CRESCENT BIOPHARMA, INC. SEC Filings

Crescent Biopharma, Inc. is filing Post-Effective Amendment No. 2 to convert an existing Form S-1 into a Form S-3 shelf registration for the resale of up to 18,154,836 Ordinary Shares by existing investors. These Resale Shares include Ordinary Shares issued in a December 8, 2025 private placement, shares issuable upon exercise of pre-funded warrants, and shares issuable upon conversion of Series A non-voting convertible preferred shares held by Fairmount Healthcare Fund II L.P. As of July 22, 2026, at least 1,555,421 previously registered private placement shares have already been sold and are excluded from this prospectus.

The company is not selling any shares in this offering and will not receive proceeds from Selling Securityholders’ resales, other than the nominal cash exercise price if pre-funded warrants are exercised, which it intends to use for general corporate purposes. Ordinary shares were 37,143,940 outstanding as of July 22, 2026, and trade on Nasdaq Capital Market under the symbol CBIO, with a last reported price of $14.77 per share on July 29, 2026.

Crescent Biopharma, Inc. is registering for resale by selling securityholders up to 19,580,843 ordinary shares, including outstanding shares and shares issuable from pre-funded warrants and conversion of 2,890 Series A non-voting convertible preferred shares. The company’s ordinary shares trade on Nasdaq under “CBIO”; the closing price was $14.77 on July 29, 2026.

As of June 30, 2026, Crescent reported $171.6 million in cash and cash equivalents and total assets of $182.8 million, with total liabilities of $19.5 million and shareholders’ equity of $163.3 million. The company generated $1.0 million of license revenue in the first half of 2026 and recorded a net loss of $48.1 million, driven by $37.3 million in research and development and $16.6 million in general and administrative expenses.

Crescent is a clinical-stage oncology company developing programs such as CR-001 and CR-002 under license from Paragon Therapeutics, and SKB105 (CR-003) under license from Kelun. It reported net cash used in operating activities of $28.4 million for the six months ended June 30, 2026 and expects existing cash, together with proceeds from a July 2026 underwritten offering, to fund operations for at least twelve months from issuance of these financial statements.

Crescent Biopharma, Inc., a clinical-stage oncology company, reported a net loss of $24.8 million for Q2 2026 and $48.1 million for the first half of 2026. License revenue totaled $1.0 million year-to-date from its CR-001 collaboration with Kelun, with no revenue in the second quarter.

Operating expenses increased as the pipeline advanced: research and development was $19.4 million in Q2 and $37.3 million year-to-date, while general and administrative costs were $8.7 million in Q2 and $16.6 million year-to-date. Interest expense from prior convertible notes was eliminated after their 2025 conversion, and Crescent booked $1.8 million of other income from a gain on sale of assets.

Cash and cash equivalents were $171.6 million as of June 30, 2026, down from $213.2 million at year-end, after $28.4 million of operating cash outflows and $6.4 million used in investing, including an $80.0 million SKB105 (CR-003) license from Kelun. Total liabilities were modest at $19.5 million against $163.3 million of shareholders’ equity. Management expects existing cash, together with an underwritten offering completed in July 2026, to fund operations for at least twelve months from issuance.

Crescent Biopharma reported Q2 2026 results with R&D expenses of $19.4 million and G&A expenses of $8.7 million, leading to a net loss of $24.8 million, or $0.74 per share, compared with a $21.8 million loss a year earlier. The company is advancing its oncology pipeline, including the ASCEND Phase 1/2 trial of CR-001, a PD-1 x VEGF bispecific antibody, and ADC programs CR-002 and CR-003, with multiple proof-of-concept and combination data readouts expected beginning in 2027.

Cash and cash equivalents were $171.6 million as of June 30, 2026, with pro forma cash of $305.1 million after a July 2026 public offering that generated $143.7 million in gross proceeds. Crescent expects this capital to fund operations into the second half of 2028, with approximately 33.5 million ordinary shares outstanding, or 43.5 million pro forma.

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.

Fairmount Healthcare Fund II L.P., an entity associated with Crescent Biopharma, indirectly purchased 853,450 Ordinary Shares at $14.50 and Pre-Funded Warrants for 525,897 shares at $14.499 on July 16, 2026. The Pre-Funded Warrants are exercisable at $0.001 per share, have no expiration, and are subject to a 9.99% beneficial ownership cap.

After these purchases, Fairmount Healthcare Fund II L.P. indirectly held 3,601,316 Ordinary Shares and Pre-Funded Warrants for 2,294,037 shares. Fairmount Funds Management LLC, Peter Harwin, and Tomas Kiselak disclaim beneficial ownership beyond their pecuniary interest.

Crescent Biopharma, Inc. entered into an underwriting agreement for an underwritten public offering of ordinary shares and pre-funded warrants. The company is issuing 8,094,793 ordinary shares at $14.50 per share and, for certain investors, pre-funded warrants to purchase an aggregate of 525,897 ordinary shares at $14.499 per warrant.

The underwriters have a 30-day option to buy up to 1,293,103 additional ordinary shares at the public offering price, less underwriting discounts and commissions. Gross proceeds are expected to be approximately $125.0 million, with estimated net proceeds of about $115.9 million, or $133.5 million if the option is fully exercised. The offering is expected to close on July 16, 2026, subject to customary conditions.

Each pre-funded warrant has a $0.001 exercise price, is immediately exercisable, does not expire, and includes beneficial ownership limitations of 4.99%, 9.99% or 19.99%. Crescent expects the net proceeds, together with existing cash, to fund operating, working capital and capital expenditure needs into the second half of 2028.

Crescent Biopharma, Inc. is conducting a primary offering of 8,094,793 ordinary shares and 525,897 pre-funded warrants to purchase ordinary shares at $14.50 per share and $14.499 per pre-funded warrant, for a public offering size of $124,999,479. Underwriters hold a 30-day option to buy up to 1,293,103 additional ordinary shares.

The company expects net proceeds of approximately $115.9 million (or $133.5 million if the option is fully exercised), to fund clinical development of oncology candidates CR-001, CR-002 and CR-003, CMC activities, preclinical programs, and general corporate purposes. Net tangible book value per share will rise from $6.67 to $8.40, implying dilution of $6.10 per new share at the offering price. Management preliminarily estimates cash and cash equivalents of approximately $171.6 million as of June 30, 2026, and believes existing cash plus this raise will fund projected needs into the second half of 2028.

Crescent Biopharma, Inc. provides a preliminary estimate that cash and cash equivalents were approximately $171.6 million as of June 30, 2026. The figure is unaudited, based on management estimates for the quarter, and may change after completion of financial closing procedures.

The company states that its independent auditor, PricewaterhouseCoopers LLP, has not audited, reviewed, examined, compiled or applied procedures to this data. The information is treated as filed under Section 18 of the Exchange Act and incorporated by reference into certain securities law filings, and is accompanied by forward-looking statement cautions.