Crescent Biopharma Inc美股招股说明书(2026-01-15版)

Ordinary SharesOffered by the Selling Securityholders This prospectus relates to the proposed resale or other disposition by the selling securityholders identified herein (the “Selling Securityholders”)of up to (i) 13,664,251 (the “Private Placement Shares”) outstanding ordinary shares with a par value of US$0.001 per share (“Ordinary Shares”)issued pursuant to the Private Placement (as defined below), (ii) 131,434 Ordinary Shares (the “Private Placement Pre-Funded Warrant Shares”)issuable upon the exercise of pre-funded warrants (the “Private Placement Pre-Funded Warrants”) issued pursuant to the Private Placement and(iii)1,387,866 outstanding Ordinary Shares (the “Fairmount Shares”), 1,636,706 Ordinary Shares (the “Fairmount Pre-Funded Warrant Shares”)issuable upon the exercise of pre-funded warrants (the “Fairmount Pre-Funded Warrants”), and 2,890,000 Ordinary Shares (the “Fairmount Series AConversion Shares”) issuable upon the conversion of Series A non-voting convertible preferred shares (the “Fairmount Series A Shares”), in eachcase, held by Fairmount Healthcare Fund II L.P. as of immediately prior to the closing of the Private Placement. The Private Placement Shares, thePrivate Placement Pre-Funded Warrant Shares, the Fairmount Shares, the Fairmount Pre-Funded Warrant Shares and the Fairmount Series AConversion Shares are referred to herein as the “Resale Shares.” The Private Placement Shares and Private Placement Pre-Funded Warrants were issued and sold to accredited investors in a private placement,which closed on December 8, 2025 (the “Private Placement”). The Fairmount Shares, Fairmount Pre-Funded Warrants and Fairmount Series A Shareswere issued and sold to Fairmount prior to the closing of the Private Placement and were held by Fairmount as of immediately prior the closing of thePrivate Placement, and Fairmount is a Selling Securityholder hereunder. We are not selling any Resale Shares under this prospectus and will notreceive any of the proceeds from the sale or other disposition of Resale Shares by the Selling Securityholders. Upon any exercise of the PrivatePlacement Pre-Funded Warrants or the Fairmount Pre-Funded Warrants by payment of cash, however, we will receive the nominal cash exercise pricepaid by the holders thereof. We intend to use those proceeds, if any, for general corporate purposes. The Selling Securityholders may sell the Resale Shares on any national securities exchange or quotation service on which the securities may belisted or quoted at the time of sale, on the over-the-counter market, in one or more transactions otherwise than on these exchanges or systems, such asprivately negotiated transactions, or using a combination of these methods, and at fixed prices, at prevailing market prices at the time of the sale, atvarying prices determined at the time of sale, or at negotiated prices. See the disclosure under the heading “Plan of Distribution” elsewhere in thisprospectus for more information about how the Selling Securityholders may sell or otherwise dispose of their Resale Shares hereunder. The Selling Securityholders may sell any, all or none of the securities offered by this prospectus and we do not know when or in what amountthe Selling Securityholders may sell their Resale Shares hereunder following the effective date of the registration statement of which this prospectusforms a part. Discounts, concessions, commissions and similar selling expenses attributable to the sale of the Resale Shares will be borne by theSelling Securityholders. We will pay certain fees and expenses (other than discounts, concessions, commissions and similar selling expenses) incidentto the registration of the Resale Shares with the U.S. Securities and Exchange Commission (“SEC”). You should carefully read this prospectus and any applicable prospectus supplement before you invest in any of the securities being offered. Our Ordinary Shares are traded on The Nasdaq Capital Market under the symbol “CBIO.” On January 6, 2026, the last reported sale price forour Ordinary Shares was $11.07per share. An investment in our securities involves a high degree of risk. You should carefully consider the information under the heading “RiskFactors” beginning on page9of this prospectus and any applicable prospectus supplement. We are a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, have elected to comply withcertain reduced public company reporting requirements. Neither the Securities and Exchange Commission nor any other regulatory body have approved or disapproved these securities, orpassed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus isJanuary 15, 2026 Table of Contents ABOUT THIS PROSPECTUSiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1RISK FACTORS9USE OF PROCEEDS57DIVIDEND POLICY58INDUSTRY AND MARKET DATA59MANAGEMENT’S DISCUSSION AN