cbio-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________

FORM 10-Q

________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number 001-36177

________________________________

Crescent Biopharma, Inc.

(Exact name of registrant as specified in its charter)

________________________________


Cayman Islands									06-1686563
(State or other jurisdiction of incorporation or organization)									(I.R.S. 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

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No ☒

As of July 25, 2025, there were 13,892,562 of the issuer’s ordinary shares outstanding.

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		Page No.

Part I	Financial Information	1

Item 1.	Financial Statements (Unaudited)	1

	Condensed Consolidated Balance Sheets (Unaudited)	1

	Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	2

	Condensed Consolidated Statements of Convertible Preferred Shares and Share holders’ Equity (Def icit) (Unaudited)	3

	Condensed Consolidated Statements of Cash Flows (Unaudited)	4

	Notes to the Condensed Consolidated Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	34

Part II	Other Information	36

Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	72

Item 3.	Defaults Upon Senior Securities	73

Item 4.	Mine Safety Disclosures	73

Item 5.	Other Information	73

Item 6.	Exhibits	73

Signatures		75

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Part I. Financial Information

Item 1. Financial Statements

CRESCENT BIOPHARMA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share amounts)


	June 30,		December 31,
	2025		2024
Assets
Current assets:
Cash	$	152,645	$	34,766
Prepaid expenses and other current assets	1,582		38
Total current assets	154,227		34,804
Property and equipment, net	193		—
Operating lease right-of-use assets	1,607		—
Restricted cash	106		—
Other assets	1,300		813
Total assets	$	157,433	$	35,617
Liabilities, Convertible Preferred Shares, and Shareholders’ Equity (Deficit)
Current liabilities
Accounts payable	$	1,648	$	107
Accrued expenses and other current liabilities(1)	7,608		2,225
Related party accounts payable and other current liabilities	5,183		7,221
Operating lease liability, current	211		—
Warrant liability, related party	2,096		61
Total current liabilities	16,746		9,614
Long term liabilities
Operating lease liability, noncurrent	1,433		—
Notes payable, noncurrent(2)	—		37,482
Total liabilities	18,179		47,096
Commitments and contingencies (Note 12)
Convertible preferred shares:
Series Seed convertible preferred shares, $0.0001 par value; no shares and 20,000,000 shares authorized as of June 30, 2025 and December 31, 2024, respectively; no shares and 20,000,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively; liquidation preference of $0 and $4,000 as of June 30, 2025 and December 31, 2024, respectively	—		4,000
Shareholders’ equity (deficit):
Series A non-voting convertible preferred shares, $0.001 par value; 5,000,000 shares and no shares authorized as of June 30, 2025 and December 31, 2024, respectively; 2,890 shares and no shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	4,000		—
Ordinary shares, $0.001 par value; 175,000,000 and 40,000,000 shares authorized as of June 30, 2025 and December 31, 2024, respectively, 13,892,562 and 1,018,604 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	14		1
Additional paid-in capital	190,045		2,387
Accumulated deficit	(54,805)		(17,867)
Total shareholders' equity (deficit)	139,254		(15,479)
Total liabilities, convertible preferred shares, and shareholders’ equity (deficit)	$	157,433	$	35,617

________________________

(1)Includes related party amount of $341 as of December 31, 2024.

(2)Includes related party amount of $14,993 as of December 31, 2024.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CRESCENT BIOPHARMA, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

(in thousands, except share and per share amounts)


	Three Months Ended June 30, 2025		Six Months Ended June 30, 2025
Operating expenses
Research and development(1)	$	12,081	$	22,708
General and administrative(2)	8,949		12,547
Total operating expenses	21,030		35,255
Loss from operations	(21,030)		(35,255)
Other income (expense):
Interest income	313		502
Interest expense(3)	(1,073)		(2,185)
Total other expense	(760)		(1,683)
Net loss and comprehensive loss	$	(21,790)	$	(36,938)

Net loss per share attributable to ordinary shareholders, basic and diluted	$	(4.93)	$	(14.11)
Net loss per share attributable to Series A non-voting convertible preferred shareholders, basic and diluted	$	(4,930.97)	$	(14,104.90)

Weighted-average ordinary shares outstanding used in computing net loss per share to ordinary shareholders, basic and diluted	3,856,925		2,331,339
Weighted-average Series A non-voting convertible preferred shares outstanding used in computing net loss per share to Series A non-voting convertible preferred shareholders, basic and diluted	565		286

_________________________

(1)Includes related party amount of $6,292 and $15,069 for the three and six months ended June 30, 2025, respectively.

(2)Includes related party amount of $164 and $630 for the three and six months ended June 30, 2025, respectively.

(3)Includes related party amount of $420 and $865 for the three and six months ended June 30, 2025, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CRESCENT BIOPHARMA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY (DEFICIT)

(UNAUDITED)

(In thousands, except share amounts)


	Convertible Preferred Stock			Series A Non-Voting Preferred Shares			Ordinary Shares(1)			Additional Paid-in Capital		Accumulated Deficit		Total Shareholders' Equity (Deficit)
	Shares	Amount		Shares	Amount		Shares	Amount
Balances as of December 31, 2024	20,000,000	$	4,000	—	$	—	1,018,604	$	1	$	2,387	$	(17,867)	$	(15,479)
Stock-based compensation expense	—	—		—	—		-	—		466		—		466
Early exercise of stock options	—	—		—	—		811	—		—		—		—
Net loss	—	—		—	—		-	—		—		(15,148)		(15,148)
Balances as of March 31, 2025	20,000,000	$	4,000	—	$	—	1,019,415	$	1	$	2,853	$	(33,015)	$	(30,161)
Repurchase and cancellation of restricted stock awards	—	—		—	—		(127,889)	—		(177)		—		(177)
Exchange of Series Seed convertible preferred stock for Series A non-voting convertible preferred shares upon the closing of the reverse recapitalization	(20,000,000)	(4,000)		2,890	4,000		—	—		—		—		4,000
Conversion of convertible notes (including accrued interest) into ordinary shares and pre-funded warrants upon the closing of the reverse recapitalization	—	—		—	—		1,850,790	2		40,513		—		40,515
Issuance of ordinary shares and pre-funded warrants in the Pre-Closing financing	—	—		—	—		10,504,926	11		159,464		—		159,475
Issuance costs of Pre-closing financing and reverse recapitalization	—	—		—	—		—	—		(17,201)		—		(17,201)
Issuance of ordinary shares to former shareholders of GLYC in connection with the closing of the reverse recapitalization	—	—		—	—		645,320	—		525		—		525
Share-based compensation	—	—		—	—		—	—		4,068		—		4,068
Net loss	—	—		—	—		—	—		—		(21,790)		(21,790)
Balances as of June 30, 2025	—	$	—	2,890	$	4,000	13,892,562	$	14	$	190,045	$	(54,805)	$	139,254

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(1)Includes issuance of 296,106 restricted stock awards (see Note 8)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CRESCENT BIOPHARMA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


	Six Months Ended June 30, 2025
Cash flows from operating activities:
Net loss	$	(36,938)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense(1)	6,569
Depreciation expense	2
Non-cash interest expense(2)	2,185
Non-cash lease expense	23
Changes in operating assets and liabilities:
Accounts payable	(431)
Accrued expenses and other current liabilities	4,417
Related party accounts payable and other current liabilities	(2,038)
Operating lease liability	14
Prepaid expenses and other current assets	(1,134)
Other assets	78
Net cash used in operating activities	(27,253)
Cash flows from investing activities:
Purchases of property and equipment	(140)
Net cash used in investing activities	(140)
Cash flows from financing activities:
Proceeds from the Pre-Closing Financing, net	144,281
Cash acquired in connection with the reverse recapitalization	1,269
Proceeds from early exercise of options	5
Repurchase of equity awards	(177)
Net cash provided by financing activities	145,378
Net increase in cash and restricted cash	117,985
Cash at beginning of period	34,766
Cash and restricted cash at end of period	$	152,751

Supplemental disclosure of non-cash operating and financing activities:
Operating lease liability arising from obtaining operating right-of-use asset	$	1,630
Assets acquired in connection with the reverse recapitalization	$	1,710
Other liabilities assumed in connection with the reverse recapitalization	$	(2,454)
Purchases of property and equipment included in accounts payable and accrued expenses	$	55
Pre-Closing Financing and reverse recapitalization issuance costs included in accounts payable and accrued expenses	$	1,274
Convertible note principal and non-cash accrued interest converted to ordinary shares	$	40,515
Non-cash exchange of Pre-Merger Crescent Series Seed Preferred Stock for Series A Non-Voting Convertible Preferred Shares	$	4,000

_________________________

(1)Includes related party amount of $2,035, which is classified as a liability, for the six months ended June 30, 2025.

(2)Includes related party amount of $865 for the six months ended June 30, 2025.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CRESCENT BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Nature of the Business and Basis of Presentation

Background and Basis of Presentation

Crescent Biopharma, Inc., together with its subsidiaries (collectively “Crescent” or the “Company”), formerly known as GlycoMimetics, Inc. (“GlycoMimetics”), is a biotechnology company that is the result of the reverse recapitalization discussed below. Prior to the reverse recapitalization, the private company Crescent Biopharma, Inc. (“Pre-Merger Crescent”) was established and incorporated under the laws of the state of Delaware on September 19, 2024. The Company was founded to research and develop cancer therapy candidates licensed from Paragon Therapeutics, Inc. (“Paragon”), an antibody discovery engine founded by Fairmount Funds Management LLC (“Fairmount”). The Company is based in Waltham, Massachusetts and was formed to develop therapies for the treatment of solid tumors.

These condensed consolidated financial statements reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for a fair statement of the Company’s financial position as of June 30, 2025, and its results of operations and cash flows for the three and six months ended June 30, 2025. The condensed balance sheet as of December 31, 2024, included in the condensed consolidated balance sheets was derived from the Company’s audited financial statements. The condensed consolidated financial statements and accompanying notes are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial reporting and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and therefore do not include all information and disclosures normally included in the annual financial statements.

The results for the three and six months ended June 30, 2025 are not necessarily indicative of results expected for the full fiscal year or any subsequent interim period. The condensed consolidated financial statements include the financial statements of its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Reverse Recapitalization and Pre-Closing Financing

On June 13, 2025 (the “Closing Date”), the Company consummated the transaction (the “Closing”) pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of October 28, 2024, which agreement was subsequently amended on February 14, 2025 and April 28, 2025 (as amended, the “Merger Agreement”), by and among GlycoMimetics, Gemini Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of GlycoMimetics (“First Merger Sub”), Gemini Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of GlycoMimetics (“Second Merger Sub”), and Pre-Merger Crescent. As part of the Closing, First Merger Sub merged with and into Pre-Merger Crescent, with Pre-Merger Crescent surviving as a wholly owned subsidiary of GlycoMimetics and the surviving corporation of the merger (the “First Merger”), and, immediately following the First Merger and as part of the same overall transaction, Pre-Merger Crescent merged with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the merger (the “Second Merger” and, together with the First Merger, the “Merger”). Second Merger Sub changed its corporate name to “Crescent Biopharma Operating Company, LLC” and GlycoMimetics changed its name to “Crescent Biopharma, Inc.” The combined company is led by Pre-Merger Crescent’s management team and remains focused on developing novel therapies designed to set a new standard for treatment of solid tumors.

In accordance with an exchange ratio determined in accordance with the terms of the Merger Agreement (the “Exchange Ratio”), at the effective time of the First Merger (the “First Effective Time”), (i) each then-outstanding share of Pre-Merger Crescent common stock (including shares of Pre-Merger Crescent common stock issued in connection with the Crescent Pre-Closing Financing) was converted into the right to receive a number of shares of GlycoMimetics common stock equal to the Exchange Ratio, (ii) each then-outstanding share of Pre-Merger Crescent Series Seed Preferred Stock, par value $0.0001 per share (the “Series Seed Preferred Stock”), was converted into the right to receive a number of shares of GlycoMimetics Series A non-voting convertible preferred stock, par value $0.001 per share (the “Series A Preferred Stock”), equal to the Exchange Ratio divided by 1,000, (iii) each then-outstanding option to purchase Pre-Merger Crescent common stock was assumed by GlycoMimetics and was converted into an option to purchase shares of GlycoMimetics common stock, (iv) each then-outstanding Pre-Merger Crescent restricted stock unit was assumed by GlycoMimetics, and

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(v) each then-outstanding pre-funded warrant to purchase shares of Pre-Merger Crescent common stock was converted into a pre-funded warrant to purchase shares of GlycoMimetics common stock.

The Exchange Ratio was calculated as 0.1445 shares of GlycoMimetics common stock for each share of Pre-Merger Crescent common stock (and 0.0001445 shares of Series A Preferred Stock for each share of Pre-Merger Crescent Series Seed Preferred Stock) on the Closing Date, which gives effect to a 1-for-100 reverse stock split of GlycoMimetics common stock immediately prior to the Merger. The par value per share and the number of authorized shares were not adjusted as a result of the Exchange Ratio. The shares of the Company’s common stock underlying outstanding stock options, restricted stock units, restricted stock awards, and other equity instruments were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities. All references to common stock, options to purchase common stock, common stock share data, per share data, and related information contained in the condensed consolidated financial statements have been retrospectively adjusted to reflect the effect of the Exchange Ratio for all periods presented, unless otherwise specifically indicated or the context otherwise requires.

Immediately prior to the completion of the Merger, and in order to provide Crescent with additional capital for its development programs, Pre-Merger Crescent issued and sold, and certain new and current investors purchased, 85,506,824 shares of common stock of Pre-Merger Crescent and 19,149,690 Pre-Merger Crescent pre-funded warrants, exercisable for 19,149,690 shares of Pre-Merger Crescent common stock, at an estimated purchase price of $1.9110 per share or an estimated purchase price of $1.9109 per warrant, for the aggregate amount of $200.0 million, which includes $37.5 million of proceeds previously received from the issuance of the Convertible Notes (as defined herein) and accrued interest of $3.0 million on such Convertible Notes and the related conversion into 21,200,564 shares of Pre-Merger Crescent common stock and pre-funded warrants in connection with the Crescent Pre-Closing Financing. At the Closing of the Merger, based on the Exchange Ratio, the Pre-Merger Crescent common stock and pre-funded warrants subscribed for were converted into the right to receive 12,355,716 shares of common stock and 2,767,122 pre-funded warrants. Shares of Pre-Merger Crescent common stock and pre-funded warrants to purchase shares of Crescent common stock issued pursuant to the Subscription Agreement were converted into shares of GlycoMimetics common stock and pre-funded warrants to purchase shares of GlycoMimetics common stock at Closing per the Merger Agreement.

The Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Pre-Merger Crescent was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the fact that, immediately following the Merger: (i) Pre-Merger Crescent stockholders own a substantial majority of the voting rights in the combined company; (ii) Pre-Merger Crescent’s largest stockholders retain the largest interest in the combined company; (iii) Pre-Merger Crescent designated a majority of the initial members of the board of directors of the combined company; and (iv) Pre-Merger Crescent’s executive management team became the management team of the combined company. Accordingly, for accounting purposes: (i) the Merger was treated as the equivalent of Pre-Merger Crescent issuing stock to acquire the net assets of GlycoMimetics, and (ii) the reported historical operating results of the combined company prior to the Merger are those of Pre-Merger Crescent. Additional information regarding the Merger is included in Note 3.

Redomestication

On June 16, 2025, Crescent changed its jurisdiction of incorporation from the State of Delaware to the Cayman Islands (the “Redomestication”) pursuant to a plan of conversion (the “Plan of Conversion”). The Redomestication became effective on June 16, 2025 and was accomplished by the filing of (i) a Certificate of Conversion with the Secretary of State of the State of Delaware and (ii) the requisite documents required under section 201 of the Companies Act (as amended) of the Cayman Islands (the “Companies Act”), as well as the Cayman Islands memorandum and articles of association of the Company (the “Articles”), with the Cayman Islands Registrar of Companies. For purposes of these condensed consolidated financial statements, references to “Crescent Delaware” mean Crescent prior to the Redomestication.

Upon the Redomestication, among other things: (i) each outstanding share of common stock, par value $0.001 per share, of Crescent Delaware automatically converted into one ordinary share, par value $0.001 per share, of the Company; (ii) each outstanding share of Series A Non-Voting Convertible Preferred Stock, par value $0.001 per share, of Crescent Delaware automatically converted into one share of Series A Non-Voting Convertible Preferred Share, par value $0.001 per share, of the Company (the “Series A Preferred Shares”); (iii) each outstanding option to purchase shares of common stock of Crescent Delaware automatically converted into an option to purchase ordinary shares of the Company; (iv) each outstanding restricted stock unit of Crescent Delaware automatically converted into a restricted stock unit of the Company;

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and (v) each warrant to purchase shares of common stock Crescent Delaware automatically converted into a warrant to purchase ordinary shares of the Company.

The rights of holders of ordinary shares of the Company are now governed by the Company's memorandum and articles of association and Cayman Islands law.

Liquidity and Going Concern

Since its inception, the Company has devoted substantially all of its resources to advancing the development of its portfolio of programs, organizing and staffing the Company, business planning, raising capital, and providing general and administrative support for these operations. Current and future programs will require significant research and development efforts, including preclinical and clinical trials, and regulatory approvals to commercialization. Until such time as the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operating activities through a combination of equity offerings and debt financings.

The Company has not generated any revenue from product sales or other sources and has incurred significant operating losses and negative cash flows from operations since inception. The Company has incurred net losses of $21.8 million and $36.9 million during the three and six months ended June 30, 2025, respectively, and has an accumulated deficit of $54.8 million at June 30, 2025. For the six months ended June 30, 2025, the Company used net cash of $27.3 million for its operating activities.

As of June 30, 2025, the Company had cash of $152.6 million. The Company’s management expects that the existing cash will be sufficient to fund the Company’s operating plans for at least twelve months from the date these condensed consolidated financial statements were issued. The Company expects that its research and development and general and administrative costs will continue to increase significantly, including in connection with conducting future preclinical activities and clinical trials and manufacturing for its existing product candidates and any future product candidates to support commercialization and providing general and administrative support for its operations, including the costs associated with operating as a public company. The Company’s ability to access capital when needed is not assured and, if capital is not available to the Company when, and in the amounts needed, the Company may be required to significantly curtail, delay, or discontinue one or more of its research or development programs or the commercialization of any product candidate, or be unable to expand its operations, or otherwise capitalize on the Company’s business opportunities, as desired, which could materially harm the Company’s business, financial condition, and results of operations.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of the Company’s financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions, and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected within these financial statements include but are not limited to research and development expenses and any applicable prepaid or accrued costs and the valuation of share-based compensation awards and related expenses. The Company bases its estimates on known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts, and experience. Actual results may differ materially from those estimates or assumptions.

SEC Form 10-Q filed by Crescent Biopharma Inc.