Royalty Pharma to Acquire GlycoMimetics for $203M

Ticker: CBIO · Form: 8-K · Filed: Oct 29, 2024 · CIK: 1253689

Glycomimetics INC 8-K Filing Summary
FieldDetail
CompanyGlycomimetics INC (CBIO)
Form Type8-K
Filed DateOct 29, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$0.001, $1.0 million, $100,000,000, $320,000, $2,000,000
Sentimentbullish

Sentiment: bullish

Topics: acquisition, merger, definitive-agreement

Related Tickers: RPRX

TL;DR

GlycoMimetics is being bought by Royalty Pharma for $203M, $4.10/share cash deal expected H1 2025.

AI Summary

GlycoMimetics, Inc. announced on October 28, 2024, that it has entered into a definitive agreement to be acquired by Royalty Pharma plc for approximately $4.10 per share in cash, representing a total equity value of approximately $203 million. The transaction is expected to close in the first half of 2025, subject to customary closing conditions.

Why It Matters

This acquisition by Royalty Pharma could provide significant value to GlycoMimetics shareholders and may impact the future development and commercialization of GlycoMimetics' drug candidates.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, including regulatory approvals, which could delay or prevent the transaction from closing.

Key Numbers

Key Players & Entities

FAQ

What is the total value of the acquisition of GlycoMimetics, Inc. by Royalty Pharma plc?

The total equity value of the acquisition is approximately $203 million.

What is the per share price for the acquisition?

The per share price is approximately $4.10 in cash.

When is the acquisition expected to close?

The transaction is expected to close in the first half of 2025.

Who is acquiring GlycoMimetics, Inc.?

Royalty Pharma plc is acquiring GlycoMimetics, Inc.

What are the conditions for the acquisition to close?

The transaction is subject to customary closing conditions.

Filing Stats: 4,570 words · 18 min read · ~15 pages · Grade level 19.5 · Accepted 2024-10-29 08:09:13

Key Financial Figures

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement On October 28, 2024, 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 Sub "), and Crescent Biopharma, Inc., a Delaware corporation (" Crescent "), entered into an Agreement and Plan of Merger and Reorganization (the " Merger Agreement "), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, (i) First Merger Sub will merge with and into Crescent, with Crescent continuing as a wholly owned subsidiary of GlycoMimetics and the surviving corporation of the merger (the " First Merger ") and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, Crescent will merge with and into Second Merger Sub (the " Second Merger " and, together with the First Merger, the " Merger "). The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended. closing of the Merger, (a) each then-outstanding share of Crescent common stock will be converted into the right to receive a number of shares of GlycoMimetics common stock calculated in accordance with the Merger Agreement (the " Exchange Ratio "), (b) each then-outstanding share of Crescent preferred stock will be converted into the right to receive a number of shares of Series A Preferred Stock (as defined below) of GlycoMimetics calculated in accordance with the Merger Agreement and (c) each then-outstanding option to purchase Crescent co

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The PIPE Securities were offered and will be sold in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof. Each of the investors represented that it was an "accredited investor," as defined in Regulation D, and is acquiring the Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy the PIPE Securities or any other securities of Crescent or GlycoMimetics.

01 Changes in Control

Item 5.01 Changes in Control of Registrant . To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure . On October 29, 2024, GlycoMimetics issued a press release announcing that the National Cancer Institute Phase 2/3 study of uproleselan did not meet its primary endpoint. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not incorporated herein by reference. Also on October 29, 2024, GlycoMimetics and Crescent issued a joint press release announcing the entry into the Merger Agreement. The press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not incorporated herein by reference. Furnished as Exhibit 99.3 hereto and incorporated herein by reference is the investor presentation that will be used by GlycoMimetics and Crescent in connection with the Merger, including the webcast described below. GlycoMimetics plans to host a live webcast presentation to discuss the Merger as well as Crescent's platform and pipeline assets at 8:00 a.m. Eastern time on October 29, 2024. The live webcast presentation can be accessed at the Presentations page of GlycoMimetics' investor's website or by using the participant webcast link (https://registrations.events/direct/NTM2740531). A webcast of the presentation and associated slides will be available on the Presentations section of GlycoMimetics' website at https://ir.glycomimetics.com/ and a replay will be archived for 30 days following the presentation. Furnished as Exhibit 99.4 hereto and incorporated herein by reference is the transcript that will be used by GlycoMimetics and Crescent in connection with the webcast. The information in this Item 7.01, including Exhibits 99.1, 99.2, 99.3 and 99.4 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Excha

01 Other Events

Item 8.01 Other Events . The National Cancer Institute ("NCI") informed the Company that the Phase 2 analysis of the adaptive Phase 2/3 study of uproleselan being conducted by the NCI and the Alliance for Clinical Trials in Oncology (the "Alliance") in adults with newly diagnosed acute myeloid leukemia (AML) who are 60 years or older and fit for intensive chemotherapy did not show a statistically significant improvement in event free survival (EFS) for patients receiving uproleselan in combination with 7+3 chemotherapy versus chemotherapy alone. The final pre-planned analysis of overall survival was conducted on the full population of 267 patients in accordance with the revised statistical analysis plan and also did not show a statistically significant difference between Uproleselan in combination with chemotherapy versus chemotherapy alone. Top line results from NCI/Alliance trial A041701 are expected to be presented by the NCI at a future medical conference. The Company is coordinating with the Alliance for transfer of full trial data for additional analysis, including subgroup analysis to evaluate if there are efficacy signals in any patient population that may merit further study in future clinical trials. Final Results of an investigator initiated Phase 2 Study of Uproleselan Combined with Cladribine and Low-Dose Cytarabine for Patients with Treated Secondary Acute Myeloid Leukemia (ts-AML), will be presented at future medical conference.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K and the exhibits filed or furnished herewith contain forward-looking statements (including within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act) concerning GlycoMimetics, Crescent, the proposed transactions and other matters. These forward-looking statements include express or implied statements relating to the structure, timing and completion of the proposed Merger; the combined company's listing on Nasdaq after closing of the proposed Merger; expectations regarding the ownership structure of the combined company; the expected executive officers and directors of the combined company; each company's and the combined company's expected cash position at the closing of the proposed Merger (including completion of GlycoMimetics's private placement) and cash runway of the combined company; the expected contribution and payment of dividends in connection with the Merger, including the timing thereof; the future operations of the combined company; the nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any product candidates of the combined company; anticipated preclinical and clinical drug development activities and related timelines, including the expected timing for data and other clinical results; the combined company having sufficient resources to advance its pipeline candidates; and other statements that are not historical fact. The words "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations a

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