GLYC Form 3: Fairmount Funds Reveals Major Convertible and Warrant Holdings
Rhea-AI Filing Summary
Form 3 highlights for GlycoMimetics Inc. (now Crescent Biopharma, Inc.)
On 06/23/2025 Fairmount Funds Management LLC and its affiliated investment vehicle Fairmount Healthcare Fund II L.P. filed an Initial Statement of Beneficial Ownership (Form 3) following the closing of a complex restructuring that included (i) a two-step merger between GlycoMimetics, Inc. and privately held Crescent Biopharma, Inc. completed on 06/13/2025 and (ii) a redomicile from Delaware to the Cayman Islands effective 06/16/2025.
Equity position disclosed
- Ordinary shares: 1,387,866 shares held indirectly by Fairmount Healthcare Fund II L.P.
- Series A Non-Voting Convertible Preferred Shares: 2,890 shares, convertible into 2,890,000 ordinary shares; no expiration date and subject to a beneficial-ownership cap.
- Pre-funded warrants: 1,636,706 warrants exercisable at $0.001 per share; no expiration date but capped at 9.99% ownership upon exercise.
Aggregating the ordinary shares, the preferred share conversion amount, and underlying warrant shares, Fairmount controls or can acquire up to approximately 5.9 million ordinary shares. This exceeds the 10 % ownership threshold, and the filing confirms the filer’s dual status as both a director by deputization (through Peter Harwin) and a 10 % beneficial owner.
Key structural details
- Each Crescent common share exchanged for 0.1445 ordinary shares of the issuer.
- Each share of Crescent Seed Preferred exchanged for 0.0001445 Series A Preferred Shares.
- All Crescent pre-funded warrants exchanged 1:1 (0.1445 ratio applied) into issuer pre-funded warrants.
No cash consideration, valuation data, or earnings metrics are provided in the Form 3. The filing mainly establishes the post-merger and post-redomicile capital structure and confirms Fairmount’s governance role and sizable equity stake.
Positive
- Clear disclosure of a new 10 %+ holder and board representation enhances transparency for shareholders.
Negative
- Potential dilution from 2.89 M convertible preferred shares and 1.64 M pre-funded warrants could expand the ordinary share count by roughly 5.9 M shares.
Insights
TL;DR – Fairmount now controls >10 % of GLYC and holds large convertible & warrant positions that could add 5.9 M shares.
Fairmount’s Form 3 discloses a continuum of ownership: direct ordinary shares, open-ended Series A preferred, and pre-funded warrants. Collectively these instruments provide material voting and economic influence, although voting is limited on the preferred. The step-up from private Crescent equity to Cayman ordinary shares clarifies post-transaction capitalization. Because the securities have no expiration and low exercise price, potential dilution is significant, yet capped by 9.99 % until additional filings are made. Investors should monitor subsequent Forms 4/13D for sales, conversions or warrant exercises that may alter the float and governance balance.
TL;DR – Filing formalizes board representation and director-by-deputization rights for Fairmount.
By virtue of Peter Harwin’s board seat, Fairmount and its fund are considered directors under SEC rules. The Form 3 satisfies Section 16(a) requirements, enabling timely disclosure of any future insider transactions. The absence of expiration on both preferred shares and pre-funded warrants gives Fairmount lasting strategic leverage. However, the beneficial-ownership and warrant caps protect against sudden majority control without further shareholder notice. Overall, governance impact is moderate: Fairmount gains a formal voice but not outright dominance.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series A Non-Voting Preferred Shares | -- | -- | -- |
| holding | Pre-funded Warrant | -- | -- | -- |
| holding | Ordinary Shares | -- | -- | -- |
Footnotes (1)
- Effective as of June 13, 2025 (the "Effective Time"), (i) a wholly-owned subsidiary of GlycoMimetics, Inc. ("GlycoMimetics") merged with and into Crescent Biopharma, Inc. ("Crescent") with Crescent continuing as a wholly owned subsidiary of GlycoMimetics and the surviving corporation of the merger and (ii) immediately thereafter, Crescent merged with and into a second wholly-owned subsidiary of GlycoMimetics ("Second Merger Sub"), with Second Merger Sub being the surviving entity of the merger (collectively, the "Merger"). At the Effective Time, GlycoMimetics changed its name to "Crescent Biopharma, Inc." (hereinafter, the "Issuer"). This Form gives effect to the Issuer's completion of a conversion from a corporation organized under the laws of the State of Delaware (the "Delaware Corporation") to an exempted company incorporated under the laws of the Cayman Islands (the "Cayman Company"), effective as of June 16, 2025. In connection therewith, (a) each outstanding share of common stock of the Delaware Corporation was automatically converted into one ordinary share of the Cayman Company, (b) each outstanding share of Series A Non-Voting Convertible Preferred Stock of the Delaware Corporation was automatically converted into one outstanding Series A Non-Voting Convertible Preferred Share of the Cayman Company, and (c) each pre-funded warrant to acquire shares of common stock of the Delaware Corporation continued in existence in the form of and automatically became a pre-funded warrant to acquire an equal number of ordinary shares of the Cayman Company under the same terms and conditions. Represents the number of the Issuer's ordinary shares received by the Reporting Person in the Merger in exchange for the shares of Crescent's common stock held by the Reporting Person prior to the Merger. Each share of Crescent's common stock held at the Effective Time was exchanged for 0.1445 of the Issuer's ordinary shares. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. Peter Harwin and Tomas Kiselak are the managers of Fairmount. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. Series A Non-Voting Convertible Preferred Shares of the Issuer, par value $0.001 per share (the "Issuer Preferred Shares") are convertible into the Issuer's ordinary shares at any time at the option of the holder thereof, based on the Conversion Ratio and subject to certain limitations, including the Beneficial Ownership Limitation (as such terms are defined in the Certificate of Designation for the Issuer Preferred Shares filed with the Securities and Exchange Commission as Exhibit 3.6 to the Issuer's Form 8-K filed on June 18, 2025). The Issuer Preferred Shares have no expiration date. Represents the number of the Issuer's ordinary shares underlying 2,890 Issuer Preferred Shares received by the Reporting Person in the Merger in exchange for the shares of Crescent's Series Seed Convertible Preferred Stock ("Crescent Preferred Stock") held by the Reporting Person prior to the Merger. Each share of Crescent Preferred Stock held at the Effective Time was exchanged for 0.0001445 Issuer Preferred Shares. The pre-funded warrants to purchase the Issuer's ordinary shares (the "Issuer Pre-Funded Warrants") have no expiration date and are exercisable at any time after the date of issuance. A holder of Issuer Pre-Funded Warrants may not exercise the Issuer Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number ordinary shares outstanding immediately after giving effect to such exercise. Represents the number of Issuer Pre-Funded Warrants received by the Reporting Person in the Merger in exchange for pre-funded warrants to purchase shares of Crescent's common stock (the "Crescent Pre-Funded Warrants") held by the Reporting Person prior to the Merger. Each Crescent Pre-Funded Warrant held at the Effective Time was exchanged for 0.1445 Issuer Pre-Funded Warrants.
FAQ
Do the pre-funded warrants disclosed in the Form 3 have an expiration date?
Why did GlycoMimetics change its name to Crescent Biopharma and redomicile to Cayman Islands?
Is Fairmount considered an insider of Crescent Biopharma (formerly GLYC)?
