Crescent Biopharma Inc 2025年度报告

For the fiscal year ended December31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission file number 001-36177 Crescent Biopharma, Inc. (Exact name of registrant as specified in its charter) (617) 460-5595Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and "emerging growth company" in Rule 12b-2 of the Exchange Act. Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant as of June 30, 2025, wasapproximately $177.2 million based on the closing price of the Registrant’s ordinary shares on The Nasdaq Capital Market on such date. The number of the Registrant’s Ordinary Shares outstanding as of February 23, 2026 was 27,556,767. TABLE OF CONTENTS Part I Item 1.Business6Item 1A.Risk Factors58Item 1B.Unresolved Staff Comments100Item 1C.Cybersecurity101Item 2.Properties102Item 3.Legal Proceedings102Item 4.Mine Safety Disclosures102 Part II Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities103Item 6.Reserved104Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations105Item 7A.Quantitative and Qualitative Disclosures about Market Risk119Item 8.Financial Statements and Supplementary Data120Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure157Item 9A.Controls and Procedures157Item 9B.Other Information157Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections157 Part III Item 10.Directors, Executive Officers and Corporate Governance158Item 11.Executive Compensation164Item 12.Security and Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters169Item 13.Certain Relationships and Related Transactions, and Director Independence173Item 14.Principal Accountant Fees and Services177 Part IV Item 15.Exhibits and Financial Statement Schedules178Item 16.Form 10-K Summary181Signatures182 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fa