Crescent Biopharma Inc SEC Filings

Crescent Biopharma, Inc. registers 19,580,843 Ordinary Shares for resale by selling securityholders under a post-effective amendment to its Form S-1.

The prospectus covers resale of Private Placement Shares and related pre-funded warrant shares and shares held by Fairmount Healthcare Fund II L.P., with the company receiving no proceeds from resale transactions; nominal cash exercise proceeds from pre-funded warrants, if any, will be received by the company. The Private Placement closed on December 8, 2025 raising approximately $185.0 million. Shares outstanding were 27,556,767 as of February 23, 2026. The selling securityholders may sell the Resale Shares on exchanges, OTC, or via private transactions, at varying or negotiated prices.

Crescent Biopharma, Inc. files a prospectus supplement updating its resale prospectus to register up to 19,710,257 ordinary shares for resale by selling securityholders as described in the prospectus supplement dated February 26, 2026.

The supplement states the registered shares consist of (i) 13,664,251 outstanding shares issued in the Private Placement, (ii) 131,434 shares issuable upon exercise of pre-funded warrants, and (iii) amounts held by Fairmount Healthcare Fund II L.P., including 1,387,866 outstanding shares, 1,636,706 shares issuable upon exercise of pre-funded warrants, and 2,890,000 shares issuable upon conversion of Series A non-voting convertible preferred shares. The supplement incorporates information from the company’s Annual Report on Form 10-K filed February 26, 2026 and notes the company’s Nasdaq listing and closing share price of $12.49 on February 25, 2026.

Crescent Biopharma reported its fourth quarter and full year 2025 results, highlighting rapid pipeline expansion and heavy investment in oncology programs. The company generated $10.8 million in 2025 license revenue, all from a $20.0 million upfront payment under its CR-001 collaboration with Kelun-Biotech.

Research and development spending rose sharply to $138.1 million for 2025, driven by development of CR-001 and CR-002 and an $80.0 million upfront payment to Kelun-Biotech for CR-003. General and administrative expenses were $25.4 million, reflecting growth in headcount and public-company costs.

Crescent reported a full-year net loss of $153.9 million, or $12.81 per ordinary share. Cash and cash equivalents reached $213.2 million at December 31, 2025, supported by a $185 million private placement, which the company expects will fund operations into 2028. Around 33.3 million ordinary shares and equivalents were outstanding at year-end.

Operationally, Crescent advanced its immuno-oncology platform. The FDA cleared the IND for CR-001, and the first patient has been dosed in the global Phase 1/2 ASCEND trial in advanced solid tumors. The company expects proof-of-concept data from ASCEND in early 2027 and plans multiple additional Phase 1/2 trials for its ADC programs CR-002 and CR-003, including combination studies with CR-001.

Crescent Biopharma, Inc., now incorporated in the Cayman Islands after a reverse recapitalization with GlycoMimetics, is a clinical-stage oncology company with no approved products and a history of losses. Its strategy centers on CR-001, a PD-1 x VEGF bispecific antibody engineered to mirror the pharmacology of ivonescimab, which has shown superior progression-free survival to pembrolizumab in non-small cell lung cancer. Crescent plans a global Phase 1/2 trial of CR-001 across up to eight solid tumors, along with ADC candidates CR-002, a PD-L1-targeted topoisomerase ADC, and CR-003, an ITGB6-directed topoisomerase ADC licensed from Kelun. The company highlights extensive third-party dependencies and sizable milestone and royalty commitments under its Paragon and Kelun agreements, while targeting multiple trial starts in 2026 and initial data readouts in 2027. As of June 30, 2025, non-affiliate equity was valued at about $177.2 million, with 27,556,767 ordinary shares outstanding as of February 23, 2026.

Crescent Biopharma, Inc. received an updated Schedule 13G/A from a Venrock-affiliated investor group reporting significant passive ownership. The reporting entities and individuals together beneficially own 2,666,064 ordinary shares, representing 9.5% of the class as of December 31, 2025.

The holdings include ordinary shares and pre-funded warrants exercisable for up to 532,488 additional ordinary shares, based on 27,556,767 outstanding ordinary shares plus those issuable under the warrants. The group certifies the securities are not held for the purpose of changing or influencing control of Crescent Biopharma.

Crescent Biopharma, Inc. received a Schedule 13G reporting that Vestal Point Capital, LP and its CIO Ryan Wilder beneficially own 1,500,000 Ordinary Shares, equal to 5.4% of the company’s Ordinary Shares. These shares are held through a fund and a managed account advised by Vestal Point.

The reporting persons have shared voting and dispositive power over all 1,500,000 shares and no sole power. The ownership percentage is based on 27,556,767 Ordinary Shares outstanding, including shares issued in a December 8, 2025 private placement. They certify the position is held in the ordinary course of business and not to change or influence control of Crescent Biopharma.

FMR LLC has filed an amended Schedule 13G reporting beneficial ownership of 4,133,514 shares of Crescent Biopharma Inc. common stock, representing 15.0% of the class as of the event date. FMR has sole voting and dispositive power over these shares.

Abigail P. Johnson is also listed as a reporting person with beneficial ownership of the same 4,133,514 shares, holding sole dispositive but no voting power. The filing states the position is held in the ordinary course of business and not for the purpose of changing or influencing control, and that one or more other persons may receive dividends or sale proceeds, with no such person holding more than five percent of the class.

Crescent Biopharma is registering up to 19,710,257 ordinary shares for resale by existing investors, not for a new capital raise. These “Resale Shares” include 13,664,251 shares sold in a December 8, 2025 private placement, 131,434 shares underlying related pre-funded warrants, and additional shares held by Fairmount Healthcare Fund II L.P., including stock underlying pre-funded warrants and Series A convertible preferred shares.

The company will not receive proceeds from any resale of these shares, but will receive nominal cash if the pre-funded warrants are exercised. As of December 31, 2025, Crescent had 27,556,767 ordinary shares outstanding and 2,890 Series A non-voting convertible preferred shares outstanding. Crescent is a clinical-stage oncology-focused biotechnology company developing a PD-1 x VEGF bispecific antibody (CR-001) and antibody drug conjugates, with extensive risk disclosures around its early-stage pipeline, ongoing losses, and need for future financing.