CANDEL THERAPEUTICS, INC.
117 Kendrick St, Suite 450
Needham, MA 02494
PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 26, 2024
This proxy
statement contains information about the 2024 Annual Meeting of Stockholders, or the Annual Meeting, of Candel Therapeutics, Inc., which will be held online on June 26, 2024 at 10:00 a.m. Eastern Time. You may attend the Annual Meeting
virtually via the Internet at www.virtualshareholdermeeting.com/CADL2024, where you will be able to vote electronically and submit questions. You will need the 16-digit control number included with the
proxy card in order to attend the Annual Meeting. The board of directors of Candel Therapeutics, Inc. is using this proxy statement to solicit proxies for use at the Annual Meeting. In this proxy statement, the terms Candel, Candel
Therapeutics, the Company, we, us, and our refer to Candel Therapeutics, Inc. The mailing address of our principal executive offices is Candel Therapeutics, Inc., 117 Kendrick St, Suite 450,
Needham, MA 02494.
All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are
specified, the proxies will be voted in accordance with the recommendation of our board of directors with respect to each of the matters set forth in this proxy statement and the accompanying proxy card. You may revoke your proxy at any time before
it is exercised at the meeting by giving our corporate secretary written notice to that effect.
This proxy statement and our 2023 Annual Report to
Stockholders for the fiscal year ended December 31, 2023, or the 2023 Annual Report, are first being made available to stockholders on or about May 30, 2024.
We are an emerging growth company under applicable federal securities laws and therefore permitted to conform with certain reduced public company
reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, the JOBS Act, including the compensation disclosures required of a
smaller reporting company, as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended, the Exchange Act. In addition, as an emerging growth company, we
are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We will remain an emerging growth company until the
earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering in July 2021; (ii) the last day of the fiscal year in which our total annual gross revenue is equal to or more than
$1.235 billion; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the
Securities and Exchange Commission, or the SEC. Even after we are no longer an emerging growth company, we may remain a smaller reporting company.
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Stockholders to be Held on June 26, 2024:
This proxy statement and our 2023 Annual Report to Stockholders are
available for viewing, printing and downloading at www.ProxyVote.com.
A copy of this proxy statement and our 2023 Annual Report, as filed with the SEC, except for exhibits, will be furnished without charge to any stockholder
upon written request to Candel Therapeutics, Inc., 117 Kendrick St, Suite 450 Needham, MA 02494, Attention: Corporate Secretary. This proxy statement and our 2023 Annual Report are also available on the SECs website at
www.sec.gov.
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