aibioCrescent Biopharma agrees to $185 million private placement and Kelun-Biotech license deals
Tickers CBIO
Crescent agreed to sell 13,795,685 ordinary shares at $13.41 for about $185.0 million. Two license deals with Kelun-Biotech require Crescent to pay $80.0 million within 30 days of signing, while Kelun-Biotech pays it $20.0 million in the same period.
Key facts
- Company
- Crescent Biopharma, Inc. (NASDAQ: CBIO)
- News type
- Financings
- Primary source
- CRESCENT BIOPHARMA, INC. Form 8-K filed December 4, 2025 (SEC EDGAR)
Crescent Biopharma, Inc. (Nasdaq: CBIO), a Cayman Islands exempted company, agreed on December 4, 2025 to sell ordinary shares and pre-funded warrants in a private placement for an aggregate purchase price of about $185.0 million. Two days earlier, on December 2, its subsidiary Crescent Biopharma Operating Company, LLC signed two license agreements with Sichuan Kelun-Biotech Biopharmaceutical Co., Ltd. (Kelun-Biotech). The company disclosed both in a Form 8-K filed December 4, 2025 under Items 1.01, 3.02, 7.01 and 8.01. The placement is expected to close on December 8, 2025.
The placement and the banks
Under the securities purchase agreement, investors agreed to buy 13,795,685 ordinary shares at $13.41 each. Some investors may take pre-funded warrants instead, at $13.409 per underlying share, which is the share price less the $0.001 exercise price. A holder cannot exercise a warrant if that would leave it owning more than 9.99% of the ordinary shares outstanding. The holder can raise that cap to no more than 19.99% on 61 days' notice.
The 8-K says Crescent engaged Jefferies LLC, TD Securities (USA) LLC, Guggenheim Securities, LLC, Cantor Fitzgerald & Co. and Wedbush & Co., LLC as placement agents for the placement. It says Piper Sandler & Co. served as financial advisor. The 8-K names no counsel to the company, the agents or the advisor. The press release says the placement would leave about 33.3 million ordinary shares and equivalents outstanding, including Series A non-voting convertible preferred stock. The 8-K does not describe that preferred stock.
Crescent must file a resale registration statement within 30 days after closing and use reasonable best efforts to have it declared effective within 60 days after that. The securities were not registered under the Securities Act of 1933. The company relied on Section 4(a)(2).
Two license deals, and the cash they move
In the first license, Crescent's subsidiary granted Kelun-Biotech an exclusive, royalty-bearing license to develop and sell CR-001, a bispecific antibody aimed at VEGF and PD-1, in greater China. Kelun-Biotech will pay $20.0 million within 30 days of signing, up to $30.0 million in development milestones, and tiered royalties from low to mid single digits.
In the second license, Kelun-Biotech granted Crescent's subsidiary an exclusive license to SKB105, an integrin beta-6-directed antibody-drug conjugate, outside greater China. Crescent must pay $80.0 million within 30 days of signing, up to $345.0 million in development milestones and up to $902.5 million in sales-based milestones. It must also pay royalties from mid-single digits to low-double digits.
The two deals do not balance in cash. Crescent receives $20.0 million and pays $80.0 million, both due within 30 days of signing. The company says its existing cash and the net placement proceeds will fund operations into 2028. The 8-K does not show how much of the $185 million will remain after the $80.0 million payment.
Clinical timing
The 8-K says Crescent expects to start a global Phase 1/2 trial of CR-001 in solid tumors in the first quarter of 2026, with proof-of-concept data in the first quarter of 2027. Kelun-Biotech plans a Phase 1/2 trial of the SKB105 antibody-drug conjugate in Greater China, with proof-of-concept data also expected in the first quarter of 2027. Combination data are not expected until the end of 2027. CR-002 remains preclinical, with an IND planned for mid-2026. The filing reports no clinical efficacy data.
The earlier annual report
The registrant's annual report for 2024, filed February 13, 2025, was filed while it was still named GlycoMimetics, Inc. It reports a net loss of $37.9 million for 2024 and $10.7 million in cash and cash equivalents at December 31, 2024. The report says the company had no committed source of additional funding other than the expected private placement, and it includes a going concern paragraph. That report tied the placement to a proposed merger with Crescent Biopharma, Inc.