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Fairmount Funds holds 16.5% of Crescent Biopharma (CBIO) after July 2026 deal

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Crescent Biopharma, Inc. received an updated ownership disclosure from Fairmount Funds Management LLC, Fairmount Healthcare Fund II L.P., and principals Peter Harwin and Tomas Kiselak. The group reports beneficial ownership of 6,593,385 Ordinary Shares of Crescent Biopharma, representing 16.50% of the Ordinary Shares outstanding, based on 39,960,923 Ordinary Shares as of July 16, 2026. This position includes 3,601,316 Ordinary Shares, 2,890,000 Ordinary Shares issuable upon conversion of 2,890 Series A Preferred Shares, and 102,069 Ordinary Shares issuable upon exercise of Pre-Funded Warrants, while excluding 2,191,968 additional warrant shares due to beneficial ownership limits.

On July 16, 2026, Fairmount Healthcare Fund II L.P. purchased 853,450 Ordinary Shares at $14.50 per share and Pre-Funded Warrants to purchase 525,897 Ordinary Shares at $14.499 each in an underwritten public offering, for an aggregate purchase price of $20,000,005.60, using working capital. The securities were acquired for investment purposes.

The reporting persons entered into a 60-day Lock-Up Agreement following the final prospectus supplement, restricting sales of Crescent Biopharma securities without underwriters’ consent. The Pre-Funded Warrants carry a $0.001 exercise price, are immediately exercisable, and do not expire, but are subject to a 9.99% beneficial ownership limitation, which can be adjusted up to 19.99% with a 61-day delay. Conversion of the Series A Preferred Shares is capped at 19.99%, automatically dropping to 9.99% if Fairmount and affiliates’ ownership falls to 9.0% or less. Harwin also holds options for 9,023 Ordinary Shares at $15.30 per share that vested on June 2, 2026, but he disclaims beneficial ownership in favor of Fairmount-managed funds.

Positive

  • None.

Negative

  • None.
Beneficial ownership 6,593,385 Ordinary Shares Voting and dispositive power over Crescent Biopharma Ordinary Shares
Ownership percentage 16.50 % Portion of Crescent Biopharma Ordinary Shares outstanding represented by the reported position
Direct Ordinary Shares held 3,601,316 Ordinary Shares Ordinary Shares directly held as part of the Fairmount group’s position
Series A conversion shares 2,890,000 Ordinary Shares Ordinary Shares issuable upon conversion of 2,890 Series A Preferred Shares
Excluded warrant shares 2,191,968 Ordinary Shares Ordinary Shares underlying Pre-Funded Warrants excluded due to beneficial ownership limitation
Shares outstanding baseline 39,960,923 Ordinary Shares Ordinary Shares outstanding as of July 16, 2026 used to calculate ownership
Aggregate offering purchase $20,000,005.60 Total paid for 853,450 Ordinary Shares and 525,897 Pre-Funded Warrants on July 16, 2026
Offering share price $14.50 per share Price per Crescent Biopharma Ordinary Share in the July 16, 2026 underwritten offering
beneficial ownership limitation financial
"The exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Pre-Funded Warrants financial
"Pre-Funded Warrants to purchase up to 102,069 Ordinary Shares, the exercise of which is subject"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Series A Preferred Shares financial
"2,890,000 Ordinary Shares issuable upon conversion of 2,890 Series A Preferred Shares"
Series A preferred shares are an early-stage class of ownership sold to investors that gives them special protections and payment priority over regular common stock. Think of them as a safer seat on a bus: if the company earns money or is sold, holders get paid before ordinary shareholders, and they often can convert to common shares later to share upside; that mix of safety and growth potential helps investors manage risk and reward.
underwritten public offering financial
"purchased a total of 853,450 Ordinary Shares and Pre-Funded Warrants ... in an underwritten public offering"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
Lock-Up Agreement financial
"the Reporting Persons entered into a customary lock-up letter agreement (the "Lock-Up Agreement")"
A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.
dispositive power financial
"Fairmount is the investment manager to Fund II and has voting and dispositive power over Ordinary Shares"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How much of Crescent Biopharma (CBIO) do the Fairmount entities now own?

The Fairmount entities report beneficial ownership of 6,593,385 Ordinary Shares of Crescent Biopharma, representing 16.50% of the Ordinary Shares outstanding, calculated using 39,960,923 Ordinary Shares outstanding as of July 16, 2026.

What securities make up the Fairmount group’s 6,593,385-share CBIO position?

The group’s position includes 3,601,316 Ordinary Shares, 2,890,000 Ordinary Shares issuable from 2,890 Series A Preferred Shares, and 102,069 Ordinary Shares from Pre-Funded Warrants, while excluding 2,191,968 warrant shares blocked by a beneficial ownership limitation.

What did Fairmount Healthcare Fund II L.P. buy in the July 16, 2026 CBIO offering?

On July 16, 2026, Fairmount Healthcare Fund II L.P. bought 853,450 Ordinary Shares at $14.50 per share and Pre-Funded Warrants for 525,897 shares at $14.499 each, for a total purchase price of $20,000,005.60 in an underwritten public offering.

What are the key terms of Crescent Biopharma (CBIO) Pre-Funded Warrants held by Fairmount?

The Pre-Funded Warrants have a $0.001 exercise price, are immediately exercisable, and do not expire. Exercises are limited by a 9.99% beneficial ownership cap, which holders may adjust up to 19.99%, with increases becoming effective after 61 days.

What beneficial ownership limits apply to Fairmount’s Series A Preferred Shares in CBIO?

Conversion of Fairmount’s Series A Preferred Shares into Ordinary Shares is subject to a 19.99% beneficial ownership cap. If Fairmount and affiliates’ ownership falls to 9.0% or less, this cap automatically reduces to 9.99% of Crescent Biopharma’s outstanding Ordinary Shares.

Is there a lock-up restricting Fairmount’s sales of Crescent Biopharma (CBIO) securities?

Yes. The reporting persons entered a 60-day Lock-Up Agreement in connection with the July 16, 2026 underwritten offering, agreeing not to sell Crescent Biopharma securities without the underwriters’ consent, subject to other customary lock-up conditions.





G2545C104

(CUSIP Number)
Ms. Erin O'Connor
Fairmount Funds Management LLC, 200 Barr Harbor Drive, Suite 400
West Conshohocken, PA, 19428
(267) 262-5300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
07/16/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
The securities include (a) 3,601,316 ordinary shares, $0.001 par value per share (the "Ordinary Shares"), 2,890,000 Ordinary Shares issuable upon conversion of 2,890 shares of Series A non-voting convertible preferred shares, par value $0.001 per share (the "Series A Preferred Shares"), and 102,069 Ordinary Shares issuable upon exercise of Pre-Funded Warrants directly held by Fairmount Healthcare Fund II L.P. ("Fund II") and exclude (b) 2,191,968 Ordinary Shares issuable upon exercise of Pre-Funded Warrants directly held by Fund II due to the application of a beneficial ownership limitation. The exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99% of the outstanding Ordinary Shares and the exercise of the Series A Preferred Shares is subject to a beneficial ownership limitation of 19.99%. At such time as Fairmount Funds Management LLC ("Fairmount") and its affiliates beneficially own 9.0% or less of the Ordinary Shares, the beneficial ownership limitation with respect to the Series A Preferred Shares will automatically reduce to 9.99%. Row 13 is based on 39,960,923 Ordinary Shares outstanding as of July 16, 2026, consisting of (i) 36,959,831 Ordinary Shares outstanding as of July 16, 2026, as reported in the Company's prospectus supplement filed pursuant to Rule 424(b)(5) dated July 14, 2026, (ii) 9,023 Ordinary Shares underlying options that are currently exercisable or will be exercisable within 60 days of the date of this filing by the Reporting Persons, (iii) 102,069 Ordinary Shares underlying the Pre-Funded Warrants owned by the Reporting Persons, subject to the beneficial ownership limitation, and (iv) 2,890,000 Ordinary Shares underlying the 2,890 shares of Series A Preferred Shares owned by the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
The securities include (a) 3,601,316 Ordinary Shares, 2,890,000 Ordinary Shares issuable upon conversion of 2,890 Series A Preferred Shares, and 102,069 Ordinary Shares issuable upon exercise of Pre-Funded Warrants directly held by the Reporting Person and exclude (b) 2,191,968 Ordinary Shares issuable upon exercise of Pre-Funded Warrants, due to the application of the beneficial ownership limitation. The exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99% of the outstanding Ordinary Shares and the exercise of the Series A Preferred Shares is subject to a beneficial ownership limitation of 19.99%. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the Ordinary Shares, the beneficial ownership limitation with respect to the Series A Preferred Shares will automatically reduce to 9.99%. Row 13 is based on 39,960,923 Ordinary Shares outstanding as of July 16, 2026, consisting of (i) 36,959,831 Ordinary Shares outstanding as of July 16, 2026, as reported in the Company's prospectus supplement filed pursuant to Rule 424(b)(5) dated July 14, 2026, (ii) 9,023 Ordinary Shares underlying options that are currently exercisable or will be exercisable within 60 days of the date of this filing by the Reporting Persons, (iii) 102,069 Ordinary Shares underlying the Pre-Funded Warrants owned by the Reporting Persons, subject to the beneficial ownership limitation, and (iv) 2,890,000 Ordinary Shares underlying the 2,890 shares of Series A Preferred Shares owned by the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
The securities include (a) 9,023 Ordinary Shares issuable upon the exercise of options that are currently exercisable or will be exercisable within 60 days of the date of this filing held directly by Mr. Harwin*, (b) Fund II's direct holdings of (i) 3,601,316 Ordinary Shares, (ii) 2,890,000 Ordinary Shares issuable upon conversion of 2,890 Series A Preferred Shares, and (iii) 102,069 Ordinary Shares issuable upon exercise of Pre-Funded Warrants directly held by the Reporting Person and (c) exclude 2,191,968 Ordinary Shares issuable upon exercise of Pre-Funded Warrants due to the application of the beneficial ownership limitation. The exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99% of the outstanding Ordinary Shares and the exercise of the Series A Preferred Shares is subject to a beneficial ownership limitation of 19.99%. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the Ordinary Shares, the beneficial ownership limitation with respect to the Series A Preferred Shares will automatically reduce to 9.99%. Row 13 is based on 39,960,923 Ordinary Shares outstanding as of July 16, 2026, consisting of (i) 36,959,831 Ordinary Shares outstanding as of July 14, 2026, as reported in the Company's prospectus supplement filed pursuant to Rule 424(b)(5) dated July 10, 2026, (ii) 9,023 Ordinary Shares underlying options that are currently exercisable or will be exercisable within 60 days of the date of this filing by the Reporting Persons, (iii) 102,069 Ordinary Shares underlying the Pre-Funded Warrants owned by the Reporting Persons, subject to the beneficial ownership limitation, and (iv) 2,890,000 Ordinary Shares underlying the 2,890 shares of Series A Preferred Shares owned by the Reporting Persons. * Under Mr. Harwin's arrangement with Fairmount, Mr. Harwin holds the options for one or more investment vehicles managed by Fairmount (each, a "Fairmount Fund"). Mr. Harwin is obligated to turn over to Fairmount any net cash or stock received from the option for the benefit of such Fairmount Fund. Mr. Harwin therefore disclaims beneficial ownership of the option and underlying common stock.


SCHEDULE 13D




Comment for Type of Reporting Person:
The information in the "Comments" to the cover page for Fairmount Funds Management LLC above is hereby incorporated by reference.


SCHEDULE 13D


Fairmount Funds Management LLC
Signature:/s/ Peter Harwin
Name/Title:Peter Harwin, Managing Member
Date:07/20/2026
Signature:/s/ Tomas Kiselak
Name/Title:Tomas Kiselak, Managing Member
Date:07/20/2026
Fairmount Healthcare Fund II L.P.
Signature:/s/ Peter Harwin
Name/Title:Peter Harwin, Managing Member
Date:07/20/2026
Signature:/s/ Tomas Kiselak
Name/Title:Tomas Kiselak, Managing Member
Date:07/20/2026
Peter Harwin
Signature:/s/ Peter Harwin
Name/Title:Peter Harwin
Date:07/20/2026
Tomas Kiselak
Signature:/s/ Tomas Kiselak
Name/Title:Tomas Kiselak
Date:07/20/2026