CRESCENT BIOPHARMA, INC. 8-K

What Happened
Crescent Biopharma announced on July 14, 2026 that it entered an underwriting agreement with Jefferies LLC and TD Securities (USA) LLC to sell 8,094,793 ordinary shares at $14.50 per share and, for certain investors, 525,897 pre‑funded warrants at $14.499 each. The underwriters will buy the securities from the company at $13.63 per share and $13.629 per pre‑funded warrant. The offering is expected to close on July 16, 2026, subject to customary closing conditions.

Key Details

• Offer size and pricing: 8,094,793 ordinary shares at $14.50/share; 525,897 pre‑funded warrants at $14.499 each.
• Underwriter option: 30‑day option to buy up to 1,293,103 additional shares. Net proceeds to Crescent expected to be ~ $115.9 million, or ~ $133.5 million if the option is fully exercised.
• Pre‑funded warrants: $0.001 exercise price, immediately exercisable, no expiration; holders choose a beneficial‑ownership cap (4.99%, 9.99% or 19.99%) that limits exercises (can be changed upward but only effective 61 days after notice).
• Use of proceeds: Company estimates the net proceeds plus existing cash will fund operations, working capital and capital expenditures into the second half of 2028 (based on current assumptions).

Why It Matters
This financing will increase Crescent’s cash runway (company says into H2 2028) but will also dilute existing shareholders when shares are issued or pre‑funded warrants are exercised. The underwriters’ overallotment option could raise additional capital and add further dilution. The offering is being done under Crescent’s shelf registration and is expected to close quickly (mid‑July 2026), subject to customary closing conditions. Investors should note the offered share counts, pricing, and the unique pre‑funded warrant structure and caps when evaluating dilution and ownership changes.