Crescent Biopharma - Sticker 424(B)(3)

424B3 1 crescentbiopharma-sticker4.htm 424B3 Crescent Biopharma - Sticker 424(B)(3)

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-292600

Prospectus Supplement No. 2

(To Prospectus dated March 3, 2026)

19,580,843 Shares

Ordinary Shares

Offered by the Selling Securityholders

This prospectus supplement updates, amends and supplements the prospectus dated March 3, 2026 (the “Prospectus”), relating to the proposed resale or other disposition by the selling securityholders identified in the Prospectus of up to an aggregate of 19,580,843 ordinary shares with a par value of US$0.001 per share (“Ordinary Shares”) of Crescent Biopharma, Inc. (the “Company”), consisting of (i) 13,534,837 outstanding Ordinary Shares issued pursuant to the Private Placement (as defined in the Prospectus), (ii) 131,434 Ordinary Shares issuable upon the exercise of pre-funded warrants issued pursuant to the Private Placement and (iii) 1,387,866 outstanding Ordinary Shares, 1,636,706 Ordinary Shares issuable upon the exercise of pre-funded warrants, and 2,890,000 Ordinary Shares issuable upon the conversion of Series A non-voting convertible preferred shares, in each case, held by Fairmount Healthcare Fund II L.P. as of immediately prior to the closing of the Private Placement, which forms a part of our Registration Statement on Form S-1 (Registration No. 333-292600).

This prospectus supplement is being filed to update, amend and supplement the Prospectus with the information contained in our Quarterly Report on Form 10-Q filed with the SEC on April 29, 2026, which is set forth below.

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

Our Ordinary Shares are listed on the Nasdaq Stock Market (“Nasdaq”) under the symbol “CBIO”. On April 28, 2026, the closing sale price of our Ordinary Shares was $23.96 per share.

INVESTING IN OUR SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS” SECTION BEGINNING ON PAGE 9 OF THE PROSPECTUS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the Prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is April 29, 2026.


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


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


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)


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


		Page No.

	F orward -looking Statements	ii

	S ummary Risk Factors	i ii

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 Shareholders’ Equity (Deficit) (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	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

Item 4.	Controls and Procedures	36

Part II	Other Information	37

Item 1.	Legal Proceedings	37

Item 1A.	Risk Factors	37

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	80

Item 3.	Defaults Upon Senior Securities	80

Item 4.	Mine Safety Disclosures	80

Item 5.	Other Information	80

Item 6.	Exhibits	80

Signatures		82


	March 31,		December 31,
	2026		2025
Assets
Current assets:
Cash and cash equivalents	$	189,163	$	213,192
Accounts receivable, net	—		18,000
Prepaid expenses and other current assets	6,400		5,463
Total current assets	195,563		236,655
Property and equipment, net	929		846
Operating lease right-of-use assets	1,372		1,469
Restricted cash	107		107
Other assets	1,159		1,216
Total assets	$	199,130	$	240,293
Liabilities, Convertible Preferred Shares, and Shareholders’ Equity
Current liabilities
Accounts payable	$	1,190	$	9,997
Accrued expenses and other current liabilities	4,433		16,344
Related party accounts payable and other current liabilities	—		140
Deposit liability	5,000		5,000
Deferred revenue	3,117		4,156
Operating lease liability, current	453		435

Total current liabilities	14,193		36,072
Long term liabilities
Operating lease liability, noncurrent	1,090		1,209
Total liabilities	15,283		37,281
Commitments and contingencies (Note 13)
Shareholders’ equity:
Non-voting convertible preferred shares, $0.001 par value; 5,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 2,890 Series A designated shares issued and outstanding as of March 31, 2026 and December 31, 2025	4,000		4,000
Ordinary shares, $0.001 par value; 175,000,000 shares authorized as of March 31, 2026 and December 31, 2025, 27,571,935 and 27,556,767 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	28		28
Additional paid-in capital	374,911		370,793
Accumulated deficit	(195,092)		(171,809)
Total shareholders' equity	183,847		203,012
Total liabilities, convertible preferred shares, and shareholders’ equity	$	199,130	$	240,293


	Three Months Ended March 31, 2026		Three Months Ended March 31, 2025
License agreement revenue	$	1,039	$	—
Operating expenses
Research and development(1)	17,903		10,627
General and administrative(2)	7,865		3,597
Total operating expenses	25,768		14,224
Loss from operations	(24,729)		(14,224)
Other income (expense):
Interest income	1,446		188
Interest expense(3)	—		(1,112)
Total other income (expense)	1,446		(924)
Net loss and comprehensive loss	$	(23,283)	$	(15,148)

Net loss per share attributable to ordinary shareholders, basic and diluted	$	(0.70)	$	(19.63)
Net loss per share attributable to Series A non-voting convertible preferred shareholders, basic and diluted	$	(699.31)	—

Weighted-average ordinary shares outstanding used in computing net loss per share to ordinary shareholders, basic and diluted	30,397,886		771,851
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	2,890		—


	Convertible Preferred Stock			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)


	Convertible Preferred Stock			Non-Voting Preferred Shares			Ordinary Shares(2)			Additional Paid-in Capital		Accumulated Deficit		Total Shareholders' Equity (Deficit)
	Shares	Amount		Shares	Amount		Shares	Amount
Balances as of December 31, 2025	—	$	—	2,890	$	4,000	27,556,767	$	28	$	370,793	$	(171,809)	$	203,012
Issuance of Parascent warrants	—	—		—	—		—	—		423		—		423
Release of restricted stock units	—	—		—	—		15,168	—		—		—		—
Vesting of early exercised stock options	—	—		—	—		—	—		5		—		5
Stock-based compensation expense	—	—		—	—		—	—		3,690		—		3,690
Net loss	—	—		—	—		—	—		—		(23,283)		(23,283)
Balances as of March 31, 2026	—	$	—	2,890	$	4,000	27,571,935	$	28	$	374,911	$	(195,092)	$	183,847


	Three Months Ended March 31, 2026		Three Months Ended March 31, 2025
Cash flows from operating activities:
Net loss	$	(23,283)	$	(15,148)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense(1)	4,113		1,229
Depreciation expense	64		—
Non-cash interest expense	—		2
Non-cash lease expense	97		—
Changes in operating assets and liabilities:
Accounts payable	(2,312)		518
Accrued expenses and other current liabilities(2)	(3,456)		1,759
Related party accounts payable and other current liabilities	(140)		1,160
Deferred revenue	(1,039)		—
Operating lease liability	(101)		—
Accounts receivable	18,000		—
Prepaid expenses and other current assets	(937)		(371)
Other assets	57		—
Net cash used in operating activities	(8,937)		(10,851)
Cash flows from investing activities:
Purchase of research and development license	(8,000)		—
Purchases of property and equipment	(147)		—
Net cash used in investing activities	(8,147)		—
Cash flows from financing activities:
Proceeds from early exercise of options	—		5
Payment of debt issuance costs	—		(2)
Payment of deferred offering costs	(6,945)		(1,489)
Net cash used in financing activities	(6,945)		(1,486)
Net decrease in cash, cash equivalents, and restricted cash	(24,029)		(12,337)
Cash, cash equivalents, and restricted cash at beginning of period	213,299		34,766
Cash, cash equivalents, and restricted cash at end of period	$	189,270	$	22,429

Supplemental disclosure of non-cash operating and financing activities:
Vesting of early exercised stock options	$	5	$	—
Deferred financing costs included in accounts payable and accrued expenses	$	—	$	518


	March 31, 2026
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	110,281	$	—	$	—	$	110,281
Total Assets	$	110,281	$	—	$	—	$	110,281


	December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	124,522	$	—	$	—	$	124,522
Total Assets	$	124,522	$	—	$	—	$	124,522


Description	2026		2025
Beginning balance	$	—	$	61
Change in fair value	423		763
Issuance of warrant	(423)		—
Ending balance	$	—	$	824


	Three Months Ended	Three Months Ended
	March 31, 2026	March 31, 2025
Expected term (in years)	6.1	6.1
Expected volatility	109.2%	97.1%
Risk-free interest rate	3.9%	4.2%
Dividend yield	0.0%	0.0%


	March 31, 2026		March 31, 2025
Cash and cash equivalents	$	189,163	$	22,429
Restricted cash	107		—
Total cash, cash equivalents, and restricted cash shown in the statements of cash flows	$	189,270	$	22,429


	March 31, 2026		December 31, 2025
Prepaid research and development services	$	5,027	$	4,185
Other prepaid expenses and other current assets	1,373		1,278
Total prepaid expenses and other current assets	$	6,400	$	5,463


	March 31, 2026		December 31, 2025
Accrued withholding taxes	$	—	$	8,000
Accrued research and development	2,138		2,424
Accrued professional and consulting	479		799
Accrued employee compensation and benefits	1,816		5,121
Total accrued expenses and other current liabilities	$	4,433	$	16,344


	March 31, 2026
	Preferred Shares Authorized	Preferred Shares Issued and Outstanding(1)	Carrying Value		Liquidation Preference		Ordinary Shares Issuable Upon Conversion
Preferred Shares	5,000,000	2,890	$	4,000	$	—	2,890,000


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (thousands)
Outstanding balance as of December 31, 2025	6,186,318	$	10.00	9.5	$	—
Granted	222,939	10.83
Exercised	—	—
Forfeited or expired	(87,604)	13.06
Outstanding balance as of March 31, 2026	6,321,653	$	9.99	9.2	$	52,999
Vested and expected to vest as of March 31, 2026	6,321,653	$	9.99	9.2	$	52,999
Exercisable as of March 31, 2026	868,088	$	7.08	8.9	$	9,800


	Number of RSUs	Weighted Average Grant Date Fair Value
Unvested balance as of December 31, 2025	741,454	$	9.04
Granted	-	—
Vested	(128,154)	7.18
Forfeited	(6,179)	13.21
Unvested balance as of March 31, 2026	607,121	$	9.39


	Number of RSAs	Weighted Average Grant Date Fair Value
Unvested balance as of December 31, 2025	82,129	$	2.76
Granted	—	—
Vested	(7,428)	2.77
Forfeited	—	—
Unvested balance as of March 31, 2026	74,701	$	2.76


	As of
	March 31, 2026	March 31, 2025
Expected term (in years)	9.9	10.0
Expected volatility	99.7%	96.4%
Risk-free interest rate	4.4%	4.2%
Dividend yield	0.0%	0.0%


	Three Months Ended March 31, 2026		Three Months Ended March 31, 2025
General and administrative	$	2,141	$	439
Research and development	1,972		790
Total share-based compensation expense	$	4,113	$	1,229


	Total Unrecognized Compensation		Weighted Average Recognition Period
Unvested stock options	$	41,307	3.3 years
Unvested RSAs	$	205	2.5 years
Unvested RSUs	$	5,629	3.4 years


	Three Months Ended March 31, 2026		Three Months Ended March 31, 2025
Stock options	$	3,181	$	414
RSAs	19		21
RSUs	410		31
ESPP	80		—
Parascent warrant obligation	423		763
Total share-based compensation expense	$	4,113	$	1,229

SEC Form 424B3 filed by Crescent Biopharma Inc.