CADL / Candel Therapeutics, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

TENANT: LANDLORD: SECRETARY’S CERTIFICATE ATTEST

Exhibit 10.1 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. FIRST AMENDMENT OF LEASE THIS FIRST AMENDMENT OF LEASE (this “Amendment”) is entered into as of August 18

FORM 8-K Item 1.01 Entry into a Material Definitive Agreement. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2025 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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 OR ☐ 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: 001-40629 CANDEL THE

Form of Subordinated Indenture between Registrant and one or more trustees to be named

EX-4.12 Exhibit 4.12 CANDEL THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 202[•] Subordinated Debt Securities TABLE OF CONTENTS(1) Page Article 1 DEFINITIONS 1   Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities

As filed with the Securities and Exchange Commission on August 14, 2025

S-3 Table of Contents As filed with the Securities and Exchange Commission on August 14, 2025 Registration No.

Filing Fee Table

Calculation of Filing Fee Tables S-3 Candel Therapeutics, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward I

Form of Senior Indenture between Registrant and one or more trustees to be named

EX-4.11 Exhibit 4.11 CANDEL THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 202[•] Senior Debt Securities TABLE OF CONTENTS1 Page Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5   Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Tru

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commissi

Amended and Restated Open Market Sale AgreementSM, dated as of August 14, 2025, between the Registrant and Jefferies LLC

EX-1.2 Exhibit 1.2 AMENDED AND RESTATED OPEN MARKET SALE AGREEMENTSM August 14, 2025 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Candel Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), s

Candel Therapeutics Reports Second Quarter 2025 Financial Results and Recent Corporate Highlights

Exhibit 99.1 Candel Therapeutics Reports Second Quarter 2025 Financial Results and Recent Corporate Highlights • Presented positive results from the phase 3 randomized, placebo-controlled clinical trial of CAN-2409 (aglatimagene besadenovec) in localized prostate cancer, during an oral presentation at the 2025 Annual Meeting of the American Society of Clinical Oncology (ASCO) • Received FDA Regene

Candel Therapeutics Announces $15 million Registered Direct Offering of Common Stock

Exhibit 99.1 Candel Therapeutics Announces $15 million Registered Direct Offering of Common Stock NEEDHAM, Mass., June 24, 2025 – Candel Therapeutics, Inc. (Candel or the Company) (Nasdaq: CADL), a clinical-stage biopharmaceutical company focused on developing multimodal biological immunotherapies to help patients fight cancer, has agreed to sell approximately 3.2 million shares of its common stoc

3,221,395 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266605 Prospectus Supplement (To Prospectus Dated August 12, 2022) 3,221,395 Shares of Common Stock We are offering 3,221,395 shares of our common stock in a registered direct offering to a limited number of purchasers, including certain of our directors and executive officers (or their affiliates) and certain of our existing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2025 CANDEL THERAPEUTICS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2025 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commission

Securities Purchase Agreement, dated June 23, 2025, by and among Candel Therapeutics, Inc. and the parties named therein.

EX-10.1 Exhibit 10.1 Execution CANDEL THERAPEUTICS, INC. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (the “Agreement”) is made as of June 23, 2025, by and among Candel Therapeutics, Inc., a Delaware corporation (the “Company”), and the purchasers whose names and addresses are set forth on the signature pages hereof (each, a “Purchaser” and, collectively, the “Purchasers”). WHE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 CANDEL THERAPEUTICS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commission

Candel Therapeutics Appoints Charles Schoch as Chief Financial Officer

EX-99.1 Exhibit 99.1 Candel Therapeutics Appoints Charles Schoch as Chief Financial Officer Interim CFO elevated to permanent role after demonstrating exceptional financial leadership, guiding the company through major operational and financial milestones NEEDHAM, Mass., June 23, 2025 – Candel Therapeutics, Inc. (Candel or the Company) (Nasdaq: CADL), a clinical-stage biopharmaceutical company foc

FORM 8-K Item 5.07 Submission of Matters to a Vote of Security Holders.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commission

FORM 8-K Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 04, 2025 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commission

Candel Therapeutics Appoints Maha Radhakrishnan, M.D., to its Board of Directors

Exhibit 99.1 Candel Therapeutics Appoints Maha Radhakrishnan, M.D., to its Board of Directors Appointment of seasoned strategic industry executive strengthens the Board of Directors as Candel advances toward Biologics License Application submission and commercial development NEEDHAM, Mass., June 6, 2025 (GLOBE NEWSWIRE) — Candel Therapeutics, Inc. (Candel or the Company) (Nasdaq: CADL), a clinical

FORM 8-K Item 7.01 Regulation FD Disclosure. Item 8.01 Other Events. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2025 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commission

Candel Therapeutics Receives FDA Regenerative Medicine Advanced Therapy Designation for CAN-2409 for the Treatment of Prostate Cancer

Exhibit 99.1 Candel Therapeutics Receives FDA Regenerative Medicine Advanced Therapy Designation for CAN-2409 for the Treatment of Prostate Cancer NEEDHAM, Mass., May 28, 2025 – Candel Therapeutics, Inc. (Candel or the Company) (Nasdaq: CADL), a clinical-stage biopharmaceutical company focused on developing multimodal biological immunotherapies to help patients fight cancer, today announced that t

FORM 8-K Item 7.01 Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2025 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commission

Candel Therapeutics Presents Positive Phase 3 CAN-2409 Results in Localized Prostate Cancer at ASCO 2025

Exhibit 99.1 Candel Therapeutics Presents Positive Phase 3 CAN-2409 Results in Localized Prostate Cancer at ASCO 2025 NEEDHAM, Mass., May 22, 2025 (GLOBE NEWSWIRE) – Candel Therapeutics, Inc. (Candel or the Company) (Nasdaq: CADL), a clinical stage biopharmaceutical company focused on developing multimodal biological immunotherapies to help patients fight cancer, today announced that results from

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commission

Candel Therapeutics Reports First Quarter 2025 Financial Results and Recent Corporate Highlights

Exhibit 99.1 Candel Therapeutics Reports First Quarter 2025 Financial Results and Recent Corporate Highlights • Announced accepted oral presentation of positive phase 3 randomized placebo controlled clinical trial results of CAN-2409 (aglatimagene besadenovec) in localized prostate cancer at the 2025 American Society of Clinical Oncology (ASCO) Annual Meeting • Preparations on track for Biologics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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 March 31, 2025 OR ☐ 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: 001-40629 CANDEL TH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Candel Therapeutics Announces Oral Presentation of Positive Phase 3 CAN-2409 Results in Localized Prostate Cancer at ASCO 2025

Exhibit 99.1 Candel Therapeutics Announces Oral Presentation of Positive Phase 3 CAN-2409 Results in Localized Prostate Cancer at ASCO 2025 NEEDHAM, Mass., April 23, 2025 (GLOBE NEWSWIRE) – Candel Therapeutics, Inc. (Candel or the Company) (Nasdaq: CADL), a clinical stage biopharmaceutical company focused on developing multimodal biological immunotherapies to help patients fight cancer, today anno

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2025 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commissio

Candel Therapeutics Reports Both Prolonged Median Overall Survival and Long Tail of Survival in Phase 2a Clinical Trial of CAN-2409 in Advanced Non-Small Cell Lung Cancer (NSCLC) Patients Non-Responsive to Immune Checkpoint Inhibitor (ICI) Treatment

Exhibit 99.1 Candel Therapeutics Reports Both Prolonged Median Overall Survival and Long Tail of Survival in Phase 2a Clinical Trial of CAN-2409 in Advanced Non-Small Cell Lung Cancer (NSCLC) Patients Non-Responsive to Immune Checkpoint Inhibitor (ICI) Treatment • Experimental treatment with CAN-2409 was associated with a median overall survival (mOS) of 24.5 months in patients with advanced NSCLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2025 CANDEL THERAPEUTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2025 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commissio

Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this presentation, incl

Exhibit 99.2 Tipping the balance in favor of the immune system to fight cancer Corporate Presentation | March 2025 NASDAQ: CADL Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this presentation, including express or impli

Candel Therapeutics, Inc. Insider Trading Policy

Exhibit 19.1 CANDEL THERAPEUTICS, INC. AMENDED AND RESTATED INSIDER TRADING POLICY This memorandum sets forth the policy of Candel Therapeutics, Inc. and its subsidiaries (collectively, the “Company”) regarding trading in the Company’s securities as described below and the disclosure of information concerning the Company. This Amended and Restated Insider Trading Policy (the “Insider Trading Polic

Filing Fee Table.

Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) Candel Therapeutics, Inc.

Candel Therapeutics Reports Fourth Quarter and Full Year 2024 Financial Results and Recent Corporate Highlights

Exhibit 99.1 Candel Therapeutics Reports Fourth Quarter and Full Year 2024 Financial Results and Recent Corporate Highlights • Recently announced positive data from pivotal randomized, placebo-controlled phase 3 clinical trial of CAN-2409 in intermediate-to-high risk, localized prostate cancer • Recently announced positive final data from randomized controlled phase 2a clinical trial of CAN-2409 i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 CANDEL THERAPEUTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ 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 001-40629 t CANDEL THERAP

Description of Securities

Exhibit 4.2 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The following summary of the general terms and provisions of the registered capital stock of Candel Therapeutics, Inc. (“Candel”, “we”, “our”) does not purport to be complete and is subject to, and qualified in its entirety by, reference to our Amended and Res

As filed with the Securities and Exchange Commission on March 13, 2025

S-8 As filed with the Securities and Exchange Commission on March 13, 2025 Registration No.

Candel Therapeutics Announces Positive Final Survival Data from Randomized Controlled Phase 2 Clinical Trial of CAN-2409 in Non-Metastatic Pancreatic Cancer

Exhibit 99.1 Candel Therapeutics Announces Positive Final Survival Data from Randomized Controlled Phase 2 Clinical Trial of CAN-2409 in Non-Metastatic Pancreatic Cancer • Positive final survival data after additional follow-up showed notable improvement in estimated median overall survival of 31.4 months after experimental treatment with CAN-2409 versus only 12.5 months in the control group in pa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 CANDEL THERAPEU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commis

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of Candel Therapeutics, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them. February 14, 2025 BAKER BROS. ADVISORS LP By: Baker Bros. Adviso

Candel Therapeutics Provides Corporate Update and Highlights Strong Pipeline Momentum and Key Value Drivers for 2025

Exhibit 99.1 Candel Therapeutics Provides Corporate Update and Highlights Strong Pipeline Momentum and Key Value Drivers for 2025 • On track to report updated overall survival data for CAN-2409 from phase 2a clinical trials in pancreatic ductal adenocarcinoma (PDAC) and non-small cell lung cancer (NSCLC), expected in Q1 2025 • Preparations for Biologics License Application (BLA) for CAN-2409 in pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 CANDEL THERAPEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commiss

Limited Power of Attorney

CUSIP No: 137404109 Exhibit I LIMITED POWER OF ATTORNEY THIS LIMITED POWER OF ATTORNEY given on the 16th day of July, 2015 by CVI Investments, Inc.

Joint Filing Agreement

EX-99.II 3 tm2431336d1ex2.htm EXHIBIT II CUSIP No: 137404109 EXHIBIT II JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock of Candel Therapeutics, Inc., $0.01 par value per shar

CADL / Candel Therapeutics, Inc. / CVI Investments, Inc. - SC 13G Passive Investment

CUSIP No: 137404109 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* Candel Therapuetics, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 137404109 (CUSIP Numb

Candel Therapeutics Announces Pricing of Public Offering

Exhibit 99.2 Candel Therapeutics Announces Pricing of Public Offering NEEDHAM, Mass., December 12, 2024 – Candel Therapeutics, Inc. (“Candel”) (Nasdaq: CADL), a clinical stage biopharmaceutical company focused on developing multimodal biological immunotherapies to help patients fight cancer, today announced the pricing of an underwritten public offering of 10,000,001 shares of its common stock at

Candel Therapeutics Announces $80 Million Proposed Public Offering

Exhibit 99.1 Candel Therapeutics Announces $80 Million Proposed Public Offering NEEDHAM, Mass., December 12, 2024 – Candel Therapeutics, Inc. (“Candel”) (Nasdaq: CADL), a clinical stage biopharmaceutical company focused on developing multimodal biological immunotherapies to help patients fight cancer, today announced the launch of an underwritten public offering of $80 million of its common stock

Form of Pre-Funded Warrant.

Exhibit 4.1 FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Number of Shares: [    ] (subject to adjustment) Warrant No.    Original Issue Date: [ ], 2024 CANDEL THERAPEUTICS, INC. Candel Therapeutics, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ] or its registered assi

10,000,001 Shares of Common Stock Pre-Funded Warrants to Purchase 3,333,333 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266605 Prospectus Supplement (To Prospectus Dated August 12, 2022) 10,000,001 Shares of Common Stock Pre-Funded Warrants to Purchase 3,333,333 Shares of Common Stock We are offering 10,000,001 shares of our common stock and, in lieu of common stock to certain investors that so choose, pre-funded warrants to purchase 3,333,333

Underwriting Agreement dated December 12, 2024.

Exhibit 1.1 Execution Version Candel Therapeutics, Inc. Pre-Funded Warrants to Purchase 3,333,333 Shares 10,000,001 Shares Common Stock ($0.01 par value) Underwriting Agreement New York, New York December 12, 2024 Citigroup Global Markets Inc. BofA Securities, Inc. Canaccord Genuity LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024 CANDEL THERAPEU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commis

Subject to completion, dated December 12, 2024

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266605 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to

Candel Therapeutics Announces CAN-2409 Achieved Primary Endpoint in Phase 3 Prostate Cancer Trial, Showing Significantly Improved Disease-Free Survival

EX-99.1 Exhibit 99.1 Candel Therapeutics Announces CAN-2409 Achieved Primary Endpoint in Phase 3 Prostate Cancer Trial, Showing Significantly Improved Disease-Free Survival • Positive topline data for CAN-2409 viral immunotherapy, achieved primary endpoint by demonstrating statistically significant and clinically meaningful benefit when combined with radiation therapy for intermediate-to-high risk

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2024 CANDEL THERAPEU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2024 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commis

Disclaimers and forward-looking statements This presentation and the accompanying discussion contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, express or impl

Exhibit 99.2 CAN-2409 in Localized Prostate Cancer: Overview of Phase 3 Top-line Data th Wednesday, December 11 , 2024 Disclaimers and forward-looking statements This presentation and the accompanying discussion contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, express or implied statements regarding the ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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 September 30, 2024 OR ☐ 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: 001-40629 CANDE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 CANDEL THERAPEU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commis

Candel Therapeutics Reports Third Quarter 2024 Financial Results and Recent Corporate Highlights

Exhibit 99.1 Candel Therapeutics Reports Third Quarter 2024 Financial Results and Recent Corporate Highlights • On track for topline disease-free survival data from the phase 3 randomized controlled clinical trial of CAN-2409 in localized intermediate/high risk prostate cancer, expected in Q4 2024 • On track for topline progression-free survival data from the phase 2b randomized controlled clinica

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2024 CANDEL THERAPEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2024 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commiss

Candel Therapeutics Showcases Innovative Cancer Therapy Candidates at 16th Annual International Oncolytic Virus Conference (IOVC)

Exhibit 99.1 Candel Therapeutics Showcases Innovative Cancer Therapy Candidates at 16th Annual International Oncolytic Virus Conference (IOVC) NEEDHAM, Mass., October 28, 2024 – Candel Therapeutics, Inc. (Candel or the Company) (Nasdaq: CADL), a clinical-stage biopharmaceutical company focused on developing multimodal biological immunotherapies to help patients fight cancer, today announced three

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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, 2024 OR ☐ 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: 001-40629 CANDEL THE

Candel Therapeutics, Inc. Consolidated Statements of Operations (in thousands, except share and per share amounts)

Exhibit 99.1 Candel Therapeutics Reports Second Quarter 2024 Financial Results and Recent Corporate Highlights • Announced positive survival data from the phase 2 randomized controlled clinical trial of CAN-2409 in borderline resectable pancreatic cancer • Presented positive topline overall survival data from the phase 2 clinical trial of CAN-2409 in non-small cell lung cancer (NSCLC) at 2024 Amer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 CANDEL THERAPEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 CANDEL THERAPEUTICS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2024 CANDEL THERAPEUTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2024 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commission

Amendment to Amended and Restated Bylaws of Candel Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the SEC on May 30, 2024).

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF CANDEL THERAPEUTICS, INC. The Amended and Restated Bylaws (the “Bylaws”), of Candel Therapeutics, Inc., a Delaware corporation (the “Company”), are hereby amended as follows, effective as of May 29, 2024. 1. Section 5 of ARTICLE I of the Bylaws is hereby amended and restated in its entirety to read as follows: “Quorum. One third of the sh

Up to $74,804,289 Common Stock

424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-266605 AMENDMENT NO. 2 DATED May 24, 2024 to Prospectus dated August 12, 2022 Up to $74,804,289 Common Stock This Amendment No. 2 to Prospectus (this “Amendment”) amends our prospectus dated August 12, 2022, as amended by Amendment No. 1 to Prospectus dated February 13, 2024 (the “ATM Prospectus”). This Amendment should be read in conjunc

Cohort 1

Exhibit 99.1 Candel Therapeutics Reports Prolonged Overall Survival in Phase 2 Clinical Trial of CAN-2409 for Advanced Non-Small Cell Lung Cancer (NSCLC) in Patients Non-Responsive to Immune Checkpoint Inhibitor (ICI) Treatment at 2024 ASCO Annual Meeting • Median overall survival of 20.6 months was observed following two administrations of CAN-2409 + valacyclovir in NSCLC patients with progressiv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 CANDEL THERAPEUTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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 March 31, 2024 OR ☐ 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: 001-40629 CANDEL TH

Candel Therapeutics Reports First Quarter 2024 Financial Results and Recent Corporate Highlights

Exhibit 99.1 Candel Therapeutics Reports First Quarter 2024 Financial Results and Recent Corporate Highlights • Announced positive survival data from ongoing randomized phase 2 clinical trial of CAN-2409 in borderline resectable pancreatic cancer • Phase 2 topline overall survival data for CAN-2409 in non-small cell lung cancer (NSCLC), to be presented at ASCO on June 3, 2024 • On track for toplin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 CANDEL THERAPEUTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ 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 001-40629 CAN

Candel Therapeutics Announces Upcoming Presentations at the 2024 ASCO Annual Meeting

Exhibit 99.1 Candel Therapeutics Announces Upcoming Presentations at the 2024 ASCO Annual Meeting NEEDHAM, Mass., April 25, 2024 (GLOBE NEWSWIRE) - Candel Therapeutics, Inc. (Candel or the Company) (Nasdaq: CADL), a clinical stage biopharmaceutical company focused on developing multimodal biological immunotherapies to help patients fight cancer, today announced that two abstracts were accepted for

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2024 CANDEL THERAPEUTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2024 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commissio

Candel Therapeutics Receives FDA Orphan Drug Designation for CAN-2409 for the Treatment of Pancreatic Cancer

Exhibit 99.1 Candel Therapeutics Receives FDA Orphan Drug Designation for CAN-2409 for the Treatment of Pancreatic Cancer NEEDHAM, Mass., Apr. 11, 2024 (GLOBE NEWSWIRE) - Candel Therapeutics, Inc. (Candel or the Company) (Nasdaq: CADL), a clinical stage biopharmaceutical company focused on developing multimodal biological immunotherapies to help patients fight cancer, today announced that the U.S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2024 CANDEL THERAPEUTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2024 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commissio

Candel Therapeutics Presents Preclinical Data at AACR on Immunotherapy Candidate for Induction of Tertiary Lymphoid Structures in Solid Tumors

Exhibit 99.1 Candel Therapeutics Presents Preclinical Data at AACR on Immunotherapy Candidate for Induction of Tertiary Lymphoid Structures in Solid Tumors • First-in-class multimodal immunotherapy candidate, for induction of tertiary lymphoid structures, being developed as a novel therapeutic strategy for solid tumors from the enLIGHTEN™ Discovery Platform • Delivery of two unique payload combina

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2024 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2024 CANDEL THERAPEUTICS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2024 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commission

Candel Therapeutics Announces Positive Interim Data from Randomized Phase 2 Clinical Trial of CAN-2409 in Non-Metastatic Pancreatic Cancer

Exhibit 99.1 Candel Therapeutics Announces Positive Interim Data from Randomized Phase 2 Clinical Trial of CAN-2409 in Non-Metastatic Pancreatic Cancer • Updated positive interim data showed notable improvements in estimated median overall survival of 28.8 months after experimental treatment with CAN-2409 versus only 12.5 months in control group in borderline resectable pancreatic ductal adenorcar

As filed with the Securities and Exchange Commission on March 28, 2024

S-8 As filed with the Securities and Exchange Commission on March 28, 2024 Registration No.

Filing Fee Table.

EX-FILING FEES Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) Candel Therapeutics, Inc.

Candel Therapeutics Reports Fourth Quarter and Full Year 2023 Financial Results and Recent Corporate Highlights

Exhibit 99.1 Candel Therapeutics Reports Fourth Quarter and Full Year 2023 Financial Results and Recent Corporate Highlights • On track for topline data from CAN-2409 phase 3 in localized intermediate/high risk prostate cancer, expected in Q4 2024 • Results from ongoing, first-in-human, phase 1b clinical trial of CAN-3110, in recurrent high-grade glioma, published in Nature • Catalyst-rich 2024 pa

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commissio

Compensation Recovery Policy

Exhibit 97.1 Candel therapeutics, Inc COMPENSATION RECOVERY POLICY Adopted as of November 26, 2023 Candel Therapeutics, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from current and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ 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 001-40629 t CANDEL THERAP

Consulting Agreement by and between Candel Therapeutics, Inc. and Jason A. Amello, dated as of January 12, 2024 (incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 28, 2024)

Exhibit 10.19 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT, dated as of this January 12, 2024 (this “Agreement”), is by and between Jason A. Amello (“Consultant”) and Candel Therapeutics, Inc., with principal executive offices at 117 Kendrick Street, Suite 450, Needham, MA 02494 (the “Company”). W I T N E S S E T H: WHEREAS the Company is a clinical stage biomedical and pharmaceutical company; W

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2024 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commission

Candel Therapeutics Announces an Upcoming Presentation at the AACR Annual Meeting Unveiling New Cancer Immunotherapy Candidate

Exhibit 99.1 Candel Therapeutics Announces an Upcoming Presentation at the AACR Annual Meeting Unveiling New Cancer Immunotherapy Candidate March 5, 2024 NEEDHAM, Mass., Mar. 5, 2024 – Candel Therapeutics, Inc. (Candel or the Company) (Nasdaq: CADL), a clinical stage biopharmaceutical company focused on developing multimodal biological immunotherapies to help patients fight cancer, today announced

CAN-3110 Receives FDA Fast Track Designation for Treatment of Recurrent High-Grade Glioma

Exhibit 99.1 CAN-3110 Receives FDA Fast Track Designation for Treatment of Recurrent High-Grade Glioma NEEDHAM, Mass., February 13, 2024 — Candel Therapeutics, Inc. (Candel or the Company) (Nasdaq: CADL), a clinical stage biopharmaceutical company focused on developing multimodal biological immunotherapies to help patients fight cancer, today announced that the U.S. Food and Drug Administration (F

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commis

Up to $11,091,100 Common Stock

424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-266605 AMENDMENT NO. 1 DATED February 13, 2024 to Prospectus dated August 12, 2022 Up to $11,091,100 Common Stock This Amendment No. 1 to Prospectus (this “Amendment”) amends our prospectus dated August 12, 2022 (the “ATM Prospectus”). This Amendment should be read in conjunction with the ATM Prospectus and the accompanying prospectus dat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2024 CANDEL THERAPEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2024 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commiss

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2023 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2023 CANDEL THERAPEU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2023 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commis

Candel Therapeutics Receives FDA Fast Track Designation for CAN‑2409 in Pancreatic Cancer

Exhibit 99.1 Candel Therapeutics Receives FDA Fast Track Designation for CAN‑2409 in Pancreatic Cancer NEEDHAM, Mass., December 12, 2023 (GLOBE NEWSWIRE) — Candel Therapeutics, Inc. (Candel or the Company) (Nasdaq: CADL), a clinical stage biopharmaceutical company focused on developing multimodal biological immunotherapies to help patients fight cancer, today announced that the U.S. Food and Drug

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commis

Candel Therapeutics Announces Restructuring to Prioritize Resources on Key Value Drivers for Expanded Development of CAN-3110, the enLIGHTEN™ Discovery Platform, and Key Clinical Readouts for CAN-2409

Exhibit 99.1 Candel Therapeutics Announces Restructuring to Prioritize Resources on Key Value Drivers for Expanded Development of CAN-3110, the enLIGHTEN™ Discovery Platform, and Key Clinical Readouts for CAN-2409 • Decreases workforce by approximately 50% and reduces commercial manufacturing expenses to prioritize spend towards topline clinical data readouts for CAN-2409 in non-small cell lung ca

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2023 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commis

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2023 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commis

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commiss

Candel Therapeutics, Inc. Condensed Consolidated Statements of Operations (in thousands, except share and per share amounts) Candel Therapeutics, Inc. Consolidated Balance Sheet Data (in thousands)

Exhibit 99.1 Candel Therapeutics Reports Third Quarter 2023 Financial Results and Recent Corporate Highlights • Initial survival data from phase 2 clinical trial of CAN-2409 in advanced non-small cell lung cancer (NSCLC) showed survival supportive of an increased tail on the maturing survival curve • Initial data from phase 2 clinical trial of CAN-2409 in borderline resectable pancreatic cancer de

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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 September 30, 2023 OR ☐ 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: 001-40629 CANDE

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2023 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commiss

Candel Therapeutics Presents Preclinical Data from its enLIGHTEN™ Discovery Platform at SITC

Exhibit 99.1 Candel Therapeutics Presents Preclinical Data from its enLIGHTEN™ Discovery Platform at SITC • The first experimental agent from the enLIGHTEN™ Discovery Platform is Alpha-201-macro1, an investigational viral immunotherapy designed to activate innate immune surveillance • Application of the enLIGHTEN™ Advanced Analytics suite to datasets from immune checkpoint inhibitor (ICI)-treated

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2023 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commiss

Candel Therapeutics Announces Initial Positive Interim Data from Randomized Phase 2 Clinical Trial of CAN-2409 in Non-Metastatic Pancreatic Cancer

Exhibit 99.1 Candel Therapeutics Announces Initial Positive Interim Data from Randomized Phase 2 Clinical Trial of CAN-2409 in Non-Metastatic Pancreatic Cancer • Initial positive interim data revealed notable improvements in patients with borderline resectable pancreatic ductal adenorcarcinoma (PDAC) after experimental treatment with CAN-2409 • Estimated overall survival rate was 71.4% at 36 month

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2023 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commiss

Candel Therapeutics Announces

Exhibit 99.1 Candel Therapeutics Announces Nature Publication Showing Extended Survival Associated with Immune Activation in Patients with Recurrent High-Grade Glioma Treated with CAN-3110 • CAN-3110 is a first-in-class herpes simplex virus-1 oncolytic immunotherapy candidate with dual activity for oncolysis and immune activation in a single therapeutic • In a first-in-human clinical trial of CAN-

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2023 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commi

Candel Therapeutics Reports Encouraging Initial Survival Data from Phase 2 Clinical Trial of CAN-2409 in Non-Small Cell Lung Cancer

Exhibit 99.1 Candel Therapeutics Reports Encouraging Initial Survival Data from Phase 2 Clinical Trial of CAN-2409 in Non-Small Cell Lung Cancer o Initial data suggests 12-month survival is consistent with an increased tail on the maturing survival curve o Negative or low PD-L1 status appears to be associated with long survival in CAN-2409 treated patients o Biomarker data suggests association bet

Amendment to Exclusive License Agreement by and between Candel Therapeutics, Inc. and Periphagen, Inc. dated June 7, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2023)

Exhibit 10.1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXECUTION VERSION AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT THIS AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this “Amendment”) d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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, 2023 OR ☐ 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: 001-40629 CANDEL THE

First Amendment to Loan and Security Agreement by and between Candel Therapeutics, Inc. and Silicon Valley Bank, dated June 14, 2023 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2023)

Exhibit 10.2 FIRST Amendment to Loan and security agreement This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 14th day of June, 2023 by and between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silic

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commissi

Candel Therapeutics, Inc. Condensed Consolidated Statements of Operations (in thousands, except share and per share amounts) Candel Therapeutics, Inc. Consolidated Balance Sheet Data (in thousands)

Exhibit 99.1 Candel Therapeutics Reports Second Quarter 2023 Financial Results and Recent Corporate Highlights NEEDHAM, Mass., August 10, 2023 (GLOBE NEWSWIRE) — Candel Therapeutics, Inc. (Candel or the Company) (Nasdaq: CADL), a clinical stage biopharmaceutical company focused on developing viral immunotherapies to help patients fight cancer, today reported financial results for the second quarte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2023 CANDEL THERAPEUTICS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2023 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commission

Candel Therapeutics Announces It Expects to Report Topline Data from its Phase 2 Clinical Trial of CAN-2409 in Non-Small Cell Lung Cancer in the Second Quarter of 2024

Exhibit 99.1 Candel Therapeutics Announces It Expects to Report Topline Data from its Phase 2 Clinical Trial of CAN-2409 in Non-Small Cell Lung Cancer in the Second Quarter of 2024 • Based on forthcoming completion of patient enrollment and duration of follow-up in Cohort 2 from the phase 2 trial in late-stage NSCLC NEEDHAM, Mass., June 13, 2023 (GLOBE NEWSWIRE) — Candel Therapeutics, Inc. (Candel

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commission

Candel Therapeutics Appoints Experienced Manufacturing Leader Nicoletta Loggia, PhD, RPh to its Board of Directors

Exhibit 99.1 Candel Therapeutics Appoints Experienced Manufacturing Leader Nicoletta Loggia, PhD, RPh to its Board of Directors • Nicoletta Loggia, PhD, RPh, biopharma executive with more than two decades of technical expertise in the biopharmaceutical industry NEEDHAM, Mass., June 8, 2023 (GLOBE NEWSWIRE) — Candel Therapeutics, Inc. (Candel or the Company) (Nasdaq: CADL), a clinical stage biophar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 CANDEL THERAPEUTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 CANDEL THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40629 52-2214851 (State or other jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CAN-3110 a novel oncolytic virus engineered for enhanced activity and safety HSV-1 engineered for immunogenic potency and specificity ICP34.5-EX-99.1 viruses have shown safety, but replicate poorly CAN-3110: ICP34.5 expression under control of Nestin pr

Safety and survival outcomes in recurrent high-grade glioma patients treated with CAN-3110, a first-in-class ICP34.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2023 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commission

Candel Therapeutics Announces New Data from Ongoing Phase 1 Clinical Trial of CAN-3110 in Recurrent High-Grade Glioma at the American Society of Gene & Cell Therapy (ASGCT) 26th Annual Meeting

Exhibit 99.2 Candel Therapeutics Announces New Data from Ongoing Phase 1 Clinical Trial of CAN-3110 in Recurrent High-Grade Glioma at the American Society of Gene & Cell Therapy (ASGCT) 26th Annual Meeting • Treatment with CAN-3110 in arm A showed encouraging median overall survival rate at 11.8 months after a single injection. These data are supported by independent cohort (arm B); median overall

Candel Therapeutics, Inc. Condensed Consolidated Statements of Operations (in thousands, except share and per share amounts) Candel Therapeutics, Inc. Consolidated Balance Sheet Data (in thousands)

EX-99 2 cadl-ex991.htm EX-99.1 Exhibit 99.1 Candel Therapeutics Reports First Quarter 2023 Financial Results and Recent Corporate Highlights NEEDHAM, Mass., May 11, 2023 (GLOBE NEWSWIRE) — Candel Therapeutics, Inc. (Candel or the Company) (Nasdaq: CADL), a clinical stage biopharmaceutical company focused on developing and commercializing viral immunotherapies to help patients fight cancer, today r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

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 March 31, 2023 OR ☐ 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: 001-40629 CANDEL TH

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 CANDEL THERAPEUTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE C O M M ISSION Washington, D.C. 20549 FORM 10-K/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE C O M M ISSION Washington, D.

Candel Therapeutics Receives FDA Fast Track Designation for CAN‑2409 in Non-Small Cell Lung Cancer

Exhibit 99.1 Candel Therapeutics Receives FDA Fast Track Designation for CAN‑2409 in Non-Small Cell Lung Cancer • Fast track designation has the potential to facilitate the development and expedite the U.S. FDA review of CAN-2409 plus valacyclovir and anti-PD1 antibodies in patients with stage III/IV non-small cell lung cancer who are resistant to first line PD-(L)1 inhibitor therapy and who do no

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2023 CANDEL THERAPEUTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2023 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commissio

Candel Therapeutics, Inc. Consolidated Statements of Operations (in thousands, except share and per share amounts)

Exhibit 99.1 Candel Therapeutics Reports Fourth Quarter and Full Year 2022 Financial Results and Recent Corporate Highlights • Expects to announce clinical trial data from multiple oncology programs in the second half of 2023 • Extends cash runway into second quarter of 2024 NEEDHAM, Mass., March 30, 2023 (GLOBE NEWSWIRE) — Candel Therapeutics, Inc. (Candel or the Company) (Nasdaq: CADL), a clinic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ 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 001-40629 t CANDEL THERAP

Filing Fee Table.

EX-FILING FEES Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) Candel Therapeutics, Inc.

Master Production Services Agreement by and between Candel Therapeutics and SAFC Carlsbad, Inc., effective November 3, 2022 (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 30, 2023)

Exhibit 10.16 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. MASTER PRODUCTION SERVICES AGREEMENT THIS MASTER PRODUCTION SERVICES AGREEMENT, entered into and effective November 3, 2022 (t

As filed with the Securities and Exchange Commission on March 30, 2023

S-8 As filed with the Securities and Exchange Commission on March 30, 2023 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2023 CANDEL THERAPEU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2023 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commis

Candel Therapeutics R&D Day Presentations Spotlight its Advanced Pipeline and Capabilities to Develop Novel Viral Immunotherapies for Patients with Cancer

Exhibit 99.1 Candel Therapeutics R&D Day Presentations Spotlight its Advanced Pipeline and Capabilities to Develop Novel Viral Immunotherapies for Patients with Cancer ? Updated data from the phase 2 clinical trial of CAN-2409 in non-small cell lung cancer showing disease control rate of 77 percent in patients entering the study with progressive disease, translating into preliminary evidence of im

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2022 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2022 CANDEL THERAPEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2022 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commiss

Forward Looking Statements This Presentation contains forward-looking statements and information. All statements other than statements of historical facts contained in this Presentation, including express or implied statements regarding our strategy,

EX-99.1 Exhibit 99.1 Research & Development Day Virtual | December 6, 2022 NASDAQ: CADL Forward Looking Statements This Presentation contains forward-looking statements and information. All statements other than statements of historical facts contained in this Presentation, including express or implied statements regarding our strategy, future financial condition, future operations, projected cost

Candel Therapeutics to Host Virtual R&D Day on December 6, 2022

Exhibit 99.1 Candel Therapeutics to Host Virtual R&D Day on December 6, 2022 • New clinical data to be presented from the Company’s phase 2 clinical trial of CAN-2409 in combination with anti-PD-1 agents in patients with late-stage non-small cell lung cancer. • Recent clinical data for CAN-3110 and CAN-2409 in high-grade glioma to be presented. • Scientific rationale for the recently announced col

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2022 CANDEL THERAPEU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2022 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commis

Candel Therapeutics Announces Oral Presentation of Updated Data from its Phase 1 Clinical Trial of CAN-3110 in 41 Patients with Recurrent High-Grade Glioma at the Society for Neuro-Oncology 27th Annual Meeting

Exhibit 99.1 Candel Therapeutics Announces Oral Presentation of Updated Data from its Phase 1 Clinical Trial of CAN-3110 in 41 Patients with Recurrent High-Grade Glioma at the Society for Neuro-Oncology 27th Annual Meeting ? CAN-3110 designed to limit replication and promote anti-tumor response to tumor cells while protecting healthy tissue ? No dose-limiting toxicities observed in 41 patients wit

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2022 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commis

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2022 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commis

Candel Therapeutics Announces Late-Breaking Oral Presentation at SITC Annual Meeting with Data on CAN-2409 in Combination with Nivolumab in a Phase 1 Mechanistic Clinical Trial in Patients with High-Grade Glioma

Exhibit 99.1 Candel Therapeutics Announces Late-Breaking Oral Presentation at SITC Annual Meeting with Data on CAN-2409 in Combination with Nivolumab in a Phase 1 Mechanistic Clinical Trial in Patients with High-Grade Glioma ? Combination of nivolumab and CAN-2409 delivered during neurosurgery was generally well tolerated with no significant added toxicity compared to standard of care ? Systemic i

Candel Therapeutics, Inc. Consolidated Statements of Operations (in thousands, except share and per share amounts) (amounts are unaudited) Candel Therapeutics, Inc. Consolidated Balance Sheet Data (in thousands) (amounts are unaudited)

Exhibit 99.1 Candel Therapeutics Reports Third Quarter 2022 Financial Results and Recent Corporate Highlights ? Discovery collaboration underway with Center for Cellular Immunotherapies Lab at University of Pennsylvania to Study Combinations of Novel Viral Immunotherapy and CAR-T Cell Therapy Candidates in Solid Tumor Models ? Upcoming clinical data presentations at SITC and SNO Annual Meetings ?

Employment Agreement by and between Candel Therapeutics and Jason A. Amello dated September 21, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2022)

Exhibit 10.1 EMPLOYMENT AGREEEMENT This Employment Agreement (?Agreement?) is made between Candel Therapeutics, Inc., a Delaware corporation (the ?Company?), and Jason A. Amello, CPA (the ?Executive?) and is made effective as of September 21, 2022, or a mutually agreeable start date. WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company on the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 September 30, 2022 OR ? 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: 001-40629 CANDEL THERAPEUTICS, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commis

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2022 (October 13, 2022) CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-40629 52-2214851 (State or other jurisdiction of inco

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 7, 2022 CANDEL THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40629 52-2214851 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer

Candel Therapeutics Announces Two Executive Leadership Appointments

Exhibit 99.1 Candel Therapeutics Announces Two Executive Leadership Appointments - Jason A. Amello joins Candel as Chief Financial Officer - Garrett Nichols, MD, MS joins Candel as Chief Medical Officer NEEDHAM, Mass., September 7, 2022 (GLOBE NEWSWIRE) ? Candel Therapeutics, Inc. (Nasdaq: CADL) (Candel or the Company), a late clinical stage biopharmaceutical company developing novel oncolytic vir

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 d392786ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐

VIA EDGAR

VIA EDGAR August 10, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2022 OR ☐ 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: 001-40629 CANDEL THERAPEUTICS, INC.

Candel Therapeutics, Inc. Consolidated Statements of Operations (in thousands, except share and per share amounts) (amounts are unaudited) Candel Therapeutics, Inc. Consolidated Balance Sheet Data (in thousands) (amounts are unaudited)

Exhibit 99.1 Candel Therapeutics Reports Second Quarter 2022 Financial Results and Recent Corporate Highlights NEEDHAM, Mass., August 5, 2022 (GLOBE NEWSWIRE) ? Candel Therapeutics, Inc. (Candel or the Company) (Nasdaq: CADL), a late clinical stage biopharmaceutical company focused on helping patients fight cancer with oncolytic viral immunotherapies, today reported financial results for the secon

Employment Agreement by and between Candel Therapeutics and Seshu Tyagarajan dated April 14, 2022

Exhibit 10.1 EMPLOYMENT AGREEEMENT This Employment Agreement (?Agreement?) is made between Candel Therapeutics, Inc., a Delaware corporation (the ?Company?), and Seshu Tyagarajan (the ?Executive?) and is made effective as of April 14, 2022 or a mutually agreeable start date. WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company on the terms an

Form of Subordinated Indenture between Registrant and one or more trustees to be named

Exhibit 4.9 CANDEL THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 202[?] Subordinated Debt Securities TABLE OF CONTENTS(1) Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee?s C

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2022 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commissio

Form of Senior Indenture between Registrant and one or more trustees to be named

Exhibit 4.8 CANDEL THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 202[?] Senior Debt Securities TABLE OF CONTENTS1 Page Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee?s Cert

As filed with the Securities and Exchange Commission on August 5, 2022

Table of Contents As filed with the Securities and Exchange Commission on August 5, 2022 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Candel Therapeutics, Inc.

Open Market Sale AgreementSM, dated as of August 5, 2022, between the Registrant and Jefferies LLC

Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM August 5, 2022 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Candel Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common

Candel Therapeutics Appoints Three New Members to its Board of Directors

Exhibit 99.1 Candel Therapeutics Appoints Three New Members to its Board of Directors ? Gary Nabel, MD, PhD, Chief Innovation Officer of OPKO and Chief Executive Officer, ModeX Therapeutics, Inc., an OPKO Health company ? Joseph Papa, Chief Executive Officer of Bausch + Lomb Corporation ? Renee Gaeta, Chief Financial Officer of Eko Devices NEEDHAM, Mass., August 1, 2022 (GLOBE NEWSWIRE) ? Candel T

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 26, 2022 CANDEL THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40629 52-2214851 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Ide

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2022 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commission

Tipping the balance in favor of the immune system to fight cancer Paul Peter Tak, MD, PhD, FMedSci President and Chief Executive Officer Candel Therapeutics, Needham, MA 1

Exhibit 99.1 Breakfast Event during ASCO 2022 Annual Meeting (NASDAQ: CADL) Tipping the balance in favor of the immune system to fight cancer Paul Peter Tak, MD, PhD, FMedSci President and Chief Executive Officer Candel Therapeutics, Needham, MA 1 Forward-Looking Statements This Presentation contains forward-looking statements and information. All statements other than statements of historical fac

Candel Therapeutics Announces Release of Initial Data on

Exhibit 99.1 Candel Therapeutics Announces Release of Initial Data on CAN-2409 in a Phase 2 Clinical Trial Showing Cytotoxic T Cell Response and Disease Control in Patients with Non-Small Cell Lung Cancer ? Disease control rate of 87.5 percent achieved in patients who were all progressing on anti-PD-1 therapy at trial entry ? Durable disease stabilization that was ongoing at data cutoff in 62.5 pe

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2022 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commission

Employment Agreement by and between Candel Therapeutics and Seshu Tyagarajan dated April 14, 2022 (incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2022)

Exhibit 10.8 EMPLOYMENT AGREEEMENT This Employment Agreement (?Agreement?) is made between Candel Therapeutics, Inc., a Delaware corporation (the ?Company?), and Seshu Tyagarajan (the ?Executive?) and is made effective as of April 14, 2022 or a mutually agreeable start date. WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company on the terms an

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commission

Candel Therapeutics, Inc. Consolidated Statements of Operations (in thousands, except share and per share amounts) (amounts are unaudited) Candel Therapeutics, Inc. Consolidated Balance Sheet Data (in thousands) (amounts are unaudited)

Exhibit 99.1 Candel Therapeutics Reports First Quarter 2022 Financial Results and Recent Corporate Highlights -Cash position bolstered through debt financing to support operations into the fourth quarter of 2023- NEEDHAM, Mass., May 12, 2022 (GLOBE NEWSWIRE) ? Candel Therapeutics, Inc. (Candel or the Company) (Nasdaq: CADL), a late clinical stage biopharmaceutical company focused on helping patien

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 March 31, 2022 OR ? 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: 001-40629 CANDEL THERAPEUTICS, INC.

Loan and Security Agreement by and between the Registrant and Silicon Valley Bank, dated February 24, 2022 (incorporated by reference to Exhibit 10.11 to the Registrant's Annual Report on Form 10-K filed with the SEC on March 29, 2022)

Exhibit 10.11 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this ?Agreement?) is dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (?Bank?), and the borrower listed on Schedule I hereto (?Borrower?). The parties agree as follows: 1 LOAN AND TERMS OF PAYMENT 1.1 Term Loan. (a) Availability. Subject to the terms and conditions of this Agreement, on

Employment Agreement by and between Candel Therapeutics and Francesca Barone dated February 3, 2022 (incorporated by reference to Exhibit 10.12 to the Registrant's Annual Report on Form 10-K filed with the SEC on March 29, 2022)

Exhibit 10.12 EMPLOYMENT AGREEEMENT This Employment Agreement (?Agreement?) is made between Candel Therapeutics, Inc., a Delaware corporation (the ?Company?), and Francesca Barone, M.D., Ph.D. (the ?Executive?) and is made effective as of February 3, 2022 (the ?Effective Date?). WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company on the new

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) Candel Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? 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 001-40629 t CANDEL THERAP

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2022 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commissio

Consulting Agreement by and between Candel Therapeutics, Inc. and Susan Stewart dated October 19, 2021 (incorporated by reference to Exhibit 10.13 to the Registrant's Annual Report on Form 10-K filed with the SEC on March 29, 2022)

Exhibit 10.13 REVISED CONSULTING AGREEMENT ? EFFECTIVE October 1, 2021 THIS CONSULTING AGREEMENT, effective October 1, 2021 and dated as of this October 19, 2021 (this "Agreement"), is by and between Susan Stewart located at 62 Larchwood Drive, Cambridge MA 02138 ("Consultant"), and Candel Therapeutics, Inc. with principal executive offices at 117 Kendrick Street, Needham, MA 02494 ("Company"). W

List of Subsidiary (incorporated by reference to Exhibit 21.1 to the Registrant's Annual Report on Form 10-K filed with the SEC on March 29, 2022)

Exhibit 21.1 Subsidiaries of Candel Therapeutics, Inc. Name Jurisdiction of Incorporation or Organization Candel Therapeutics Securities Corporation Massachusetts ACTIVE/115984220.1 03/22/22

As filed with the Securities and Exchange Commission on March 29, 2022

As filed with the Securities and Exchange Commission on March 29, 2022 Registration No.

Candel Therapeutics, Inc. Consolidated Statements of Operations (in thousands, except share and per share amounts) (QTD amounts are unaudited)

Master 3/25/22 Exhibit 99.1 Candel Therapeutics Reports Fourth Quarter and Full Year 2021 Financial Results and Recent Corporate Highlights -Cash position remains strong to support operations into the fourth quarter of 2023- NEEDHAM, Mass., March 29, 2022 (GLOBE NEWSWIRE) ? Candel Therapeutics, Inc. (Candel or the Company) (Nasdaq: CADL), a late clinical stage biopharmaceutical company focused on

Description of Securities (incorporated by reference to Exhibit 4.2 to the Registrant's Annual Report on Form 10-K filed with the SEC on March 29, 2022)

Exhibit 4.2 Description of the Registrant?s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The following summary of the general terms and provisions of the registered capital stock of Candel Therapeutics, Inc. (?Candel?, ?we?, ?our?) does not purport to be complete and is subject to, and qualified in its entirety by, reference to our Amended and Res

Candel Therapeutics Announces $25 Million Non-dilutive Debt Financing Agreement with Silicon Valley Bank

Exhibit 99.1 Candel Therapeutics Announces $25 Million Non-dilutive Debt Financing Agreement with Silicon Valley Bank ? Additional capital extends cash runway into Q4 of 2023 NEEDHAM, Mass., March 1, 2022 (GLOBE NEWSWIRE) ? Candel Therapeutics, Inc. (Nasdaq: CADL) (the ?Company? or ?Candel?), a late clinical stage biopharmaceutical company developing novel oncolytic viral immunotherapies, today an

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 1, 2022 (February 24, 2022) CANDEL THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40629 52-2214851 (State or other jurisdiction of incorp

Agreement regarding filing of joint Schedule 13D.

EX-1 2 ex-1.htm AGREEMENT REGARDING FILING OF JOINT SCHEDULE 13D. Paul B. Manning SC 13D Exhibit A EXHIBIT A JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13D is being filed on behalf of each of the undersigned. February 14, 2022 By: /s/ Paul B. Manning Name: Paul B. Mann

CADL / Candel Therapeutics, Inc. / Manning Paul B - SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Candel Therapeutics, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 137404109 (CUSIP Number) Paul B. Manning c/o PBM Capital Group, LLC 200 Garrett Street, Suite S Charlottesville, VA 22902 (434) 980-8100 (Nam

CADL / Candel Therapeutics, Inc. / Northpond Ventures, LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Candel Therapeutics Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 137404109 (CUSIP Number) Decem

Candel Therapeutics Appoints Dr. Francesca Barone as Chief Scientific Officer

Candel Therapeutics Appoints Dr. Francesca Barone as Chief Scientific Officer NEEDHAM, Mass., February 3, 2022 (GLOBE NEWSWIRE) ? Candel Therapeutics, Inc. (Nasdaq: CADL), a late clinical stage biopharmaceutical company developing novel oncolytic viral immunotherapies, today announced that Francesca Barone, M.D., Ph.D., has been named as the company?s Chief Scientific Officer. Dr. Barone brings mo

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2022 (February 3, 2022) CANDEL THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40629 52-2214851 (State or other jurisdiction of inco

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2022 CANDEL THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40629 52-2214851 (State or other jurisdiction of incorporation) (Commiss

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2021 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40629 52-2214851 (State or Other Jurisdiction of Incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 September 30, 2021 OR ? 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: 001-40629 CANDEL THERAPEUTICS, INC.

Candel Therapeutics, Inc. Consolidated Statements of Operations (in thousands, except share and per share amounts)

Exhibit 99.1 Candel Therapeutics Reports Third Quarter 2021 Financial Results and Recent Corporate Highlights NEEDHAM, Mass., Nov. 12, 2021 (GLOBE NEWSWIRE) ? Candel Therapeutics, Inc. ("Candel" or ?the Company?) (Nasdaq: CADL), a late clinical stage biopharmaceutical company developing novel oncolytic viral immunotherapies, today reported financial results for the third quarter ended September 30

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2021 OR ? 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: 001-40629 CANDEL THERAPEUTICS, INC.

Candel Therapeutics, Inc. Consolidated Statements of Operations (in thousands, except share and per share amounts) THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 2021 2020 2021 2020 Research and development service revenue, related party $ 31

Exhibit 99.1 Candel Therapeutics Reports Second Quarter 2021 Financial Results and Recent Corporate Highlights NEEDHAM, Mass., Sept. 8, 2021 (GLOBE NEWSWIRE) ? Candel Therapeutics, Inc. (?the Company?) (Nasdaq: CADL), a late clinical stage biopharmaceutical company developing novel oncolytic viral immunotherapies, today reported financial results for the quarter ended June 30, 2021 and provided a

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2021 CANDEL THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40629 52-2214851 (State or other jurisdiction of incorporation) (Commis

Candel Therapeutics Announces Closing of Initial Public Offering, Including the Partial Exercise of Underwriters’ Option

Exhibit 99.1 Candel Therapeutics Announces Closing of Initial Public Offering, Including the Partial Exercise of Underwriters? Option August 17, 2021 NEEDHAM, Mass., August 17, 2021 (GLOBE NEWSWIRE)? Candel Therapeutics, Inc. (?Candel?), a late clinical stage biopharmaceutical company developing novel oncolytic viral immunotherapies, today announced the closing of the issuance of an additional 887

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2021 CANDEL THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40629 52-2214851 (State or other jurisdiction of incorporation) (Commissi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2021 CANDEL THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40629 52-2214851 (State or other jurisdiction of incorporation) (Commission

Amended and Restated Bylaws of Candel Therapeutics, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 30, 2021)

EX-3.2 3 d203496dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF CANDEL THERAPEUTICS, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Director

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40629) filed with the SEC on July 30, 2021)

EX-3.1 2 d203496dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CANDEL THERAPEUTICS, INC. Candel Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Candel Therapeutics, Inc. The date of the filing of its original Certificate of Incorpor

Form S-8

As filed with the Securities and Exchange Commission on July 29, 2021 Registration No.

9,000,000 Shares COMMON STOCK

Table of Contents Filed pursuant to rule 424(b)(4) Registration No. 333-257444 PROSPECTUS 9,000,000 Shares COMMON STOCK We are offering 9,000,000 shares of common stock in this offering. This is our initial public offering of our common stock. Prior to this offering, there has been no public market for our shares. The initial public offering price is $8.00 per share. Our common stock has been appr

Consent of KPMG LLP, Independent Registered Public Accounting Firm

EX-23.1 Exhibit 23.1 Consent of Independent Registered Public Accounting Firm We consent to the use of our report dated March 29, 2021, with respect to the consolidated financial statements of Candel Therapeutics, Inc., included herein and to the reference to our firm under the heading “Experts” in the prospectus. /s/ KPMG LLP McLean, Virginia July 26, 2021

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CORRESP 1 filename1.htm Jefferies LLC 520 Madison Avenue New York, New York 10022 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 BMO Capital Markets Corp. 3 Times Square, 24th Floor New York, New York 10036 UBS Securities LLC 1285 Avenue of the Americas 10th Floor New York, New York 10019 VIA EDGAR July 26, 2021 United States Securities and Exchange Commission Di

Form S-1

Table of Contents As filed with the Securities and Exchange Commission on July 26, 2021.

VIA EDGAR

CORRESP 1 filename1.htm VIA EDGAR July 26, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: David Gessert Celeste Murphy Re: Candel Therapeutics, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-257444 Dear Mr. Gessert, Pursuant to Rule 461 under the Securi

As filed with the Securities and Exchange Commission on July 20, 2021.

As filed with the Securities and Exchange Commission on July 20, 2021. Registration No. 333-257444 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CANDEL THERAPEUTICS, INC. (Exact name of Registrant as specified in its charter) Delaware 2836 52-2214851 (State or other jurisdiction of incorpo

Consent of Diem Nguyen

Exhibit 99.1 July 20, 2021 Candel Therapeutics, Inc. 117 Kendrick St Suite 450 Needham, MA 02494 Consent to Reference in Prospectus Candel Therapeutics, Inc. (the “Company”) is filing a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby c

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Jefferies LLC 520 Madison Avenue New York, New York 10022 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 BMO Capital Markets Corp.

Goodwin Procter

CORRESP 1 filename1.htm Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 July 20, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549 Attention: David Gessert and Celeste Murphy Re: Candel Therapeutics, Inc. Amendment No. 1 to Registrat

VIA EDGAR

VIA EDGAR July 20, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

Form 8-A

8-A12B 1 d184181d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CANDEL THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 52-2214851 (State or other jurisdiction of incorporation or organizatio

Employment Agreement by and between Advantagene, Inc. d/b/a Candel Therapeutics and John Canepa dated December 1, 2020 (incorporated by reference to Exhibit 10.5.4 to the Registrant’s Registration Statement on Form S-1/A (File No. 333- 257444) filed with the SEC on July 16, 2021)

Exhibit 10.5.4 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made between Advantagene Inc., a Delaware corporation d/b/a Candel Therapeutics (the ?Company?), and John Canepa (the ?Executive?) and is made effective as of December 1, 2020 (the ?Effective Date?). WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company on the terms

2021 Stock Option and Incentive Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1/A (File No. 333- 257444) filed with the SEC on July 16, 2021)

EX-10.2 12 d120909dex102.htm EX-10.2 Exhibit 10.2 CANDEL THERAPEUTICS, INC. 2021 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Candel Therapeutics, Inc. 2021 Stock Option and Incentive Plan (as amended from time to time, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors a

Senior Executive Cash Incentive Bonus Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1/A (File No. 333- 257444) filed with the SEC on July 16, 2021)

EX-10.3 13 d120909dex103.htm EX-10.3 Exhibit 10.3 CANDEL THERAPEUTICS, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Candel Therapeutics, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business

2021 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-257444)).

EX-10.4 14 d120909dex104.htm EX-10.4 Exhibit 10.4 CANDEL THERAPEUTICS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Candel Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Candel Therapeutics, Inc. (the “Company”) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company’s common

Bylaws of the Registrant and the amendments thereto, as currently in effect

EXHIBIT 3.3 BYLAWS OF Advantagene, Inc. (hereinafter called the “Corporation”) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may have such other offices and places of business either within or without the State of Delaware as the Board of

Form of November 2018 Conditional Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1/A (File No. 333- 257444) filed with the SEC on July 16, 2021)

EX-4.4 9 d120909dex44.htm EX-4.4 Exhibit 4.4 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF

Employment Agreement by and between Advantagene, Inc. d/b/a Candel Therapeutics and Nathan Caffo dated September 24, 2020 (incorporated by reference to Exhibit 10.5.5 to the Registrant’s Registration Statement on Form S-1/A (File No. 333- 257444) filed with the SEC on July 16, 2021)

Exhibit 10.5.5 EMPLOYMENT AGREEEMENT This Employment Agreement (?Agreement?) is made between Advantagene Inc., a Delaware corporation d/b/a Candel Therapeutics (the ?Company?), and Nathan Caffo (the ?Executive?) and is made effective as of 24 Sept. 2020 (the Effective Date?). WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company on the new ter

Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect

EX-3.1 3 d120909dex31.htm EX-3.1 EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADVANTAGENE, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Advantagene, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREB

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333- 257444) filed with the SEC on July 16, 2021)

EX-4.1 7 d120909dex41.htm EX-4.1 Exhibit 4.1 THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SECURITIES REPRESENTED HEREBY MAY BE T

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1/A (File No. 333- 257444) filed with the SEC on July 16, 2021)

EX-10.6 21 d120909dex106.htm EX-10.6 Exhibit 10.6 CANDEL THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between Candel Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, suc

Consulting Agreement by and between Candel Therapeutics, Inc. and Susan Stewart dated January 4, 2020

Exhibit 10.5.6 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT, dated as of this January 4, 2020 (this “Agreement”), is by and between Susan Stewart located at [***] (“Consultant”), and Candel Therapeutics, Inc. with principal executive offices at 117 Kendrick Street, Needham, MA 02494 (“Company”). W I T N E S S E T H: WHEREAS, Company is a development stage biomedical and pharmaceutical company; W

Amended and Restated Employment Agreement by and between Advantagene, Inc. and Laura Aguilar, M.D., Ph.D. dated November 13, 2018 (incorporated by reference to Exhibit 10.5.3 to the Registrant’s Registration Statement on Form S-1/A (File No. 333- 257444) filed with the SEC on July 16, 2021)

EX-10.5.3 17 d120909dex1053.htm EX-10.5.3 Exhibit 10.5.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective November 13, 2018 (the “Effective Date”), by and between Advantagene, Inc., a Delaware corporation (the “Company”) and Laura Aguilar, M.D., Ph.D. (the “Employee”). The Company and the Employee are parties to th

Exclusive Patent License Agreement by and between Advantagene, Inc. and Mass General Brigham (formerly known as The Brigham and Women’s Hospital, Inc.) dated September 15, 2020 (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1/A (File No. 333- 257444) filed with the SEC on July 16, 2021)

Exhibit 10.9 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH ?[***]?. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. THE BRIGHAM AND WOMEN?S HOSPITAL, INC. EXCLUSIVE PATENT LICENSE AGREEMENT BWH Agreement No: [***] BWH Case No: [***], [***], an

Employment Agreement by and between Advantagene, Inc. d/b/a Candel Therapeutics and Paul Peter Tak, M.D., Ph.D. dated September 12, 2020 (incorporated by reference to Exhibit 10.5.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333- 257444) filed with the SEC on July 16, 2021)

EX-10.5.1 15 d120909dex1051.htm EX-10.5.1 Exhibit 10.5.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Advantagene, Inc., a Delaware corporation d/b/a Candel Therapeutics (the “Company”), and Paul Peter Tak, M.D. Ph.D. (the “Executive”) and is made effective as of September 12, 2020 “Effective Date”). WHEREAS, the Company desires to employ the Executive and the Execu

Lease of Premises at 117 Kendrick Street, Needham, Massachusetts by and between 117 Kendrick DE, LLC and the Registrant dated as of February 4, 2019 (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1/A (File No. 333- 257444) filed with the SEC on July 16, 2021)

EX-10.10 24 d120909dex1010.htm EX-10.10 Exhibit 10.10 LEASE OF PREMISES AT 117 KENDRICK STREET, NEEDHAM, MASSACHUSETTS FROM 117 KENDRICK DE, LLC TO ADVANTAGENE, INC. D/B/A CANDEL THERAPEUTICS TABLE OF CONTENTS Page SUMMARY OF BASIC TERMS iv ARTICLE I 1 ARTICLE II 5 Section 2.1 Lease Of The Premises 5 Section 2.2 Common Rights; Cafeteria; Common Facilities 5 Section 2.3 Parking 5 Section 2.4 Lease

Goodwin Procter

Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 July 16, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549 Attention: David Gessert and Celeste Murphy Re: Candel Therapeutics, Inc. Registration Statement on Form S-1 Filed June 25, 20

Amended and Restated Employment Agreement by and between Advantagene, Inc. and Estuardo Aguilar-Cordova dated November 13, 2018 (incorporated by reference to Exhibit 10.5.2 to the Registrant’s Registration Statement on Form S-1/A (File No. 333- 257444) filed with the SEC on July 16, 2021)

Exhibit 10.5.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into effective November 13, 2018 (the ?Effective Date?), by and between Advantagene, Inc., a Delaware corporation (the ?Company?) and Estuardo Aguilar-Cordova (the ?Employee?). The Company and the Employee are parties to that certain Employment Agreement, dated as of

Form of Underwriting Agreement

Exhibit 1.1 [Number of Shares] Candel Therapeutics, Inc. UNDERWRITING AGREEMENT [Date], 2021 Jefferies LLC Credit Suisse Securities (USA) LLC BMO Capital Markets Corp. UBS Securities LLC As Representatives of the several Underwriters c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue, New York, New York 10010-3629 c/o BMO Capi

Form of Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-257444)).

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CANDEL THERAPEUTICS, INC. Candel Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Candel Therapeutics, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State

Exclusive License Agreement by and between Advantagene, Inc. and Ventagen, LLC dated March 1, 2014 (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1/A (File No. 333- 257444) filed with the SEC on July 16, 2021)

EX-10.7 22 d120909dex107.htm EX-10.7 Exhibit 10.7 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. EXCLUSIVE LICENSE AGREEMENT between ADVANTAGENE, INC. and VENTAGEN, L.L.C. EXCLUSIVE LICEN

2015 Stock Plan, as amended, and forms of award agreements thereunder (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333- 257444) filed with the SEC on July 16, 2021)

EX-10.1 11 d120909dex101.htm EX-10.1 Exhibit 10.1 ADVANTAGENE, INC. 2015 STOCK PLAN 1. Purpose. This Advantagene, Inc. 2015 Stock Plan (the “Plan”) is intended to provide incentives: (a) to employees of Advantagene, Inc. (the “Company”), or its parent (if any) or any of its present or future subsidiaries (collectively, “Related Corporations”), by providing them with opportunities to purchase Commo

Form of November 2018 Unconditional Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1/A (File No. 333- 257444) filed with the SEC on July 16, 2021)

Exhibit 4.3 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPA

Form of Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-257444)).

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF CANDEL THERAPEUTICS, INC. (the ?Corporation?) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an ?Annual Meeting?) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may

As filed with the Securities and Exchange Commission on July 16, 2021.

S-1/A Table of Contents As filed with the Securities and Exchange Commission on July 16, 2021.

CONFIDENTIAL TREATMENT REQUESTED BY CANDEL THERAPEUTICS, INC.

Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 CONFIDENTIAL TREATMENT REQUESTED BY CANDEL THERAPEUTICS, INC. CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPL

Exclusive License Agreement by and between Advantagene, Inc., d/b/a Candel Therapeutics and Periphagen, Inc. dated December 9, 2019 (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1/A (File No. 333- 257444) filed with the SEC on July 16, 2021)

EX-10.8 5 d120909dex108.htm EX-10.8 Exhibit 10.8 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) dated as of