Form 4 for CBIO CRESCENT BIOPHARMA, INC.
Accepted 2025-06-17 00:00:00 ET · period of report 2025-06-13 · accession 0000921895-25-001784 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2025-06-17 | 2025-06-13 | CBIO | BVF GP HOLDINGS LLC | 10% | J - Other | — | +1.27M | 707.1K | New | — |
| DM | 2025-06-17 | 2025-06-13 | CBIO | BVF GP HOLDINGS LLC | 10% | J - Other | — | +587.6K | 304.1K | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2025-06-13 | J | A | 56,079 | — | 62,383 | D | — | — | (F1) This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that previously collectively owned more than 10% of the Issuer's outstanding shares of Common Stock (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. (F5) On June 13, 2025, the Issuer completed a reverse merger transaction (the "Merger") with Crescent Biopharma, Inc. pursuant to that certain Agreement and Plan of Merger and Reorganization, dated October 28, 2024, as amended by Amendment No. 1 to the Agreement and Plan of Merger and Reorganization, dated February 14, 2025. In connection with the Merger, the Reporting Persons acquired an aggregate of 1,292,422 shares of Common Stock and 597,928 pre-funded warrants to purchase shares of Common Stock (the "Pre-Funded Warrants"), in exchange for all of the former Crescent Biopharma, Inc. capital stock owned by the Reporting Persons. (F7) Represents the number of securities owned following the Issuer's 1-for-100 Reverse Stock Split effected immediately prior to the Merger. (F4) Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS. |
| 2 | Common | Common Stock | 2025-06-13 | J | A | 556,617 | — | 593,740 | D | — | — | (F1) This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that previously collectively owned more than 10% of the Issuer's outstanding shares of Common Stock (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. (F5) On June 13, 2025, the Issuer completed a reverse merger transaction (the "Merger") with Crescent Biopharma, Inc. pursuant to that certain Agreement and Plan of Merger and Reorganization, dated October 28, 2024, as amended by Amendment No. 1 to the Agreement and Plan of Merger and Reorganization, dated February 14, 2025. In connection with the Merger, the Reporting Persons acquired an aggregate of 1,292,422 shares of Common Stock and 597,928 pre-funded warrants to purchase shares of Common Stock (the "Pre-Funded Warrants"), in exchange for all of the former Crescent Biopharma, Inc. capital stock owned by the Reporting Persons. (F7) Represents the number of securities owned following the Issuer's 1-for-100 Reverse Stock Split effected immediately prior to the Merger. (F3) Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2. |
| 3 | Common | Common Stock | 2025-06-13 | J | A | 657,308 | — | 707,116 | D | — | — | (F1) This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that previously collectively owned more than 10% of the Issuer's outstanding shares of Common Stock (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. (F5) On June 13, 2025, the Issuer completed a reverse merger transaction (the "Merger") with Crescent Biopharma, Inc. pursuant to that certain Agreement and Plan of Merger and Reorganization, dated October 28, 2024, as amended by Amendment No. 1 to the Agreement and Plan of Merger and Reorganization, dated February 14, 2025. In connection with the Merger, the Reporting Persons acquired an aggregate of 1,292,422 shares of Common Stock and 597,928 pre-funded warrants to purchase shares of Common Stock (the "Pre-Funded Warrants"), in exchange for all of the former Crescent Biopharma, Inc. capital stock owned by the Reporting Persons. (F7) Represents the number of securities owned following the Issuer's 1-for-100 Reverse Stock Split effected immediately prior to the Merger. (F2) Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF. |
| 4 | Derivative | Pre-Funded Warrants to Purchase Common Stock | 2025-06-13 | J | A | 25,944 | — | 25,944 | D | — · — to — | 25,944 Common Stock | (F1) This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that previously collectively owned more than 10% of the Issuer's outstanding shares of Common Stock (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. (F5) On June 13, 2025, the Issuer completed a reverse merger transaction (the "Merger") with Crescent Biopharma, Inc. pursuant to that certain Agreement and Plan of Merger and Reorganization, dated October 28, 2024, as amended by Amendment No. 1 to the Agreement and Plan of Merger and Reorganization, dated February 14, 2025. In connection with the Merger, the Reporting Persons acquired an aggregate of 1,292,422 shares of Common Stock and 597,928 pre-funded warrants to purchase shares of Common Stock (the "Pre-Funded Warrants"), in exchange for all of the former Crescent Biopharma, Inc. capital stock owned by the Reporting Persons. (F7) Represents the number of securities owned following the Issuer's 1-for-100 Reverse Stock Split effected immediately prior to the Merger. (F4) Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS. (F6) Each Pre-Funded Warrant may be exercised for one share of Common Stock. The Pre-Funded Warrants are exercisable immediately after the issue date and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. A holder of Pre-Funded Warrants (together with its attribution parties) may not exercise any portion of a Pre-Funded Warrant to the extent that immediately prior to or after giving effect to such exercise, the holder (together with its attribution parties) would own more than 9.99% of the shares of Common Stock outstanding immediately after such exercise. The exercise price of the Pre-Funded Warrants is equal to $0.001 divided by 0.1445. |
| 5 | Derivative | Pre-Funded Warrants to Purchase Common Stock | 2025-06-13 | J | A | 257,515 | — | 257,515 | D | — · — to — | 257,515 Common Stock | (F1) This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that previously collectively owned more than 10% of the Issuer's outstanding shares of Common Stock (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. (F5) On June 13, 2025, the Issuer completed a reverse merger transaction (the "Merger") with Crescent Biopharma, Inc. pursuant to that certain Agreement and Plan of Merger and Reorganization, dated October 28, 2024, as amended by Amendment No. 1 to the Agreement and Plan of Merger and Reorganization, dated February 14, 2025. In connection with the Merger, the Reporting Persons acquired an aggregate of 1,292,422 shares of Common Stock and 597,928 pre-funded warrants to purchase shares of Common Stock (the "Pre-Funded Warrants"), in exchange for all of the former Crescent Biopharma, Inc. capital stock owned by the Reporting Persons. (F7) Represents the number of securities owned following the Issuer's 1-for-100 Reverse Stock Split effected immediately prior to the Merger. (F3) Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2. (F6) Each Pre-Funded Warrant may be exercised for one share of Common Stock. The Pre-Funded Warrants are exercisable immediately after the issue date and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. A holder of Pre-Funded Warrants (together with its attribution parties) may not exercise any portion of a Pre-Funded Warrant to the extent that immediately prior to or after giving effect to such exercise, the holder (together with its attribution parties) would own more than 9.99% of the shares of Common Stock outstanding immediately after such exercise. The exercise price of the Pre-Funded Warrants is equal to $0.001 divided by 0.1445. |
| 6 | Derivative | Pre-Funded Warrants to Purchase Common Stock | 2025-06-13 | J | A | 304,098 | — | 304,098 | D | — · — to — | 304,098 Common Stock | (F1) This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that previously collectively owned more than 10% of the Issuer's outstanding shares of Common Stock (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. (F5) On June 13, 2025, the Issuer completed a reverse merger transaction (the "Merger") with Crescent Biopharma, Inc. pursuant to that certain Agreement and Plan of Merger and Reorganization, dated October 28, 2024, as amended by Amendment No. 1 to the Agreement and Plan of Merger and Reorganization, dated February 14, 2025. In connection with the Merger, the Reporting Persons acquired an aggregate of 1,292,422 shares of Common Stock and 597,928 pre-funded warrants to purchase shares of Common Stock (the "Pre-Funded Warrants"), in exchange for all of the former Crescent Biopharma, Inc. capital stock owned by the Reporting Persons. (F7) Represents the number of securities owned following the Issuer's 1-for-100 Reverse Stock Split effected immediately prior to the Merger. (F2) Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF. (F6) Each Pre-Funded Warrant may be exercised for one share of Common Stock. The Pre-Funded Warrants are exercisable immediately after the issue date and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. A holder of Pre-Funded Warrants (together with its attribution parties) may not exercise any portion of a Pre-Funded Warrant to the extent that immediately prior to or after giving effect to such exercise, the holder (together with its attribution parties) would own more than 9.99% of the shares of Common Stock outstanding immediately after such exercise. The exercise price of the Pre-Funded Warrants is equal to $0.001 divided by 0.1445. |