06/17/2025 | Press release | Distributed by Public on 06/17/2025 16:53
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Pre-Funded Warrants to Purchase Common Stock(1) | (6) | 06/13/2025 | J(5) | 304,098 | (6) | (6) | Common Stock | 304,098 | (5) | 304,098(7) | D(2) | ||||
Pre-Funded Warrants to Purchase Common Stock(1) | (6) | 06/13/2025 | J(5) | 257,515 | (6) | (6) | Common Stock | 257,515 | (5) | 257,515(7) | D(3) | ||||
Pre-Funded Warrants to Purchase Common Stock(1) | (6) | 06/13/2025 | J(5) | 25,944 | (6) | (6) | Common Stock | 25,944 | (5) | 25,944(7) | D(4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BVF PARTNERS L P/IL 44 MONTGOMERY STREET 40TH FL SAN FRANCISCO, CA 94104 |
X | |||
BIOTECHNOLOGY VALUE FUND L P 44 MONTGOMERY STREET 40TH FL SAN FRANCISCO, CA 94104 |
X | |||
BVF I GP LLC 44 MONTGOMERY STREET 40TH FL SAN FRANCISCO, CA 94104 |
X | |||
BIOTECHNOLOGY VALUE FUND II LP 44 MONTGOMERY STREET 40TH FL SAN FRANCISCO, CA 94104 |
See Explanation of Responses | |||
BVF II GP LLC 44 MONTGOMERY STREET 40TH FL SAN FRANCISCO, CA 94104 |
See Explanation of Responses | |||
Biotechnology Value Trading Fund OS LP P.O. BOX 309 UGLAND HOUSE GRAND CAYMAN, E9 KY1-1104 |
See Explanation of Responses | |||
BVF Partners OS Ltd. P.O. BOX 309 UGLAND HOUSE GRAND CAYMAN, E9 KY1-1104 |
See Explanation of Responses | |||
BVF GP HOLDINGS LLC 44 MONTGOMERY STREET 40TH FL SAN FRANCISCO, CA 94104 |
X | |||
BVF INC/IL 44 MONTGOMERY STREET 40TH FL SAN FRANCISCO, CA 94104 |
X | |||
LAMPERT MARK N 44 MONTGOMERY STREET 40TH FL SAN FRANCISCO, CA 94104 |
X |
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President | 06/17/2025 | |
**Signature of Reporting Person | Date | |
Biotechnology Value Fund, L.P., By: BVF Partners L.P., its investment manager, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President | 06/17/2025 | |
**Signature of Reporting Person | Date | |
BVF I GP LLC, By: BVF GP HOLDINGS LLC, its sole member, By: /s/ Mark N. Lampert, Chief Executive Officer | 06/17/2025 | |
**Signature of Reporting Person | Date | |
Biotechnology Value Fund II, L.P., By: BVF Partners L.P., its investment manager, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President | 06/17/2025 | |
**Signature of Reporting Person | Date | |
BVF II GP LLC, By: BVF GP HOLDINGS LLC, its sole member, By: /s/ Mark N. Lampert, Chief Executive Officer | 06/17/2025 | |
**Signature of Reporting Person | Date | |
BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President | 06/17/2025 | |
**Signature of Reporting Person | Date | |
Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President | 06/17/2025 | |
**Signature of Reporting Person | Date | |
BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer | 06/17/2025 | |
**Signature of Reporting Person | Date | |
BVF Inc., By: /s/ Mark N. Lampert, President | 06/17/2025 | |
**Signature of Reporting Person | Date | |
/s/ Mark N. Lampert | 06/17/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | 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. |
(2) | 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. |
(3) | 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. |
(4) | 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. |
(5) | 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. |
(6) | 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. |
(7) | Represents the number of securities owned following the Issuer's 1-for-100 Reverse Stock Split effected immediately prior to the Merger. |