M&A - GLYCOMIMETICS INC

Form Type: S-4/A

Filing Date: 2025-04-04

Corporate Action: Merger

Type: Update

Accession Number: 000110465925032130

Filing Summary: GlycoMimetics, Inc. and Crescent Biopharma, Inc. entered into a Merger Agreement on October 28, 2024, which was amended on February 14, 2025. Under this agreement, Gemini Merger Sub Corp. will merge with Crescent, making Crescent a wholly owned subsidiary of GlycoMimetics. Following this, Crescent will merge into Gemini Merger Sub II, LLC, which will continue as the surviving entity. The merger will result in GlycoMimetics being renamed to Crescent Biopharma, Inc., and shareholders of Crescent will receive shares of GlycoMimetics common stock and preferred stock at an estimated exchange ratio of approximately 14.9149 common shares for each share of Crescent common stock. Additionally, certain stockholders are expected to sign support agreements to favor the merger. A special meeting of GlycoMimetics stockholders is called to approve various proposals, including changes to the charter and the authorization of a reverse stock split, among others. These changes are necessary for the execution of the merger and related transactions, with significant transitional impacts expected on capital structure and stockholder percentages in the new combined entity.

Document Link: View Document

Form Type: 425

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000110465925031461

Filing Summary: On April 3, 2025, GlycoMimetics, Inc. filed a Form 425 related to its proposed merger with Crescent Biopharma, Inc. This filing is made pursuant to Rule 425 under the Securities Act of 1933 and is deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934. The merger is established under an Agreement and Plan of Merger and Reorganization dated October 28, 2024, involving GlycoMimetics, Gemini Merger Sub Corp., and Crescent Biopharma. The transaction includes two stages where Gemini Merger Sub will first merge into Crescent, leading Crescent to become a wholly-owned subsidiary of GlycoMimetics, followed by the merger of Crescent with another wholly-owned subsidiary of GlycoMimetics, named Second Merger Sub. The transaction is subject to specific conditions as outlined in the Merger Agreement. This filing serves to provide important information regarding the financial implications and strategic benefits expected from this merger, particularly in relation to advancement in cancer therapy through Crescent's innovative pipeline of oncology programs.

Document Link: View Document

Form Type: 425

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000110465925031462

Filing Summary: On April 3, 2025, GlycoMimetics, Inc. filed a registration statement related to a proposed merger with Crescent Biopharma, Inc. as outlined in the Merger Agreement dated October 28, 2024. The transaction involves First Merger Sub merging with Crescent, making Crescent a wholly-owned subsidiary of GlycoMimetics, which is structured to enhance both companies' oncology drug development capability. Key leadership appointments within Crescent include Joshua Brumm as CEO, Jonathan McNeill, M.D. as president and COO, and Ellie Im, M.D. as chief medical officer. Crescent plans to advance an oncology pipeline, emphasizing a bispecific antibody program CR-001, with an anticipated IND submission slated for the fourth quarter of 2025. The document states that these moves are essential to realize potential financial benefits and operational synergies from the merger while warning investors about certain risks tied to the completion of the agreement.

Document Link: View Document

Form Type: 425

Filing Date: 2025-02-28

Corporate Action: Merger

Type: New

Accession Number: 000155837025001956

Filing Summary: On February 28, 2025, GlycoMimetics, Inc. filed a corporate action under Rule 425 related to the proposed transaction set forth in the Agreement and Plan of Merger dated October 28, 2024. The transaction involves GlycoMimetics and its wholly-owned subsidiaries, which will merge with Crescent Biopharma, Inc. The First Merger Sub will merge into Crescent, which will continue as a wholly-owned subsidiary of GlycoMimetics, while the Second Merger Sub will also merge into Crescent as part of this overall transaction. This communication includes a presentation from Crescent Biopharma offering details on its oncology programs and strategic vision in cancer therapy. The document also presents forward-looking statements regarding the anticipated developments from the merger and Crescent's pipeline, emphasizing their focus on innovative therapies for solid tumors. It highlights planned financing and development timelines associated with the merger, alongside a strategic approach aimed at enhancing clinical capabilities within the oncology market.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-02-25

Corporate Action: Merger

Type: Update

Accession Number: 000155837025001517

Filing Summary: On February 19, 2025, GlycoMimetics, Inc. received notice from Apollomics (Hong Kong) Limited terminating their Collaboration and License Agreement, effective 90 days post-notice. The agreement granted Apollomics exclusive rights for the development and commercialization of uproleselan and GMI-1687 in specified regions. Following the termination, GlycoMimetics has no remaining material obligations under the agreement. Additionally, on February 21, 2025, several directors and officers, including Mark Goldberg, M.D., Scott Jackson, Rachel King, and Scott Koenig, M.D., Ph.D., resigned from the Board, effective the same day, without any disagreements related to the company's practices. Concurrently, CEOs Harout Semerjian and CFO Brian Hahn ended their employment, with severance payments and consulting agreements established for both, ensuring continued service and responsibilities in their respective roles during the transition period. Notably, the document emphasizes a proposed merger with Crescent Biopharma, Inc., detailing ongoing regulatory submissions and advising stakeholders to review relevant SEC filings for comprehensive insights into the transaction.

Document Link: View Document

Form Type: 425

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000155837025001017

Filing Summary: On February 14, 2025, GlycoMimetics, Inc. and its wholly-owned subsidiaries amended the Merger Agreement with Crescent Biopharma, Inc. to adjust the structure of financing and the SEC filings associated with the Merger. The exchange ratio for the shares remains unchanged, with each share of Crescent capital stock entitled to approximately 14.9149 shares of GlycoMimetics common stock following the merger. Current GlycoMimetics securityholders are expected to own approximately 3.10% of the combined company while former Crescent holders are expected to own about 96.90%. Additionally, an Amended and Restated Securities Purchase Agreement was executed to provide for a $200.0 million investment in Crescent prior to the merger closing. The document emphasizes that no offer or solicitation is made and urges investors to review forthcoming SEC filings related to the transaction, which will include important information regarding the merger.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000155837025001016

Filing Summary: On February 14, 2025, GlycoMimetics, Inc. executed an amendment to the Merger Agreement dated October 28, 2024, involving Gemini Merger Sub Corp. and Crescent Biopharma, Inc. This amendment adjusts the financing structure and SEC filings related to the merger. The expected exchange ratio remains unchanged, with Crescent's capital stock entitling each share to approximately 14.9149 shares of GlycoMimetics common stock post-merger. GlycoMimetics securityholders will own about 3.10% of the combined entity, while former Crescent shareholders will hold approximately 96.90%. An Amended and Restated Securities Purchase Agreement was also executed on the same day, allowing for the purchase of $200 million in Crescent securities before the merger's closing, replacing a previously agreed acquisition of GlycoMimetics' securities. The merger is anticipated to involve further SEC filings, and parties to the agreement will be soliciting shareholder approval. The document emphasizes that it does not constitute an offer or solicitation for securities in violation of law and urges investors to read relevant forthcoming materials carefully.

Document Link: View Document

Form Type: 10-K

Filing Date: 2025-02-13

Corporate Action: Merger

Type: New

Accession Number: 000155837025000948

Filing Summary: GlycoMimetics, Inc. filed an Annual Report on Form 10-K for the fiscal year ended December 31, 2024, highlighting significant developments including a proposed merger with Crescent Biopharma, Inc. Under the merger agreement signed on October 28, 2024, Crescent will become a wholly owned subsidiary of GlycoMimetics. The transaction entails a two-step merger process, where First Merger Sub will first merge with Crescent, followed immediately by Crescent merging with Second Merger Sub. The merger is projected to close in the second quarter of 2025, contingent upon stockholder approvals and satisfying customary closing conditions. GlycoMimetics anticipates that pre-Merger Crescent stockholders will control approximately 96.9% of the combined company, post-closing, while GlycoMimetics stockholders are expected to hold a mere 3.1%. Furthermore, the company has announced a concurrent private placement aimed at raising approximately $200 million, aimed to close right after the merger. The report outlines the company's pivot from previously developing drug candidates, including uproleselan, after failing to achieve significant survival improvement in a Phase 3 trial for treating acute myeloid leukemia. A corporate restructuring involving a workforce reduction of 80% emphasizes the critical state of the company as it navigates the merger and future operations.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-01-31

Corporate Action: Merger

Type: Update

Accession Number: 000155837025000576

Filing Summary: On January 29, 2025, GlycoMimetics, Inc. announced that its Chief Executive Officer, Mr. Harout Semerjian, and Chief Financial Officer, Mr. Brian Hahn, intend to leave their positions no later than March 31, 2025. They are expected to enter into consulting agreements to provide services until the closing of a proposed merger with Crescent Biopharma, Inc. This indicates a significant corporate action involving a potential merger.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Merger

Type: Update

Accession Number: 000110465925002893

Filing Summary: On January 12, 2025, GlycoMimetics, Inc. and Crescent Biopharma, Inc. updated their investor presentation in connection with their proposed merger. The document clarifies that the Form 8-K and its exhibits do not constitute a solicitation of a proxy, consent, or approval nor an offer or invitation to purchase any securities in respect of the proposed transaction. GlycoMimetics intends to file relevant materials, including a proxy statement, with the SEC concerning the merger. They emphasize the importance for investors and stockholders to read the forthcoming proxy statement and related documents for significant details about the merger and related matters. Additionally, the announcement states that participants in the solicitation include directors and executive officers of both companies, whose interests will be disclosed in the proxy statement. The document includes an investor presentation as an exhibit, dated January 2025.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925002895

Filing Summary: On January 12, 2025, GlycoMimetics, Inc. and Crescent Biopharma, Inc. updated their investor presentation regarding their proposed merger. The presentation is included as Exhibit 99.1 in this filing. This filing does not constitute a solicitation for a proxy or an offer to sell securities concerning the proposed transaction. GlycoMimetics plans to file relevant materials with the SEC, including a proxy statement, urging investors and stockholders to thoroughly read these documents when available as they will contain important information about the merger and related matters. It is noted that the SEC has not approved or disapproved securities related to this report. Additionally, it mentions that participants in the solicitation include directors and executive officers of both companies, with specific interests outlined in GlycoMimetics' last definitive proxy statement filed on April 1, 2024. Effective communication is emphasized through their websites for the availability of relevant documents.

Document Link: View Document