Camp4 Therapeutics Corp

Previous wording

The following discussion and analysis of our financial condition and results of operations and the unaudited interim condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q (the “Quarterly Report”) should be read in conjunction with the audited financial statements and related notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2026 (the “2025 Form 10-K”). This discussion and analysis and other parts of this Quarterly Report contain forward-looking statements. Our actual results and the timing of selected events could differ materially from those described in or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the sections of this Quarterly Report titled “Special Note Regarding Forward-Looking Statements,” and those risk factors described in “Part I, Item 1A, Risk Factors” of our 2025 Form 10-K and in “Part II, Item 1A, Risk Factors” in this Quarterly Report.

Current wording

The following discussion and analysis of our financial condition and results of operations and the unaudited interim condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q (the “Quarterly Report”) should be read in conjunction with the audited financial statements and related notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2026 (the “2025 Form 10-K”). This discussion and analysis and other parts of this Quarterly Report contain forward-looking statements. Our actual results and the timing of selected events could differ materially from those described in or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the sections of this Quarterly Report titled “Special Note Regarding Forward-Looking Statements and Industry Data,” and those risk factors described in “Part I, Item 1A, Risk Factors” of our 2025 Form 10-K and in “Part II, Item 1A, Risk Factors” in this Quarterly Report.

Previous wording

CMP-002 is a novel, intrathecally delivered antisense oligonucleotide (“ASO”) designed to target the SYNGAP1 gene at the transcriptional level to increase gene expression, which may increase SYNGAP protein levels in amounts sufficient to yield therapeutic benefit. In preclinical studies, intracerebroventricular injection of CMP-002 restored SYNGAP protein levels to near normal range in haploinsufficient mice carrying a single copy of the human SYNGAP1 gene after a single dose and rescued motor defects and spatial learning defects following two doses. In addition, biweekly intrathecal injections of CMP-002 in cynomolgus monkeys were well tolerated and significantly increased SYNGAP protein levels across multiple brain regions clinically relevant to the disease, with dose-linear increases of CMP-002 in disease-relevant brain regions. We have submitted our first regulatory filing in Australia to enable initiation of a clinical trial in individuals with SYNGAP1, with additional global regulatory filings planned in 2026. Pending regulatory clearance, we intend to initiate the global Phase 1/2 clinical trial in the second half of 2026.

Current wording

CMP-002 is a novel, intrathecally delivered antisense oligonucleotide (“ASO”) designed to target the SYNGAP1 gene at the transcriptional level to increase gene expression, which may increase SYNGAP protein levels in amounts sufficient to yield therapeutic benefit. In preclinical studies, intracerebroventricular injection of CMP-002 restored SYNGAP protein levels to near normal range in haploinsufficient mice carrying a single copy of the human SYNGAP1 gene after a single dose and rescued motor defects and spatial learning defects following two doses. A single dose of CMP-002 also produced a statistically significant improvement in both seizure threshold and severity of chemically induced tonic-clonic seizures in SYNGAP1 haploinsufficient mice, suggesting the potential for therapeutic benefit across both the neurodevelopmental and seizure phenotypes that characterize SYNGAP1-related disorder. In addition, biweekly intrathecal injections of CMP-002 in cynomolgus monkeys were well tolerated and significantly increased SYNGAP protein levels across multiple brain regions clinically relevant to the disease, with dose-linear increases of CMP-002 in disease-relevant brain regions. We have received clearance from Australia’s Therapeutic Goods Administration and Argentina’s Administración Nacional de Medicamentos, Alimentos y Tecnología Médica to initiate our Phase 1/2 clinical trial of CMP-002 in individuals with SYNGAP1, and we have submitted additional regulatory filings in the European Union and United Kingdom to support broader enrollment across multiple sites. We intend to initiate the Phase 1/2 clinical trial in the fourth quarter of 2026.

Previous wording

Our primary therapeutic focus is on diseases of the central nervous system (“CNS”), where there are numerous rare and prevalent haploinsufficient diseases with no approved treatments for which a modest increase in protein expression has the potential to be clinically meaningful. In addition to our SYNGAP1 program, we are advancing discovery programs in other DEE indications. We also intend to leverage strategic discovery partnerships, including our research, collaboration, and license agreement with GlaxoSmithKline, to extend the application of our RAP Platform beyond the CNS and validate our approach to gene upregulation in additional tissues and disease areas.

Current wording

Our primary therapeutic focus is on diseases of the central nervous system (“CNS”), where there are numerous rare and prevalent haploinsufficient diseases with no approved treatments for which a modest increase in protein expression has the potential to be clinically meaningful. In addition to our SYNGAP1 program, we are advancing discovery programs in other CNS indications. We also intend to leverage strategic discovery partnerships, including our research, collaboration, and license agreement with GlaxoSmithKline, to extend the application of our RAP Platform beyond the CNS and validate our approach to gene upregulation in additional tissues and disease areas.

Previous wording

Since our inception in 2015, we have focused substantially all of our resources primarily on developing our RAP Platform, identifying, developing and progressing our product candidates through preclinical and clinical development, organizing and staffing our company, conducting research and development (“R&D”) activities, establishing and protecting our intellectual property portfolio, and raising capital. To date, we have primarily funded our operations with proceeds from the sale of convertible preferred stock and common stock, including pursuant to an underwritten offering completed in December 2025, a private placement of our common stock and pre-funded warrants, the initial closing of which occurred in September 2025 (the “September 2025 private placement”), and our initial public offering (“IPO”), which closed on

Current wording

Since our inception in 2015, we have focused substantially all of our resources primarily on developing our RAP Platform, identifying, developing and progressing our product candidates through preclinical and clinical development, organizing and staffing our company, conducting research and development (“R&D”) activities, establishing and protecting our intellectual property portfolio, and raising capital. To date, we have primarily funded our operations with proceeds from the sale of convertible preferred stock and common stock, including pursuant to an underwritten offering completed in December 2025, a private placement of our common stock and pre-funded warrants (the “Private Placement”), the initial closing of which occurred in September 2025 (the “Initial Closing”), and the second closing of which occurred in August 2026 (the “Second Closing”), and our initial public offering (“IPO”), which closed on October 15, 2024, as well as through revenues from our license and collaboration agreements. Through June 30, 2026, we have received net proceeds of $28.1 million from our December 2025 underwritten offering, $46.7 million from the Initial Closing of the Private Placement, $72.4 million from our IPO and $188.3 million from the sale of our convertible preferred stock prior to our IPO. In addition, through June 30, 2026, we have recognized $24.6 million in research collaboration and license revenue through our development and license agreements. Subsequent to June 30, 2026, we received net proceeds of $46.9 from the Second Closing of the Private Placement. Our ability to generate any product revenue and, in particular, our ability to generate product revenue sufficient to achieve profitability, will depend on the successful development and eventual commercialization of product candidates.

Previous wording

We have incurred significant operating losses and negative cash flows from operations since our inception. Our net losses were $18.3 million and $12.4 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, we had an accumulated deficit of $310.5 million. Substantially all our net losses have resulted from costs incurred in connection with our R&D programs and, to a lesser extent, from general and administrative (“G&A”) costs associated with our operations. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical trials and preclinical studies, our other R&D activities and capital expenditures, and the timing and amount of any milestone or royalty payments due under our existing or future license or collaboration agreements. In addition, we incur additional costs associated with operating as a public company, including significant legal, audit, accounting, regulatory and tax-related services associated with maintaining compliance with exchange listing and requirements of the Securities and Exchange Commission (“SEC”), director and officer liability insurance costs, investor and public relations costs, and other expenses that we did not incur as a private company. If we obtain regulatory approval for our product candidates, we expect to incur significant expenses related to developing our commercialization capability to support product sales, marketing and distribution.

Current wording

We have incurred significant operating losses and negative cash flows from operations since our inception. Our net losses were $51.9 million and $25.0 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, we had an accumulated deficit of $344.0 million. Substantially all our net losses have resulted from costs incurred in connection with our R&D programs and, to a lesser extent, from general and administrative (“G&A”) costs associated with our operations. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical trials and preclinical studies, our other R&D activities and capital expenditures, and the timing and amount of any milestone or royalty payments due under our existing or future license or collaboration agreements. In addition, we incur additional costs associated with operating as a public company, including significant legal, audit, accounting, regulatory and tax-related services associated with maintaining compliance with exchange listing and requirements of the Securities and Exchange Commission (“SEC”), director and officer liability insurance costs, investor and public relations costs, and other expenses that we did not incur as a private company. If we obtain regulatory approval for our product candidates, we expect to incur significant expenses related to developing our commercialization capability to support product sales, marketing and distribution.

Previous wording

As of March 31, 2026, we had cash and cash equivalents of $99.2 million. Based on our current operating plan, we estimate that our cash and cash equivalents as of March 31, 2026 will be sufficient to fund our operating expenses and capital expenditure requirements into 2028. However, we have based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we currently expect. See the sections titled “—Liquidity and Capital Resources” and “Risk Factors—Risks Related to our Financial Position and Need for Additional Capital” included in our 2025 Form 10-K.

Current wording

As of June 30, 2026, we had cash and cash equivalents of $86.4 million. Based on our current operating plan, we estimate that our cash and cash equivalents as of June 30, 2026, together with the net proceeds of $46.9 million received from the Second Closing under the Purchase Agreement in August 2026, will be sufficient to fund our operating expenses and capital expenditure requirements through the end of 2028. However, we have based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we currently expect. See the sections titled “—Liquidity and Capital Resources” and “Risk Factors—Risks Related to our Financial Position and Need for Additional Capital” included in our 2025 Form 10-K.

Previous wording

We do not own or operate and currently have no plans to establish any manufacturing facilities. We rely, and expect to continue to rely, on third parties for clinical supply as well as commercial supply if we obtain marketing approval. In addition, we rely on third parties to package, label, store, and distribute our clinical supply and we intend to rely on third parties to conduct the same activities for our commercial products if we obtain regulatory approval. We believe that this strategy allows us to maintain a more efficient infrastructure by eliminating the need for us to invest in our own manufacturing facilities, equipment, and personnel while also enabling us to focus our expertise and resources on the development of product candidates and continued enhancement of our RAP Platform.

Current wording

We do not own or operate and currently have no plans to establish any manufacturing facilities. We rely, and expect to continue to rely, on third parties for preclinical and clinical supply as well as commercial supply if we obtain marketing approval. In addition, we rely on third parties to package, label, store, and distribute our clinical supply and we intend to rely on third parties to conduct the same activities for our commercial products if we obtain regulatory approval. We believe that this strategy allows us to maintain a more efficient infrastructure by eliminating the need for us to invest in our own manufacturing facilities, equipment, and personnel while also enabling us to focus our expertise and resources on the development of product candidates and continued enhancement of our RAP Platform.

Previous wording

R&D expenses were $10.2 million for the three months ended March 31, 2026, compared to $10.1 million for the three months ended March 31, 2025. The nominal increase was primarily driven by higher personnel-related costs of $0.3 million due to increased stock-based compensation expense and higher clinical and preclinical costs of $0.2 million as we continue to advance CMP-002, including entering into contractual obligations with a contract research organization for services related to our planned Phase 1/2 clinical trial. These increases were partially offset by a decrease of $0.5 million in professional and consulting fees.

Current wording

R&D expenses were $10.8 million for the three months ended June 30, 2026, compared to $10.3 million for the three months ended June 30, 2025. The increase of $0.5 million was primarily driven by higher personnel-related costs of $0.5 million due to increased stock-based compensation expense and an increase of $0.4 million in clinical and preclinical costs as we continue to advance CMP-002, including entering into contractual obligations with a contract research organization for services related to our planned Phase 1/2 clinical trial. These increases were partially offset by decreases of $0.2 million in professional and consulting fees and $0.1 million in facilities-related and overhead expense.

Previous wording

Other (expense) income, net for the three months ended March 31, 2026 was a $5.3 million expense, compared to $0.7 million of income for the three months ended March 31, 2025. The change was primarily due to a $6.2 million non-cash expense for the change in fair value of our derivative tranche liability associated with the Second Closing of our Private Placement. This expense was partially offset by a $0.3 million increase in interest income due to higher average invested cash balances during the three months ended March 31, 2026.

Current wording

Other (expense) income, net for the three months ended June 30, 2026 was a $20.2 million expense, compared to $0.4 million of income for the three months ended June 30, 2025. The change was primarily due to a $20.9 million non-cash expense for the change in fair value of our derivative tranche liability associated with the Second Closing of the Private Placement. The derivative tranche liability was subsequently settled in connection with the Second Closing, which occurred on August 3, 2026. This expense was partially offset by a $0.4 million increase in interest income due to higher average invested cash balances during the three months ended June 30, 2026.

Previous wording

We recognized $1.3 million in research and collaboration revenue during the three months ended March 31, 2026, compared to $0.9 million during the three months ended March 31, 2025. Research and collaboration revenue recognized in the three months ended March 31, 2026 primarily related to our Research, Collaboration and License Agreement with GlaxoSmithKline Intellectual Property (No. 3) Limited (“GSK”) and research and collaboration revenue recognized in the three months ended March 31, 2025 related to our Collaboration and License Agreement with BioMarin.

Current wording

We recognized $3.1 million in research and collaboration revenue during the six months ended June 30, 2026, compared to $2.4 million during the six months ended June 30, 2025. Research and collaboration revenue recognized in the six months ended June 30, 2026 primarily related to our Research, Collaboration and License Agreement with GSK. Research and collaboration revenue recognized in the six months ended June 30, 2025 included $1.8 million related to our Collaboration and License Agreement with BioMarin and a $0.6 million milestone payment earned under the Fulcrum Agreement.

Previous wording

G&A expenses were $4.2 million for the three months ended March 31, 2026, compared to $3.8 million for the three months ended March 31, 2025. The increase of $0.4 million was primarily driven by personnel-related costs of $0.4 million due to increased stock-based compensation expense and an increase of $0.3 million in professional and consulting fees related to audit and tax costs. These increases were partially offset by a decrease of $0.2 million in facilities and overhead expenses due to the rent abatement period starting in October 2025 associated with the December 2025 lease modification and a decrease of $0.1 million due to a reduction in state franchise taxes.

Current wording

G&A expenses were $8.5 million for the six months ended June 30, 2026, compared to $8.0 million for the six months ended June 30, 2025. The increase of $0.6 million was primarily driven by personnel-related costs of $0.5 million due to increased stock-based compensation expense and an increase of $0.3 million in professional and consulting fees. These increases were partially offset by a decrease of $0.4 million in facilities and overhead expenses due to the rent abatement period associated with the December 2025 lease modification starting in October 2025.

Previous wording

In connection with the filing of the Shelf Registration Statement, we also entered into a sales agreement (the “Sales Agreement”) with Leerink Partners LLC, as sales agent, pursuant to which we may issue and sell shares of our common stock for a maximum aggregate offering price of up to $100.0 million, which is included in the $300.0 million of securities that may be offered pursuant to the Shelf Registration Statement. Pursuant to the Sales Agreement, we will pay the sales agent a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of our common stock. We are not obligated to make any sales of shares of our common stock under the Sales Agreement. During the three months ended March 31, 2026 and the year ended December 31, 2025, we did not issue any shares of our common stock under the Sales Agreement.

Current wording

In connection with the filing of the Shelf Registration Statement, we also entered into a sales agreement (the “Sales Agreement”) with Leerink Partners LLC, as sales agent, pursuant to which we may issue and sell shares of our common stock for a maximum aggregate offering price of up to $100.0 million, which is included in the $300.0 million of securities that may be offered pursuant to the Shelf Registration Statement. Pursuant to the Sales Agreement, we will pay the sales agent a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of our common stock. We are not obligated to make any sales of shares of our common stock under the Sales Agreement. During the three and six months ended June 30, 2026 and the year ended December 31, 2025, we did not issue any shares of our common stock under the Sales Agreement.

Previous wording

As of March 31, 2026, we had cash and cash equivalents of $99.2 million. Based on our current operating plan, we estimate that our cash and cash equivalents as of March 31, 2026 will be sufficient to fund our operating expenses and capital expenditure requirements into 2028. However, we have based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we currently expect. Our future viability is dependent on our ability to generate cash from our operating activities or to raise additional capital to finance our operations. There is no assurance that we will succeed in obtaining sufficient funding on terms acceptable to us to fund continuing operations, if at all.

Current wording

As of June 30, 2026, we had cash and cash equivalents of $86.4 million. Based on our current operating plan, we estimate that our cash and cash equivalents as of June 30, 2026, together with the net proceeds of $46.9 million received from the Second Closing under the Purchase Agreement in August 2026, will be sufficient to fund our operating expenses and capital expenditure requirements through the end of 2028. However, we have based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we currently expect. Our future viability is dependent on our ability to generate cash from our operating activities or to raise additional capital to finance our operations. There is no assurance that we will succeed in obtaining sufficient funding on terms acceptable to us to fund continuing operations, if at all.

Previous wording

The following table provides information regarding our cash flows for the three months ended March 31, 2026 and 2025 (in thousands):

Current wording

The following table provides information regarding our cash flows for the six months ended June 30, 2026 and 2025 (in thousands):

Previous wording

During the three months ended March 31, 2026, operating activities used $11.0 million of cash, primarily resulting from our net loss of $18.3 million, and net cash used in changes in our operating assets and liabilities of $0.9 million, partially offset by non-cash charges of $8.2 million, including stock-based compensation expense, loss from the change in fair value of our derivative tranche liability, non-cash operating lease expense, and depreciation and amortization.

Current wording

During the six months ended June 30, 2026, operating activities used $23.7 million of cash, primarily resulting from our net loss of $51.9 million and the timing of working capital fluctuations of $3.5 million, partially offset by non-cash charges of $31.7 million, including stock-based compensation expense, loss from the change in fair value of our derivative tranche liability, non-cash operating lease expense, and depreciation and amortization.

Previous wording

During the three months ended March 31, 2025, operating activities used $14.3 million of cash, primarily resulting from our net loss of $12.4 million and net cash used in changes in our operating assets and liabilities of $3.7 million, partially offset by non-cash charges of $1.9 million, including stock-based compensation expense, non-cash operating lease expense, and depreciation and amortization.

Current wording

During the six months ended June 30, 2025, operating activities used $24.6 million of cash, primarily resulting from our net loss of $25.0 million and the timing of working capital fluctuations of $3.3 million, partially offset by non-cash charges of $3.7 million, including stock-based compensation expense, non-cash operating lease expense, and depreciation and amortization.

Previous wording

In each of the three months ended March 31, 2026 and 2025, cash used in operations was primarily related to clinical and preclinical efforts, compensation and benefits for our employees, consulting and other professional fees, and rent for our Cambridge and Boulder leases.

Current wording

In each of the six months ended June 30, 2026 and 2025, cash used in operations was primarily related to clinical and preclinical efforts, compensation and benefits for our employees, consulting and other professional fees, and rent and overhead for our Cambridge and Boulder leases.

Previous wording

During the three months ended March 31, 2025, net cash used in investing activities was $0.3 million, due to purchases of property and equipment.

Current wording

During the six months ended June 30, 2026 and 2025, net cash used in investing activities was $0.1 million and $0.3 million, respectively, due to purchases of property and equipment.

Previous wording

During the three months ended March 31, 2026, net cash provided by financing activities was $0.1 million, consisting primarily of proceeds from the exercise of stock options and issuance of common stock under the 2024 Employee Stock Purchase Plan.

Current wording

During the six months ended June 30, 2026, net cash provided by financing activities was $0.1 million, consisting of proceeds from the exercise of stock options and issuance of common stock under the 2024 Employee Stock Purchase Plan.

Previous wording

During the three months ended March 31, 2025, net cash used by financing activities was $0.2 million, consisting primarily of principal payments on finance leases.

Current wording

During the six months ended June 30, 2025, net cash used in financing activities was $0.1 million, consisting of principal payments on finance leases.

Previous wording

There have been no significant changes to our critical accounting estimates in the preparation of our condensed consolidated financial statements during the three months ended March 31, 2026 compared to those disclosed in our 2025 Form 10-K.

Current wording

There have been no significant changes to our critical accounting estimates in the preparation of our condensed consolidated financial statements during the six months ended June 30, 2026 compared to those disclosed in our 2025 Form 10-K.