CRESCENT BIOPHARMA, INC. Schedule 13G/A discloses that multiple Biotechnology Value Fund-related entities and Mark N. Lampert report shared beneficial ownership of the issuer's ordinary shares as of June 30, 2025. Individual holdings reported include Biotechnology Value Fund, L.P. (BVF) with 707,116 shares (approximately 5.1% of 13,892,562 outstanding shares), Biotechnology Value Fund II, L.P. (BVF2) with 593,740 shares (approximately 4.3%), and Biotechnology Value Trading Fund OS LP with 62,383 shares (about 0.4%). Aggregated positions held or attributable through affiliated vehicles total 1,387,863 shares, representing approximately 9.99% of the class. The filing also states that Pre-Funded Warrants exercisable for an aggregate of 597,928 shares are held by the reporting persons but could not be exercised as of June 30, 2025 due to a 9.99% exercise blocker.
Positive
Transparent disclosure of individual and aggregated holdings across BVF-related entities providing clarity on ownership structure
Pre-Funded Warrants Blocker prevents immediate exercise that would exceed 9.99%, limiting near-term dilution or sudden control shifts
Negative
Aggregate position near 9.99% (1,387,863 shares) approaches the 10% threshold that could trigger heightened regulatory or market scrutiny
Shared voting/dispositive power across multiple affiliated entities concentrates influence despite disclaimers, which may concern some investors
Insights
TL;DR: Affiliated BVF entities hold just under 10% of Crescent Biopharma, with blocked pre-funded warrants limiting immediate dilution or control shifts.
The disclosure indicates coordinated, shared voting and dispositive power among BVF, BVF2, related GP entities and Mark N. Lampert, resulting in an aggregate reported position of 1,387,863 shares or roughly 9.99% of outstanding stock based on 13,892,562 shares. The existence of 597,928 Pre-Funded Warrants that are subject to a 9.99% blocker is material because it constrains near-term conversion and potential ownership concentration changes. For investors, the filing signals a substantial passive stake by a specialized biotech investor group but does not allege an intention to change control.
TL;DR: The filing documents shared control attributes across affiliated entities and disclaims by several entities, consistent with standard 13G group reporting.
Group reporting and the multiple disclaimers of beneficial ownership are typical where general partners and holding entities coordinate investment positions. The reported shared voting and dispositive powers should be monitored because the aggregated position approaches the 10% level that can trigger additional disclosure or restrictions. The Pre-Funded Warrants Blocker is a contractual limit preventing exercise that would push ownership above 9.99%, which reduces immediate governance risk but preserves potential future optionality if blocker terms change.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
CRESCENT BIOPHARMA, INC.
(Name of Issuer)
Ordinary Shares, $0.001 par value per share
(Title of Class of Securities)
G2545C104
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G2545C104
1
Names of Reporting Persons
BIOTECHNOLOGY VALUE FUND L P
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
707,116.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
707,116.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
707,116.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G2545C104
1
Names of Reporting Persons
BVF I GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
707,116.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
707,116.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
707,116.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
G2545C104
1
Names of Reporting Persons
BIOTECHNOLOGY VALUE FUND II LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
593,740.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
593,740.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
593,740.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G2545C104
1
Names of Reporting Persons
BVF II GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
593,740.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
593,740.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
593,740.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.3 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
G2545C104
1
Names of Reporting Persons
Biotechnology Value Trading Fund OS LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
62,383.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
62,383.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
62,383.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G2545C104
1
Names of Reporting Persons
BVF Partners OS Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
62,383.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
62,383.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
62,383.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.4 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
G2545C104
1
Names of Reporting Persons
BVF GP HOLDINGS LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,300,856.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,300,856.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,300,856.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.4 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
G2545C104
1
Names of Reporting Persons
BVF PARTNERS L P/IL
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,387,863.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,387,863.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,387,863.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
G2545C104
1
Names of Reporting Persons
BVF INC/IL
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,387,863.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,387,863.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,387,863.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
G2545C104
1
Names of Reporting Persons
LAMPERT MARK N
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,387,863.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,387,863.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,387,863.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
CRESCENT BIOPHARMA, INC.
(b)
Address of issuer's principal executive offices:
Item 2.
(a)
Name of person filing:
Biotechnology Value Fund, L.P. ("BVF")
BVF I GP LLC ("BVF GP")
Biotechnology Value Fund II, L.P. ("BVF2")
BVF II GP LLC ("BVF2 GP")
Biotechnology Value Trading Fund OS LP ("Trading Fund OS")
BVF Partners OS Ltd. ("Partners OS")
BVF GP Holdings LLC ("BVF GPH")
BVF Partners L.P. ("Partners")
BVF Inc.
Mark N. Lampert ("Mr. Lampert")
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
Biotechnology Value Fund, L.P.
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF I GP LLC
44 Montgomery St., 40th Floor
San Francisco, California 94104
Biotechnology Value Fund II, L.P.
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF II GP LLC
44 Montgomery St., 40th Floor
San Francisco, California 94104
Biotechnology Value Trading Fund OS LP
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
BVF Partners OS Ltd.
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
BVF GP Holdings LLC
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF Partners L.P.
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF Inc.
44 Montgomery St., 40th Floor
San Francisco, California 94104
Mark N. Lampert
44 Montgomery St., 40th Floor
San Francisco, California 94104
(c)
Citizenship:
Biotechnology Value Fund, L.P.
Delaware
BVF I GP LLC
Delaware
Biotechnology Value Fund II, L.P.
Delaware
BVF II GP LLC
Delaware
Biotechnology Value Trading Fund OS LP
Cayman Islands
BVF Partners OS Ltd.
Cayman Islands
BVF GP Holdings LLC
Delaware
BVF Partners L.P.
Delaware
BVF Inc.
Delaware
Mark N. Lampert
United States
(d)
Title of class of securities:
Ordinary Shares, $0.001 par value per share
(e)
CUSIP No.:
G2545C104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of the close of business on June 30, 2025, the Reporting Persons and a certain Partners managed account (the "Partners Managed Account") held certain Pre-Funded Warrants (the "Pre-Funded Warrants") exercisable for an aggregate of 597,928 Shares. The Pre-Funded Warrants are exercisable at any time at an exercise price of $0.001 per Share and do not expire. A holder of Pre-Funded Warrants will not have the right to exercise any Pre-Funded Warrants to the extent that immediately prior to or following such exercise, the holder, together with its Attribution Parties (as defined in the Form of Pre-Funded Warrant To Purchase Common Stock, attached as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2025 (the "June 8-K")), would beneficially own in excess of 9.99% of the number of Shares outstanding immediately after giving effect to such exercise (the "Pre-Funded Warrants Blocker"). As of the close of business on June 30, 2025, the Pre-Funded Warrants Blocker prohibited the exercise of all of the Pre-Funded Warrants held by the Reporting Persons and the Partners Managed Account.
As of the close of business on June 30, 2025, (i) BVF beneficially owned 707,116 Shares, excluding 304,098 Shares underlying the Pre-Funded Warrants held by it, (ii) BVF2 beneficially owned 593,740 Shares, excluding 257,515 Shares underlying the Pre-Funded Warrants held by it and (iii) Trading Fund OS beneficially owned 62,383 Shares, excluding 25,944 Shares underlying the Pre-Funded Warrants held by it.
BVF GP, as the general partner of BVF, may be deemed to beneficially own the 707,116 Shares beneficially owned by BVF.
BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 593,740 Shares beneficially owned by BVF2.
Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 62,383 Shares beneficially owned by Trading Fund OS.
BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 1,300,856 Shares beneficially owned in the aggregate by BVF and BVF2.
Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 1,387,863 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, including 24,624 Shares held in the Partners Managed Account, which excludes 10,371 Shares underlying the Pre-Funded Warrants held by it.
BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 1,387,863 Shares beneficially owned by Partners.
Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 1,387,863 Shares beneficially owned by BVF Inc.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
(b)
Percent of class:
The following percentages are based on 13,892,562 Shares outstanding, which is the total number of Shares outstanding as of June 13, 2025 as reported in the June 8-K.
As of the close of business on June 30, 2025, (i) BVF beneficially owned approximately 5.1% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 4.3% of the outstanding Shares, (iii) Trading Fund OS beneficially less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 5.1% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 4.3% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 9.4% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.99% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Account).
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
BVF GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF. BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and held in the Partners Managed Account.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1 to Amendment No. 2 to the Schedule 13G filed with the Securities and Exchange Commission on February 14, 2020.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
How many Crescent Biopharma shares does Biotechnology Value Fund, L.P. (BVF) report owning?
BVF reports beneficial ownership of 707,116 shares, representing approximately 5.1% of the 13,892,562 shares outstanding used in this filing.
What aggregate percentage of Crescent Biopharma do BVF-related entities and affiliates hold?
Affiliated entities and accounts are reported to beneficially own an aggregate of 1,387,863 shares, equal to about 9.99% of the outstanding shares.
Are there warrants or other instruments involved in the reported position?
Yes. Reporting persons and a Partners managed account hold Pre-Funded Warrants exercisable for a total of 597,928 shares, but exercise was prohibited as of June 30, 2025 by a 9.99% blocker.
Does the filing indicate an intent to change or influence control of the issuer?
The certification in Item 10 states the securities were not acquired for the purpose of changing or influencing control; no intent to change control is asserted in the filing.
Who is listed as the authorized signatory for the filing?
Mark N. Lampert signed as the authorized signatory for the reporting persons on the filing dated August 14, 2025.
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