Filed Pursuant to Rule 424(b)(5)
Registration
No. 333-266605
AMENDMENT NO. 2 DATED May 24, 2024
to Prospectusdated August 12, 2022
Up to $74,804,289
Common Stock
This AmendmentNo. 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
inconjunction with the ATM Prospectus and the accompanying base prospectus
dated August 12, 2022 (File
No. 333-266605)
(the "Prospectus"), and is qualified by reference thereto, except to theextent
that the information herein amends or supersedes the information contained in
the ATM Prospectus or the Prospectus. This Amendment is not complete without,
and may only be delivered or utilized in connection with, the ATM Prospectus
and theProspectus, and any future amendments or supplements thereto.
We entered into an Open Market Sale Agreement
SM
with Jefferies LLC ("Jefferies"), dated August 5, 2022 (the "Sales
Agreement'), relating to shares of our common stock, par value $0.01 per
share, offered pursuant to theATM Prospectus and the Prospectus. In accordance
with the terms of the Sales Agreement, we may offer and sell shares of our
common stock having an aggregate offering price of up to $75,000,000 from time
to time through Jefferies acting as our salesagent. As of May 23, 2024, we
have offered and sold 109,485 shares of our common stock pursuant to the Sales
Agreement for aggregate proceeds of $195,711. Consequently, up to $74,804,289
remains available under the Sales Agreement.
We are filing this Amendment to amend the ATM Prospectus in order to update
our public float and indicate that, since our public float isabove
$75,000,000, we are no longer subject to the offering limits imposed by
General Instruction I.B.6 of Form
S-3.
If we become subject to the offering limits in General Instruction I.B.6 of Form
S-3
in the future, we will file another amendment to the ATM Prospectus.
Our common stock is listed onthe Nasdaq Global Market ("Nasdaq") under the
symbol "CADL." On May 23, 2024, the last reported sales price of our common
stock on Nasdaq was $10.69 per share.
Investing in our common stock involves a high degree of risk. Before making an
investment decision, please read the information under theheading "Risk
Factors" beginning on page
S-6
of the ATM Prospectus and in the Prospectus and the documents incorporated by
reference therein.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities ordetermined if
this Amendment, the ATM Prospectus or the Prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
-------------------------------------------------------------------------------
Jefferies
The date of this Amendment No. 2 to ATM Prospectus is May 24, 2024.
{graphic omitted}