Crescent Biopharma, Inc.
18.53%
5,643,482
1253689
G2545C104
Dec 3, 2025
Dec 8, 2025, 04:30 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Fairmount Funds Management LLC | Investment Adviser | 18.53% | 5,643,482 | 0 | 5,643,482 |
| Fairmount Healthcare Fund II L.P. | Partnership | 18.53% | 5,643,482 | 0 | 5,643,482 |
| Peter Evan Harwin | Individual | 18.53% | 5,643,482 | 0 | 5,643,482 |
| Tomas Kiselak | Individual | 18.53% | 5,643,482 | 0 | 5,643,482 |
Disclosure Items (6)
Ordinary Shares, $0.001 par value
Crescent Biopharma, Inc.
300 Fifth Avenue, Waltham, MA, 02451
Item 3 of the Statement is hereby amended and supplemented as follows: In aggregate, the Reporting Persons have voting and dispositive power over 5,643,482 Ordinary Shares of the Company, which is comprised of (a) 2,747,866 Ordinary Shares, (b) Pre-Funded Warrants to purchase up to 5,616 Ordinary Shares, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the outstanding Ordinary Shares (and excluding 1,762,524 Ordinary Shares issuable upon exercise of the Pre-Funded Warrants in excess of the beneficial ownership limitation), and (c) 2,890,000 Ordinary Shares issuable upon conversion of 2,890 Series A Preferred Shares, the conversion of which is subject to a beneficial ownership limitation of 19.99% of the outstanding Ordinary Shares. On December 4, 2025, Fund II purchased a total of (i) 1,360,000 Ordinary Shares and (ii) Pre-Funded Warrants to purchase up to 131,434 Ordinary Shares through a private placement with the Company for an aggregate purchase price of $19,999,998.51. The securities were purchased with working capital.
The information in rows 11 and 13 of each of the cover pages (including the explanatory note in the "Comments") of this Amendment No. 1 is incorporated by reference herein.
The information in rows 7 through 10 of each of the cover pages of this Amendment No. 1 is incorporated by reference herein. The Reporting Persons' securities include (a) 2,747,866 Ordinary Shares, 2,890,000 Ordinary Shares issuable upon conversion of 2,890 shares of Series A Preferred Shares, and 5,616 Ordinary Shares issuable upon exercise of Pre-Funded Warrants directly held by Fund II and exclude (b) 1,762,524 Ordinary Shares issuable upon exercise of Pre-Funded Warrants directly held by Fund II. 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%. The securities exclude Ordinary Shares issuable upon exercise of Pre-Funded Warrants in excess of the beneficial ownership limitation. 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%.
On December 4, 2025, Fund II purchased a total of (i) 1,360,000 Ordinary Shares at a price of $13.41 per share and (ii) Pre-Funded Warrants to purchase 131,434 Ordinary Shares at a purchase price of $13.409 per Pre-Funded Warrant, which represents the per share purchase price of the Ordinary Shares less the $0.001 per share exercise price for each Pre-Funded Warrant, in the PIPE for an aggregate purchase price of $19,999,998.51.
Fairmount is the investment manager to Fund II and has voting and dispositive power over Ordinary Shares held on behalf of Fund II.
The information set forth in Item 4 of this Amendment No. 1 is incorporated herein by reference.
99.1 Joint Filing Agreement 99.2 Form of Securities Purchase Agreement, dated December 4, 2025, by and between Crescent Biopharma, Inc. and each purchaser thereto (incorporated herein by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on December 4, 2025) 99.3 Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on December 4, 2025) 99.4 Form of Registration Rights Agreement, dated December 4, 2025, by and between Crescent Biopharma, Inc. and the other parties thereto (incorporated herein by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed on December 4, 2025).