[8-K] GlycoMimetics, Inc. Reports Material Event

Rhea-AI Filing Summary

Form 8-K highlights

On 29 Jul 2025 Crescent Biopharma, Inc. (Nasdaq: CBIO) adopted an Executive Severance Plan covering all Vice-Presidents and above. The plan addresses two situations: (1) a “Qualifying Termination” (involuntary without Cause or resignation for Good Reason) and (2) a “CIC Qualifying Termination” occurring within three months before to 12 months after a Change-in-Control.

• Qualifying Termination: salary continuation equal to the executive’s “Severance Multiplier” (CEO & most execs 1.0×; Ryan Lynch 0.75×) plus Company-subsidised COBRA coverage for 12 months (9 months for Lynch).
• CIC Termination: lump-sum cash equal to (base salary + target bonus) × “CIC Severance Multiplier” (CEO 1.5×; other execs 1.25×; Lynch 1.0×); cash for 18/15/12 months of COBRA premiums, payment of any unpaid prior-year bonus, and full accelerated vesting of outstanding equity (performance awards settled at ≥target).
• Beginning 17 Mar 2026, a Qualifying Termination accelerates 30 % of the unvested time-based equity for the CEO and COO/President.
• Executives other than Lynch receive an excise-tax gross-up on any 280G “parachute” payments.

The severance plan supersedes prior offer-letter terms and could increase change-in-control costs. A Q2-25 earnings press release (Exhibit 99.1) was furnished, but no financial results are disclosed within this filing.

Positive

• Clarifies executive departure terms, potentially reducing litigation risk and providing transparency to investors
• Retention element may help maintain leadership continuity during strategic processes or potential M&A discussions

Negative

• Change-in-control payouts up to 1.5× salary+bonus materially increase potential cash outflows
• 280G excise-tax gross-ups are viewed negatively by proxy advisers and could face shareholder pushback
• Full acceleration of equity dilutes existing shareholders in a CIC scenario

Insights

Corporate Governance Expert

TL;DR: New plan materially raises potential CIC payouts and includes tax gross-ups—generally viewed as shareholder-unfriendly.

The Severance Plan obligates Crescent to pay the CEO up to 1.5× salary+bonus plus 18 months of COBRA and full equity acceleration upon a CIC termination. Comparable mid-cap biotech medians are closer to 1×-1.2× and rarely include gross-ups. The addition of 280G tax reimbursements re-introduces a practice most S&P 500 peers have phased out, increasing after-tax costs and potential dilution. Governance score impact is negative; ISS and Glass Lewis typically flag gross-ups and >1× multipliers. However, the programme clarifies obligations, which may aid retention during strategic reviews.

Sell-Side Biotechnology Analyst

TL;DR: Filing has limited immediate valuation impact; watch for Q2 numbers in Exhibit 99.1.

Operational fundamentals remain unknown because the earnings press release is not included. The severance plan slightly elevates cash burn risk in an M&A scenario but does not alter near-term R&D timelines or liquidity. Investors should review Exhibit 99.1 once released to assess quarter-end cash and trial updates. For now, the disclosure is governance-related rather than financial; I view it as neutral to the equity story.

0001253689false00012536892025-07-292025-07-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________________________________________________________

FORM 8-K

________________________________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 29, 2025

________________________________________________________________________________________________

Crescent Biopharma, Inc.

(Exact Name of Registrant as Specified in Charter)

________________________________________________________________________________________________

Cayman Islands			001-36177			06-1686563
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
300 Fifth Avenue Waltham, MA						02451
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (617) 430-5595

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

________________________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Ordinary Shares, $0.001 par value per share

CBIO

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02        Results of Operations and Financial Condition.

On July 31, 2025, Crescent Biopharma, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02 and Exhibits 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filling.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 29, 2025, the Board of Directors of the Company approved the Crescent Biopharma, Inc. Executive Severance Plan (the “Severance Plan”), which provides severance benefits to employees who hold the title of Vice President or higher, including each of the Company’s executive officers (the “participants”), in the event of a participant’s termination of employment without Cause or resignation for Good Reason, each as defined in the Severance Plan (a “Qualifying Termination”) and enhanced severance benefits if such termination occurs within three months before to 12 months after a Change in Control (as defined in the Severance Plan) of the Company (a “CIC Qualifying Termination”). The severance benefits provided in the Severance Plan supersede the separation benefits, if any, provided under the terms of each participant’s offer letter.

Under the Severance Plan, in the event of a Qualifying Termination, and subject to the participant’s execution of a general release of claims and continued compliance with all restrictive covenant obligations with the Company, the participant will receive: (i) base salary continuation equal to the participant’s “Severance Multiplier” multiplied by the participant’s base salary; (ii) Company-subsidized continuation coverage under the Company’s group health plans for up to a number of months equal to the participant’s “COBRA Multiplier”; and (iii) any other additional benefits specified in the participant’s participation agreement. In the event of a CIC Qualifying Termination, and subject to the participant’s execution of a general release of claims and continued compliance with all restrictive covenant obligations with the Company, the participant will receive: (i) a lump sum severance payment equal to the participant’s “CIC Severance Multiplier” multiplied by the sum of the participant’s base salary plus target bonus; (ii) any unpaid annual bonus for the year immediately preceding the termination year based on actual performance; (iii) a lump sum cash payment equal to the participant’s “CIC COBRA Multiplier” multiplied by the monthly continuation coverage premiums for the participant and the participant’s covered dependents; and (iv) accelerated vesting of the participant’s then outstanding equity-based awards, with any performance-based vesting conditions deemed to have been met based on the greater of target or, if determinable, actual performance.

Subject to their execution of a participation agreement, (i) the Company’s Chief Executive Officer will participate in the Severance Plan with a Severance Multiplier of 1.0x, a COBRA Multiplier of 12, a CIC Severance Multiplier of 1.5x, and a CIC COBRA Multiplier of 18, (ii) the Company’s other executive officers, other than Ryan Lynch, will participate with a Severance Multiplier of 1.0x, a COBRA Multiplier of 12, a CIC Severance Multiplier of 1.25x, and a CIC COBRA Multiplier of 15, and (iii) Mr. Lynch will participate with a Severance Multiplier of 0.75x, a COBRA Multiplier of 9, a CIC Severance Multiplier of 1.0x, and a CIC COBRA Multiplier of 12. In addition, upon a Qualifying Termination after March 17, 2026, for the Company's Chief Executive Officer and Chief Operating Officer and President, 30% of the unvested portion of their outstanding time-based equity awards will accelerate and become vested. In the event any of the amounts provided under the Severance Plan (or otherwise) would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and subject to the excise tax imposed by Section 4999 of the Code, then the Company’s executive officers (other than Mr. Lynch) will be eligible to receive a tax gross-up payment with respect to the excise tax imposed by Section 4999 of the Code.

The foregoing description of the Severance Plan does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Severance Plan, a copy of which is filed as Exhibit 10.1.

Item 9.01        Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.						Description
10.1						Crescent Biopharma, Inc. Executive Severance Plan and Form of Participation Agreement
99.1						Press Release issued by Crescent Biopharma, Inc. on July 31, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CRESCENT BIOPHARMA, INC.

Date: July 31, 2025

By:

/s/ Joshua Brumm

Name:

Joshua Brumm

Title:

Chief Executive Officer

FAQ

What did Crescent Biopharma (CBIO) disclose in its latest 8-K?

The company adopted an Executive Severance Plan and furnished a Q2-25 earnings press release (financials not included in the filing).

How much could the CEO of CBIO receive upon a change-in-control?

Up to 1.5× base salary plus target bonus, 18 months of COBRA premiums, unpaid prior-year bonus and full equity vesting.

Do the new severance terms include tax gross-ups?

Yes. Executives (except Mr. Lynch) are eligible for Section 280G excise-tax gross-up payments.

When does partial equity vesting occur outside a CIC?

For the CEO and COO/President, 30 % of unvested time-based equity vests on a Qualifying Termination after 17 Mar 2026.

Are any financial results included in this 8-K?

No. The Q2-25 results are only referenced; details reside in Exhibit 99.1, which is furnished but not reproduced here.