C4 Therapeutics registers $125,000,000 in share sales through TD Cowen

C4 Therapeutics, Inc. (Nasdaq: CCCC) filed a prospectus supplement dated December 10, 2025 to sell up to $125,000,000 of common stock. The supplement relates to $125,000,000 of shares under a sales agreement that allows up to $200,000,000 in total. The shares are sold through TD Securities (USA) LLC, which the filing calls TD Cowen and names as the "Sales Agent" under the sales agreement dated October 31, 2024.

Terms of the sales agreement

Sales may be made on The Nasdaq Global Select Market at market prices, or in other transactions agreed between C4 and TD Securities. TD Securities is not required to sell any specific number or dollar amount, and will use commercially reasonable efforts to sell what C4 asks it to sell. No funds will be held in escrow, trust or a similar arrangement. TD Securities earns a commission of up to 3.0% of the gross sales price. The supplement says TD Securities will be deemed an underwriter under the Securities Act of 1933, and that C4 has agreed to indemnify it against certain liabilities.

Cooley, LLP of New York represents TD Securities in the offering. Goodwin Procter LLP of Boston passes on the validity of the shares for C4.

The supplement describes an earlier program. C4 filed a prospectus supplement dated November 13, 2024 under the same agreement and sold 3,769,483 shares for gross proceeds of approximately $9.6 million. The company says the earlier supplement was terminated effective October 16, 2025, and that it has issued no shares under the agreement since then.

The stock closed at $2.38 per share on November 20, 2025, the price the supplement gives. The October 2025 offering priced common stock at $2.47 per share.

Dilution and the option overhang

The supplement counts 74,174,515 shares outstanding as of September 30, 2025, and says its pro forma figures add the 21,895,000 shares sold in the October offering. It excludes 13,045,667 shares issuable on exercise of stock options, at a weighted-average exercise price of $8.24 per share. That price is well above the $2.38 close. It also excludes 2,871,426 shares issuable on restricted stock units, and it lists 3,621,225 shares still available under the 2020 plan and 2,652,916 under the employee stock purchase plan.

The prospectus warns that buyers of shares in this offering "may incur immediate and substantial dilution in the net tangible book value" of their shares. The warrants sold in October, covering 50,608,500 shares in each of two classes, are separate from this agreement and could add more shares if exercised.

Use of money and the cemsidomide trial

C4 says it intends to use the net proceeds from this offering, together with its existing cash, cash equivalents and marketable securities, to fund research and clinical development of pipeline candidates. The remainder would go to working capital and other general corporate purposes. The supplement repeats the October figures: about $117.0 million of net proceeds, and $341.7 million if all warrants are exercised. Those warrant proceeds depend on holders paying their exercise prices, while the stock was quoted at $2.38 in November.

The supplement describes a Phase 1 trial of cemsidomide in multiple myeloma and says data shared in September 2025 showed the drug with dexamethasone was "generally well-tolerated over the range of doses tested." It also says the drug showed "compelling anti-myeloma activity, as measured by overall response rate and clinical benefit rate." The supplement gives no response-rate figures for that activity. Those results come from a single early trial run by the company.

The company says it is prioritizing cemsidomide in myeloma and expects to start the next phase of development in 2026, including a Phase 1b trial in combination with elranatamab. The filing gives only the year, 2026, for that start.

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