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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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X0202 SCHEDULE 13D/A 0001387131-22-001918 0001494695 XXXXXXXX LIVE 1 Common Stock, $0.01 par value per share 12/16/2024 false 0001841387 137404109 CANDEL THERAPEUTICS, INC. 117 Kendrick St., Suite 450 Needham MA 02494 Paul B. Manning (434) 980-8100 c/o PBM Capital Group, LLC 200 Garrett Street, Suite S Charlottesville VA 22902 0001494695 N Paul B Manning b PF N X1 4487247.00 1303752.00 4487247.00 1303752.00 5790999.00 N 7.9 IN Y The Paul B. Manning Revocable Trust dated May 10, 2000 b AF N VA 2763527.00 0.00 2763527.00 0.00 2763527.00 N 3.8 OO Y BKB Growth Investments, LLC b AF N DE 0.00 1303752.00 0.00 1303752.00 1303752.00 N 1.8 OO Common Stock, $0.01 par value per share CANDEL THERAPEUTICS, INC. 117 Kendrick St., Suite 450 Needham MA 02494 This Amendment No. 1 (this "Amendment No. 1" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on February 14, 2022, (the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. As of the date hereof, the Reporting Persons may be deemed to beneficially own an aggregate of 5,790,999 shares of Common Stock, consisting of (i) 1,681,000 shares of the Issuer's common stock held by Paul and Diane Manning, JTWROS, (ii) 2,763,527 shares of the Issuer's common stock held by the Trust, (iii) 1,303,752 shares of the Issuer's common stock held by BKB and (iv) 42,720 shares of common stock issuable upon the exercise of options within 60 days of February 26, 2026 held by Mr. Manning. The Trust and BKB purchased 642,406 shares and 553,752 shares, respectively, pursuant to the Series B Preferred Stock financing in November 2018 for an aggregate purchase price of $8.4 million. Paul and Diane Manning, JTWROS purchased 1,625,000 shares in the Issuer's initial public offering, which closed on July 29, 2021, for an aggregate purchase price of $13.0 million. Paul and Diane Manning, JTWROS purchased 36,000 shares and 20,000 shares in the open market on July 27, 2021 and July 29, 2021, respectively, for an aggregate purchase price of $410 thousand. The Trust and BKB purchased 500,000 shares and 750,000 shares, respectively, pursuant to an underwritten offering by the Issuer, which closed on December 16, 2024 for an aggregate purchase price of $7.5 million. The Trust purchased 1,070,663 shares, pursuant to an private offering by the Issuer, which closed on June 25, 2025 for a purchase price of $5 million. The Trust purchased 550,458 shares, pursuant to an underwritten offering by the Issuer, which closed on February 23, 2026 for a purchase price of $3 million. The funds used by the Trust and BKB to acquire the securities described above were obtained from capital contributions from the respective entity's members. As of the date hereof, Mr. Manning is the record owner of (i) 1,681,000 of the Issuer's common stock and (ii) 42,720 shares of common stock issuable upon the exercise of options within 60 days of February 26, 2026. The common shares are held jointly with his spouse. As of the date hereof, the Trust is the record owner of 2,763,527 of the Issuer's common stock Mr. Manning is the Trustee of the Trust and has sole voting and dispositive power over the shares. As of the date hereof, BKB is the record owner of 1,303,752 shares of the Issuer's common stock. Mr. Manning is a co-manager of the manager of BKB and has shared voting and dispositive power over the shares. Each of Mr. Manning, the Trust and BKB may be deemed to beneficially own 7.9%, 3.8% and 1.8%, respectively, of the Issuer's outstanding Common Stock, which percentages are calculated based upon 73,244,473 shares of the Issuer's common stock outstanding as of February 20, 2026, as reported by the Issuer in its Prospectus Supplement, filed with the Securities and Exchange Commission on February 20, 2026. Collectively, the Reporting Persons beneficially own an aggregate of 5,790,999 shares of Common Stock, which represents 7.9% of the Issuer's outstanding Common Stock. Mr. Manning has sole power to vote and dispose of 4,487,247 shares and shared power to vote and dispose of 1,303,752 shares. The Trust has sole power to vote and dispose of 2,763,527 shares. BKB has shared power to vote and dispose of 1,303,752 shares. On February 23, 2026, the Trust purchased 550,458 shares of the Issuer's Common Stock at $5.45 per share. Except for this transaction, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer in the past sixty days. No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons. Not applicable. 99.1 Joint Filing Statement Paul B Manning /s/ Paul B Manning Paul B Manning 03/18/2026 The Paul B. Manning Revocable Trust dated May 10, 2000 /s/ Paul B. Manning Paul B. Manning, Trustee 03/18/2026 BKB Growth Investments, LLC /s/ Paul B. Manning and /s/ Bradford Manning Paul B. Manning, Manager and Bradford Manning, Manager 03/18/2026