstanding.

Each share of common stock entitles the holder to one vote, together with the holders of any preferred stock, on all matters submitted to the stockholders for a vote. Common stockholders are also entitled to receive dividends. As of June 30, 2025, no cash dividends have been declared or paid.

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Reserved Shares

As of June 30, 2025, the Company has reserved the following shares of common stock for future issuance:


Shares reserved for future issuance under the 2024 Equity Incentive and Employee Stock Purchase Plan			2,184,239
Stock options outstanding			2,995,094

Warrants			142
Total			5,179,475

7. Stock-Based Compensation

2024 Equity Incentive Plan

In October 2024, the Company adopted the 2024 Equity Incentive Plan (the “2024 Plan”), which became effective in connection with the Company’s IPO. The 2024 Plan provides for the grant of stock options, stock appreciation rights, restricted and unrestricted stock awards, restricted stock unit awards, and other stock-based awards to employees, directors, and non-employee service providers of the Company.

Awards granted under the 2024 Plan expire no later than ten years from the date of grant. The price of stock options shall not be less than 100% of the estimated fair value on the date of grant and typically vest over a four-year period, although awards may be granted with different vesting terms. The 2024 Plan initially reserved 2,143,039 shares of common stock for the issuance of future awards and provides for an automatic annual increase in the number of shares of common stock reserved for future issuance by the lesser of (i) 5% of the number of shares of the Company’s common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Company’s Board of Directors on or prior to such date for such year. Pursuant to the terms of the 2024 Plan, an additional 604,832 shares of common stock were added to the number of available shares, effective January 1, 2025. As of June 30, 2025, there were 1,768,326 shares of common stock reserved and available for issuance pursuant to the 2024 Plan.

2024 Employee Stock Purchase Plan

In October 2024, the Company adopted the 2024 Employee Stock Purchase Plan (the “2024 ESPP”), which became effective in connection with the Company’s IPO. The 2024 ESPP initially reserved 214,303 shares of common stock for the issuance of future awards and provides for an automatic annual increase in the number of shares of common stock reserved for future issuance by the lesser of (1) 1% of the number of shares of the Company’s common stock outstanding as of the close of business on the immediately preceding December 31 and (2) the number of shares determined by the Company’s Board of Directors on or prior to such date for such year. Pursuant to the terms of the 2024 ESPP, an additional 201,610 shares of common stock were added to the number of available shares, effective January 1, 2025. As of June 30, 2025, there were 415,913 shares of common stock reserved and available for issuance pursuant to the 2024 ESPP.

The 2024 ESPP permits eligible employees to enroll in six-month offering periods. Participants may purchase shares of the Company’s common stock, through payroll deductions, at a price equal to 85% of the fair market value of the common stock on the first or last day of the applicable offering period, whichever is lower. Purchase dates under the 2024 ESPP occur on or around January 1 and July 1 each year. As of June 30, 2025, there have been no offering periods.

2016 Equity Incentive Plan

In 2016, the Company adopted the Marauder Therapeutics, Inc. 2016 Stock Option and Grant Plan (the “2016 Plan”) that provided for the grant of stock options, restricted stock units, and other stock-based awards to employees, directors, and non-employee service providers of the Company. The 2016 Plan was suspended in connection with the Company’s IPO and no further grants will be made. The 2016 Plan continues to govern the terms and conditions of outstanding awards granted under the 2016 Plan.

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Stock Option Activity

The following table summarizes stock option activity for the six months ended June 30, 2025 (in thousands, except share and per share amounts):


	Number of outstanding options	Weighted average exercise price		Weighted average remaining contractual term in years	Aggregate intrinsic value
Balance as of December 31, 2024	2,119,425	$	7.87	7.98	$	751
Granted	948,446	$	3.72
Forfeited/Cancelled	(72,776)	$	6.66
Exercises	(1)	$	2.12		$	—
Balance as of June 30, 2025	2,995,094	$	6.58	7.96	$	—
Vested and expected to vest as of June 30, 2025	2,995,094	$	6.58	7.96	$	—
Exercisable as of June 30, 2025	1,393,408	$	7.02	6.65	$	—

Restricted Stock Award Activity

A summary of restricted stock award activity for the six months ended June 30, 2025 is as follows:


	Number of shares	Weighted average fair value
Unvested as of December 31, 2024	15,943	$	1.75
Vested	(15,943)	$	1.75
Unvested as of June 30, 2025	—	$	—

All restricted common stock awards were initially issued at a price determined to be fair value on the date of grant. The Company recognizes forfeitures of restricted common stock as they occur. As of June 30, 2025, all outstanding restricted common stock awards were fully vested.

Stock-Based Compensation Expense

The following table presents the components and classification of stock-based compensation expense for the three and six months ended June 30, 2025 and 2024 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Options	$	999	$	756	$	1,829	$	1,581
Restricted stock awards	3		30		34		61

Total	$	1,002	$	786	$	1,863	$	1,642

Research and development	$	488	$	399	$	963	$	905
General and administrative	514		387		900		737
Total	$	1,002	$	786	$	1,863	$	1,642

The Company has an aggregate $7.0 million of gross unrecognized stock-based compensation expense as of June 30, 2025 remaining to be recognized over a weighted average period of 6.3 years.

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8. Income Taxes

No provision for federal, state, or foreign income taxes has been recorded for the three and six months ended June 30, 2025 and 2024 and the effective tax rate was zero. The Company has incurred net operating losses for all the periods presented and has not reflected any benefit for such net operating loss carryforwards in the accompanying condensed consolidated financial statements due to uncertainty around utilizing these tax attributes within their respective carryforward periods. The Company has recorded a full valuation allowance against its deferred tax assets as it is more likely than not that such assets will not be realized in the near future.

The Company had no reserves related to uncertain tax positions as of June 30, 2025 and December 31, 2024. For the three and six months ended June 30, 2025 and 2024, the Company has not recognized any potential interest or penalties. The Company is not currently subject to any tax assessment from an income tax examination in the U.S. or any other taxing jurisdiction.

On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was enacted in the United States. The OBBBA includes significant changes to the federal tax law that may impact the Company. As the legislation was not signed into law until the Company's third quarter of 2025, the impacts, if any, are not included in its operating results for the three and six months ended June 30, 2025. The Company will evaluate the impact of the newly enacted tax law and its impact on the Company's forecasted annual effective tax rate in subsequent periods as required.

9. Segment Reporting

The Company manages its business activities on a consolidated basis and operates as a single operating segment, R&D, which engages in the business of developing a new class of RNA-targeting therapeutics to treat a broad range of genetic diseases. The Company’s operations are primarily in the United States. The chief operating decision maker does not review assets in evaluating the results and therefore, such information is not presented.

The operating financial results of the Company’s R&D segment for the three and six months ended June 30, 2025 and 2024 are as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue	$	1,497	$	—	$	2,355	$	—
Less: Significant segment expenses
Personnel-related expenses	5,593		4,874		10,779		9,554
Clinical and preclinical expenses	4,710		4,320		9,189		8,694
Facilities-related and overhead	2,022		1,809		3,998		3,718
Professional and consulting fees	1,584		1,294		3,186		2,815
Corporate expenses	456		255		1,037		496
Travel and entertainment	160		110		294		260
Plus: Other segment income	441		86		1,108		509
Segment net loss	$	(12,587)	$	(

SEC Form 10-Q filed by CAMP4 Therapeutics Corporation