GlycoMimetics Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Merger Agreement
On April 28, 2025, GlycoMimetics, Inc., a Delaware corporation (“GlycoMimetics”), Gemini Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of GlycoMimetics (“First Merger Sub”), Gemini Merger Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of GlycoMimetics (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs”), and Crescent Biopharma, Inc., a Delaware corporation (“Crescent”), entered into an amendment (the “Amendment”) to that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement,” and the mergers contemplated thereby, the “Merger”), dated October 28, 2024, as previously amended on February 14, 2025, by and among GlycoMimetics, Merger Subs and Crescent. The Amendment (i) establishes that Crescent restricted stock units (RSUs) will be assumed by GlycoMimetics upon the completion of the Merger using the same exchange ratio being used in connection with other Crecent securities to be assumed by Glycomimetics and (ii) clarifies certain voting mechanics in Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock to be filed by GlycoMimetics with the Secretary of State of the State of Delaware.
Based on GlycoMimetics’ and Crescent’s capitalization as of April 15, 2025 and taking into account GlycoMimetics’ current cash position, each share of Crescent common stock is currently estimated to be entitled to receive approximately 15.4192 shares of GlycoMimetics common stock. Immediately after the Merger, GlycoMimetics securityholders as of immediately prior to the Merger are expected to own approximately 2.6% of the outstanding shares of capital stock of the combined company (on a fully-diluted basis, and subject to dilution from any equity issued by Crescent after April 15, 2025 and before the closing), and former holders of Crescent securities (including shares purchased in the Concurrent Investment (as defined in the Merger Agreement)) are expected to own approximately 97.4% of the outstanding shares of capital stock of the combined company (on a fully-diluted basis), subject to certain assumptions, including, but not limited to, GlycoMimetics’ net cash as of closing being equal to $1.8 million.
The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the full text of the form of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference, and the full text of the Merger Agreement.
No Offer or Solicitation
This Current Report on Form 8-K is not intended to and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed transaction or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS CURRENT REPORT ON FORM 8-K ARE TRUTHFUL OR COMPLETE.
Important Additional Information About the Proposed Transaction Will be Filed with the SEC
This Current Report on Form 8-K is not a substitute for the Registration Statement or for any other document that GlycoMimetics may file with the SEC in connection with the proposed transaction. In connection with the proposed transaction between GlycoMimetics and Crescent Biopharma, Inc. (“Crescent”), GlycoMimetics has filed relevant materials with the SEC, including a Registration Statement on Form S-4. GlycoMimetics URGES INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GlycoMimetics, CRESCENT, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the Registration Statement and other documents filed by GlycoMimetics with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders should note that GlycoMimetics communicates with investors and the public using its website (www.glycomimetics.com) and the investor relations website (www.glycomimetics.com/investor-relations) where anyone will be able to obtain free copies of the Registration Statement and other documents filed by GlycoMimetics with the SEC and stockholders are urged to read the Registration Statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction.
Participants in the Solicitation
GlycoMimetics, Crescent and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the proposed transaction. Information about GlycoMimetics’ directors and executive officers including a description of their interests in GlycoMimetics is included in GlycoMimetics’ most recent Annual Report on Form 10-K, as filed with the SEC on February 13, 2025, and in subsequent reports filed with the SEC, including the Current Report on Form 8-K filed on February 25, 2025. Additional information regarding these persons and their interests in the proposed transaction will be included in the Registration Statement relating to the proposed transaction when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | ||
| Number | Exhibit Description | |
| 10.1 | Amendment to the Agreement and Plan of Merger and Reorganization | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GLYCOMIMETICS, INC. | ||
| By: | /s/ Brian Hahn | |
|
Date: April 28, 2025 |
Brian Hahn Principal Financial Officer |