GLYCOMIMETICS INC
For the period ended Sep 30, 2024. Filed Nov 13, 2024.
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Sep 30, 2024 · Filed Nov 13, 2024
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Notes to Unaudited Financial Statements
1. Description of the Business
GlycoMimetics, Inc. (the Company), a Delaware corporation headquartered in Rockville, Maryland, was incorporated in 2003. The Company was previously developing a pipeline of proprietary glycomimetics, which are small molecules that mimic the structure of carbohydrates involved in important biological processes, to inhibit disease-related functions of carbohydrates such as the roles they play in cancers and inflammation. In July 2024, following feedback from the U.S. Food and Drug Administration (FDA), the Company determined that the regulatory path forward for its lead product candidate, uproleselan, for the treatment of relapsed and refractory acute myeloid leukemia would require an additional clinical trial. The decision to not conduct an additional clinical trial did not relate to any safety or medical issues or negative regulatory feedback related to the Company’s programs. In order to conserve its cash resources, in July 2024 the Company reduced its workforce by approximately 80%. The Company also initiated a strategic review of its business in an effort to maximize shareholder value.
Following the strategic review on October 28, 2024 the Company entered into an Agreement and Plan of Merger and Reorganization (the Merger Agreement) with Crescent Biopharma, Inc., a Delaware corporation (Crescent), pursuant to which Crescent will become a wholly owned subsidiary of the Company (the Merger). Upon completion of the Merger, the Company plans to operate under the name Crescent Biopharma, Inc. The Merger is expected to close in the second quarter of 2025, subject to certain closing conditions, including, among other things, approval by the stockholders of each company and the satisfaction of customary closing conditions.
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. Pursuant to the exchange ratio formula set forth in the Merger Agreement, upon the closing of the Merger (but prior to closing of the Private Placement described below), on a pro forma basis and based upon the number of shares of common stock of the Company expected to be issued in the Merger, pre-Merger Crescent stockholders will own approximately 86.2% of the combined company and pre-Merger stockholders of the Company will own approximately 13.8% of the combined company. After giving further effect to the Private Placement, the pre-Merger Crescent stockholders (inclusive of those investors participating in the Private Placement) are expected to own approximately 96.9% of the combined company and the pre-Merger stockholders of the Company are expected to own approximately 3.1% of the combined company. The exchange ratio will be adjusted to the extent that the Company’s net cash at closing of the Merger is less than $1.0 million and will be based on the amount of proceeds actually received by the Company in the Private Placement.
Concurrently with the execution and delivery of the Merger Agreement, certain institutional and accredited investors have entered into a securities purchase agreement (the Purchase Agreement) with the Company, pursuant to which they have agreed, subject to the terms and conditions of such agreements, to purchase, immediately following the consummation of the Merger, shares of the Company’s common stock and pre-funded warrants (together, the PIPE Securities) for an aggregate purchase price of approximately $200.0 million in a private placement (the Private Placement). The closing of the Private Placement is conditioned on the satisfaction or waiver of the conditions set forth in the Merger Agreement (in addition to other customary closing conditions) and is expected to occur immediately following the closing of the Merger.
2. Going Concern
The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern within one year after the date that the financial statements are issued. The Company incurred a net loss of $30.7 million and had net cash flows used in operating activities of $27.4 million during the nine months ended September 30, 2024. At September 30, 2024, the Company had $14.4 million in cash and cash equivalents and had no committed source of additional funding from either debt or equity financings. Management believes that given the Company’s current cash position and forecasted negative cash flows from operating activities over the next twelve months, there is substantial doubt about its ability to continue as a going concern after the date that is one year from the
date that these unaudited financial statements are issued. The Company expects that its current cash resources will only be sufficient to fund the Company’s operations through the closing of the contemplated Merger and Private Placement.
If the proposed transaction with Crescent Biopharma does not close by the second quarter of 2025, the Company will need to seek alternative cash strategies including but not limited to entering into collaborations, strategic alliances and marketing, distribution or licensing arrangements in order to raise additional capital. There can be no assurances that any strategic transactions will be available to the Company on commercially acceptable terms, or at all. Also, any collaborations, strategic alliances and marketing, distribution or licensing arrangements may require the Company to give up some or all of its rights to a product or technology, which in some cases may be at less than the full potential value of such rights. If the Company is unable to obtain additional capital or enter into a strategic transaction, the Company will need to eliminate some or all of its operations and may seek to liquidate.
The accompanying financial statements do not include any adjustments that might be necessary if the Company is not able to continue as a going concern.
3. Significant Accounting Policies
Except as set forth below, there have been no material changes to the significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the United States Securities and Exchange Commission (the SEC) on March 27, 2024 (the Form 10-K).
Basis of Accounting
The accompanying unaudited financial statements were prepared based on the accrual method of accounting in accordance with U.S. generally accepted accounting principles (GAAP).
Restructuring Charges
The Company recognizes restructuring charges related to reorganization plans that have been implemented by management. In connection with these activities, the Company records restructuring charges, as applicable, at fair value for:
| ● | contractual or other employee termination benefits provided that the obligations result from services already rendered based on rights that vest or accumulate when the payment of benefits becomes probable and the amount can be reasonably estimated; |
| ● | one-time employee termination benefits to the employees provided that management has committed to a plan of termination, the plan identifies the employees and their expected termination dates, the detail of termination benefits are complete, and it is unlikely that changes to the plan will be made or the plan will be withdrawn; |
| ● | contract termination costs when the Company cancels a contract in accordance with its terms; and |
| ● | costs to be incurred over the remaining contract term without economic benefit to the Company at the cease-use date. |
For one-time employee terminations benefits, the Company recognizes the liability in full on the communication date when future services are not required or amortizes the liability ratably over the service period, if required. The fair value of termination benefits reflects the Company’s estimate of expected utilization of certain Company-funded post-employment benefits.
As described in Note 11, during the three months ended September 30, 2024, the Company incurred severance charges of$5.0 million in connection with a corporate restructuring, including a reduction in headcount.
Impairment of Long-Lived Assets
The Company periodically assesses the recoverability of the carrying value of its long-lived assets, including operating lease assets, in accordance with the provisions of ASC 360,Property, Plant, and Equipment. ASC 360 requires that long-lived assets and certain identifiable intangible assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the long-lived asset is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying value exceeds the sum of undiscounted cash flows, the Company then determines the fair value of the underlying asset. Any impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell.
Unaudited Financial Statements
The accompanying balance sheet as of September 30, 2024, statements of operations and comprehensive loss and stockholders’ equity for the three and nine months ended September 30, 2024 and 2023 and statements of cash flows for the nine months ended September 30, 2024 and 2023 are unaudited. These unaudited financial statements have been prepared in accordance with the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete annual financial statements. These unaudited financial statements should be read in conjunction with the audited financial statements and the accompanying notes for the year ended December 31, 2023 contained in the Form 10-K. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management reflect all adjustments (consisting of normal recurring adjustments) necessary to state fairly the Company’s financial position as of September 30, 2024 and its results of operations and changes in its stockholders’ equity for the three and nine months ended September 30, 2024 and 2023 and its cash flows for the nine months ended September 30, 2024 and 2023. The December 31, 2023 balance sheet included herein was derived from audited financial statements, but does not include all disclosures including notes required by GAAP for complete annual financial statements. The financial data and other information disclosed in these notes to the financial statements related to the three and nine months ended September 30, 2024 and 2023 are unaudited. Interim results are not necessarily indicative of results for an entire year or for any future period.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Although actual results could differ from those estimates, management does not believe that such differences would be material.
Fair Value Measurements
The Company hadno assets or liabilities that were measured using quoted prices for similar assets and liabilities or significant unobservable inputs (Level 2 and Level 3 assets and liabilities, respectively) as of September 30, 2024 and December 31, 2023. The carrying value of cash held in money market funds of $11.9 million and $38.8 million as of September 30, 2024 and December 31, 2023, respectively, is included in cash and cash equivalents and approximates market values based on quoted market prices (Level 1 inputs). The Company did not transfer any assets measured at fair value on a recurring basis between levels during the three and nine months ended September 30, 2024 and 2023.
Concentration of Credit Risk
Credit risk represents the risk that the Company would incur a loss if counterparties failed to perform pursuant to the terms of their agreements. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash balances with financial institutions in federally insured accounts and has cash balances in excess of the insurance limits. Cash equivalents consist of investment in United States government money market funds with major financial institutions. These deposits and funds may be
redeemed upon demand and the Company does not anticipate any losses on such balances. The Company has not experienced any losses to date and believes that it is not exposed to any significant credit risk on cash and cash equivalents.
Accruals for Clinical Trial Expenses
Clinical trial costs primarily consist of expenses incurred under agreements with contract research organizations (CROs), investigative sites, laboratory testing expenses, data management and consultants that conduct the Company's clinical trials. Clinical trial expenses have historically been a significant component of research and development expenses, and the Company previously outsourced a significant portion of its clinical trial activities to third parties. The accrual for site and patient costs includes inputs such as estimates of patient enrollment, patient cycles incurred, estimated project duration and other pass-through costs. As a result of the Company ceasing its clinical activities, the costs of closing down clinical sites are also included in the accruals. These inputs are required to be estimated due to a lag in receiving the actual clinical information from third parties. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected on the balance sheets as a prepaid asset or accrued expenses. These third-party agreements are generally cancellable, and related costs are recorded as research and development expenses as incurred. Except for payments made in advance of services, clinical trial costs are expensed as incurred. Non-refundable advance clinical payments for goods or services that will be used or rendered for future research and development activities are recorded as a prepaid asset and recognized as expense as the related goods are delivered or the related services are performed. When evaluating the adequacy of the accrued expenses, management assessments include: (i) an evaluation by the project manager of the work that has been completed during the period; (ii) measurement of progress prepared internally and/or provided by the third-party service provider; (iii) analyses of data that justify the progress; and (iv) the Company’s judgment. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the estimates made. The Company’s historical clinical accrual estimates have not been materially different from the actual costs.
Stock-Based Compensation
Stock-based payments are accounted for in accordance with the provisions of ASC 718,Compensation—Stock Compensation. The fair value of stock-based payments is estimated, on the date of grant, using the Black-Scholes-Merton model. The resulting fair value is recognized ratably over the requisite service period, which is generally the vesting period of the option. The Company accounts for forfeitures as they occur.
The Company has elected to use the Black-Scholes-Merton option pricing model to value any options granted. The Company will reconsider use of the Black-Scholes-Merton model if additional information becomes available in the future that indicates another model would be more appropriate or if grants issued in future periods have characteristics that prevent their value from being reasonably estimated using this model.
A discussion of management’s methodology for developing some of the assumptions used in the valuation model follows:
Expected Dividend Yield—The Company has never declared or paid dividends and has no plans to do so in the foreseeable future.
Expected Volatility—Volatility is a measure of the amount by which a financial variable such as share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company bases the expected volatility on the historical volatility of the Company’s publicly traded common stock.
Risk-Free Interest Rate—This is the U.S. Treasury rate for the week of each option grant during the year, having a term that most closely resembles the expected life of the option.
Expected Term—This is a period of time that the options granted are expected to remain unexercised. Options granted have a maximum term of 10 years. The Company estimates the expected life of the option term to be 6.25 years. The Company uses a simplified method to calculate the average expected term.
Net Loss Per Common Share
Basic net loss per common share is determined by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common stock equivalents outstanding for the period. The treasury stock method is used to determine the dilutive effect of the Company’s stock options and restricted stock units (RSUs).
The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average common shares outstanding, as they would be anti-dilutive:
| · · · · | ||
|---|---|---|
| | Nine Months Ended September 30, | |
| | 2024 | 2023 |
| Stock options and RSUs | 15,136,298 | 10,971,874 |
Comprehensive Loss
Comprehensive loss comprises net loss and other changes in equity that are excluded from net loss. For the three and nine months ended September 30, 2024 and 2023, the Company’s net loss equaled comprehensive net loss and, accordingly, no additional disclosure is presented.
Recently Issued Accounting Standards
Accounting Standards Not Yet Adopted
There have been no new accounting pronouncements that have significance, or potential significance, to the Company’s unaudited financial statements as of and for the nine months ended September 30, 2024.
4. Prepaid Expenses and Other Current Assets
The following is a summary of the Company’s prepaid expenses and other current assets:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · September 30, · · December 31, · | |||||||
| · 2024 · 2023 | |||||||
| Prepaid research and development expenses | | $798,274 | | $1,420,642 | | ||
| Other prepaid expenses | | | 405,628 | | | 401,442 | |
| Other receivables | | 50,255 | | 175,820 | | ||
| Prepaid expenses and other current assets | | $1,254,157 | | $1,997,904 | | ||
5. Accrued Expenses
The following is a summary of the Company’s accrued expenses:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · September 30, · · December 31, | ||||||
| · 2024 · 2023 | ||||||
| Accrued research and development expenses | | $758,599 | | $1,824,689 | ||
| Accrued bonuses | | | — | | | 2,561,913 |
| Accrued consulting and other professional fees | | 473,770 | | 439,192 | ||
| Accrued employee benefits | | 439,130 | | 302,778 | ||
| Accrued employee retention payments | | | 427,908 | | | — |
| Accrued employee severance | | | 1,378,522 | | | 96,985 |
| Accrued expenses | | $3,477,929 | | $5,225,557 | ||
6. Operating Leases
At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the circumstances present. The Company determines a lease exists if the contract conveys the right to control an identified asset for a period of time in exchange for consideration. Control is considered to exist when the lessee has the right to obtain substantially all of the economic benefits from the use of an identified asset as well as direct the right to use of that asset. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less on the lease commencement date. If a contract is considered to be a lease, the Company recognizes a lease liability based on the present value of the future lease payments over the expected lease term, with an offsetting entry to recognize a right-of-use asset. The Company has also elected to use the practical expedient and account for each lease component and related non-lease component as onesingle component. The lease component results in a right-of-use asset being recorded on the balance sheet and amortized as lease expense on a straight-line basis.
The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a term similar to the term of the lease for which the rate is estimated. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received.
The Company leases office and research space in Rockville, Maryland under an operating lease that is subject to annual rent increases (the Lease). The Company paid a security deposit of $52,320 to be held until the expiration or termination of the Company’s obligations under the Lease. In April 2023, the Company and its landlord entered into an amendment to the Lease (the Lease Amendment). Pursuant to the Lease Amendment, the Company and the landlord agreed that the lease term for a portion of the premises, consisting of approximately 30,000 square feet, would beextended from November 1, 2023 to January 31, 2025. However, pursuant to the restructuring plan adopted in the three months ended September 30, 2024, the Company abandoned the leased space and determined that its right-of-use-asset was fully impaired. As a result, the Company recognized an impairment charge of $0.4 million, representing the carrying value of the right-of-use asset. The Company’s lease of the remaining premises, consisting of approximately 12,000 square feet, expired on October 31, 2023. There wereno additional operating leases entered into during the nine months ended September 30, 2024.
The components of lease expense and related cash flows were as follows:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Three Months Ended September 30, · · Nine Months Ended September 30, · | ||||||||||||
| · 2024 · 2023 · 2024 · 2023 · | ||||||||||||
| Operating lease cost | $68,703 | | $255,044 | | $445,323 | | $734,393 | | ||||
| Variable lease cost | | 138,819 | | | 155,583 | | | 377,525 | | | 471,879 | |
| Total operating lease cost | $207,522 | | $410,627 | | $822,848 | | $1,206,272 | | ||||
| | | | | | | | | | | | | |
| Cash paid for amounts included in the measurement of lease liabilities: | | | | | | | | | | | | |
| Operating cash outflows for operating leases | $196,314 | | $285,122 | | $588,943 | | $845,332 | | ||||
Maturities of lease liability due under these lease agreements as of September 30, 2024 were as follows:
| | | | |
|---|---|---|---|
| · · Operating Lease | |||
| · Obligation | |||
| October 1, 2024 - December 31, 2024 | | $200,240 | |
| 2025 | | | 67,401 |
| Thereafter | | | — |
| Total | | | 267,641 |
| Present value adjustment | | | (5,508) |
| Present value of lease payments | | $262,133 | |
Supplemental information related to leases were as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · September 30, · · December 31, | ||||||
| Operating Leases · · 2024 · · 2023 | ||||||
| Weighted-average remaining lease term (in years) | | | 0.3 | | | 1.1 |
| Weighted-average incremental borrowing rate | | | 10.0% | | | 10.0% |
| · · · · · | ||||
|---|---|---|---|---|
| | Nine Months Ended September 30, | |||
| · 2024 · 2023 | ||||
| Right-of-use assets obtained in exchange for operating lease obligations | $ | - | | $872,892 |
7. Stockholders’ Equity
Common Stock
During the nine months ended September 30, 2024, the Company’s board of directors adopted, and its stockholders approved, an increase in the total authorized shares of common stock from 100,000,000 to 150,000,000 shares with a par value of $0.001 per share.
At-The-Market Sales Facility
In March 2022, the Company filed a shelf registration statement with the SEC, which was declared effective on April 22, 2022. On April 28, 2022, the Company entered into an at-the-market sales agreement (the 2022 Sales Agreement) with Cowen and Company, LLC. Under the 2022 Sales Agreement, the Company may sell up to $100.0 million worth of shares of common stock. During the nine months ended September 30, 2023, the Company issued and sold 9,822,930 shares of common stock under the 2022 Sales Agreement at a weighted average price per share of $3.01, for aggregate net proceeds of $28.7 million, after deducting commissions and offering expenses. There wereno shares issued under the 2022 Sales Agreement during the nine months ended September 30, 2024. As of September 30, 2024, approximately$66.0 million remained available to be sold under the terms of the 2022 Sales Agreement.
8. Stock-based Compensation
2013 Equity Incentive Plan
The Company’s board of directors adopted, and its stockholders approved, its 2013 Equity Incentive Plan effective in January 2014, and the 2013 Equity Incentive Plan was amended and restated by approval of the board of directors in April 2022 and by approval of the stockholders in May 2022 (as so amended and restated, the 2013 Plan). The 2013 Plan provides for the grant of incentive stock options within the meaning of Section 422 of the Internal Revenue Code (the Code) to the Company’s employees and its parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock awards, restricted stock unit awards (RSUs), stock appreciation rights, performance stock awards and other forms of stock compensation to its employees, including officers, consultants and directors. The 2013 Plan also provides for the grant of performance cash awards to the Company’s employees, consultants and directors. Unless otherwise stated in a stock option agreement,25% of the shares subject to an option grant will typically vest upon the first anniversary of the vesting start date and thereafter at the rate of oneforty-eighth of the option shares per month as of the first day of each month after the first anniversary. Upon termination of employment by reasons other than death, cause, or disability, any vested options will terminate 90 days after the termination date, unless otherwise set forth in a stock option agreement. Stock options generally terminate 10 years from the date of grant.
Authorized Shares
The maximum number of shares of common stock that may be issued under the 2013 Plan was originally 1,000,000 shares, plus any shares subject to stock options or similar awards granted under the 2003 Plan that expire or terminate without having been exercised in full or are forfeited to or repurchased by the Company. Upon the amendment and restatement of the 2013 Plan in May 2022, the existing share reserve was increased by 2,619,622. Beginning on January 1, 2023 and ending on (and including) January 1, 2029, the maximum number of shares of common stock that
may be issued under the 2013 Plan will cumulatively be increased by 4% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or such lesser number of shares as determined by the board of directors or the compensation committee thereof. The maximum number of shares that may be issued pursuant to exercise of incentive stock options under the 2013 Plan is 20,000,000 shares. As of September 30, 2024, the total number of shares reserved for issuance under the 2013 Plan was 14,257,627 shares, of which 977,863 shares were available for future grants.
Shares issued under the 2013 Plan may be authorized but unissued or reacquired shares of common stock. Shares subject to stock awards granted under the 2013 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under the 2013 Plan. Additionally, shares issued pursuant to stock awards under the 2013 Plan that the Company repurchases or that are forfeited, as well as shares reacquired by the Company as consideration for the exercise or purchase price of a stock award or to satisfy tax withholding obligations related to a stock award, will become available for future grant under the 2013 Plan.
A summary of the Company’s stock option activity under the 2013 Plan for the nine months ended September 30, 2024 is as follows:
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | WEIGHTED- | | | |
| · · · WEIGHTED- · · AVERAGE · · · AGGEGATE | ||||||||||
| · · · AVERAGE · · REMAINING · · · INTRINSIC | ||||||||||
| · OUTSTANDING · · EXERCISE · · CONTRACTUAL · · · VALUE | ||||||||||
| · OPTIONS · PRICE · TERM (YEARS) · · (IN THOUSANDS) | ||||||||||
| Outstanding as of December 31, 2023 | | 8,273,800 | | $5.29 | | 6.3 | | | | |
| Options granted | | 5,756,875 | | | 1.85 | | | | | |
| Options exercised | | (3,250) | | | 1.66 | | | | | |
| Options forfeited | | (1,630,060) | | | 6.67 | | | | | |
| Outstanding as of September 30, 2024 | | 12,397,365 | | | 3.51 | | 7.6 | | $— | |
| Vested or expected to vest as of September 30, 2024 | | 9,938,090 | | | 4.31 | | 7.1 | | | — |
| Exercisable as of September 30, 2024 | | 5,000,236 | | | 5.88 | | 5.3 | | | — |
As of September 30, 2024, there was $8,830,814 of total unrecognized compensation expense related to unvested options under the 2013 Plan that will be recognized over a weighted-average period of approximately 2.9 years. Total intrinsic value of the options exercised during the nine months ended September 30, 2024 was $4,091 and total cash received for options exercised was $5,398. Total intrinsic value of the options exercised during the nine months ended September 30, 2023 was $82,093 and total cash received for options exercised was $115,498. The total fair value of stock options which vested in the nine months ended September 30, 2024 and 2023 was $2,555,952 and $1,402,470, respectively.
The Company has granted stock options to purchase an aggregate of 2,459,275 shares to certain employees under the 2013 Plan, the vesting of which is subject to performance vesting conditions relating to the achievement of specified regulatory or commercial milestones. The maximum fair value of $650,266 associated with performance-based options granted has been excluded from the unrecognized compensation expense under the 2013 Plan as the completion of the performance milestones was not deemed to be probable as of September 30, 2024.
An RSU is a stock award that entitles the holder to receive shares of the Company’s common stock as the award vests. The fair value of each RSU is based on the closing price of the Company’s common stock on the date of grant. In January 2021, the Company awarded RSUs under the 2013 Plan to all of its employees. The RSUs granted vest over four years in equal installments on each anniversary of the grant date, provided that the employee remains employed by the Company at the applicable vesting date. Compensation expense is recognized on a straight-line basis. As of September 30, 2024, there was $55,738 of total unrecognized compensation expense associated with outstanding RSU grants that will be recognized over a weighted-average period of approximately 0.3 years.
The following is a summary of RSU activity under the 2013 Plan for the nine months ended September 30, 2024:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · · Weighted-Average | ||||||
| · · Number of Shares · · Grant Date | ||||||
| · · Underlying RSUs · Fair Value | ||||||
| Unvested at December 31, 2023 | | 117,157 | | $3.81 | | |
| Vested | | (58,581) | | 3.81 | | |
| Forfeited | | (10,443) | | | 3.81 | |
| Unvested at September 30, 2024 | | 48,133 | | 3.81 | | |
Issuance of Shares to Directors in Lieu of Cash Retainers for Service
In March 2023, the Company’s board of directors amended the Company’s Non-Employee Director Compensation Policy to include an election to receive unrestricted shares of common stock in lieu of quarterly board and committee retainer cash payments. The number of shares to be issued to an electing director is determined on the last day of each fiscal quarter by dividing the dollar amount of the compensation to be paid for such quarter that is subject to the election by the closing price of a share of common stock on the last trading day of the fiscal quarter, rounded up to the nearest whole share. Non-employee directors who made such an election received 13,127 shares of common stock in lieu of cash compensation earned for the quarter ended March 31, 2024. All shares of common stock issued pursuant to such an election are fully vested upon issuance and are classified as “Other Awards” under the 2013 Plan.
In June 2024, the Non-Employee Director Compensation Policy was amended to allow a director to revoke his or her annual election to receive unrestricted shares of common stock in lieu of quarterly board and committee retainer cash payments. The decision to amend the policy followed a significant decline in the market value of the Company’s common stock in May 2024. Without the ability of the directors to revoke the prior elections, the Company would have been obligated to issue a significantly greater number of shares than in prior quarters in lieu of the fixed cash retainer payments. Each of the directors who previously elected to receive unrestricted shares of common stock in lieu of quarterly board and committee retainer cash payments for 2024 revoked their elections in June 2024, and as a result there wereno additional shares issued under the policy for the three months ended June 30, 2024 or the three months ended September 30, 2024.
Inducement Plan
The Company’s board of directors previously adopted the GlycoMimetics, Inc. Inducement Plan (as amended to date, the Inducement Plan). The Inducement Plan provides for the grant of nonstatutory stock options, restricted stock awards, RSU awards, stock appreciation rights and other forms of stock awards to individuals not previously an employee or director of the Company as an inducement for such individuals to join the Company. Unless otherwise stated in an applicable stock option agreement, one-fourth of the shares subject to an option grant under the Inducement Plan will typically vest upon the first anniversary of the vesting start date, with the balance of the shares vesting in a series ofthirty-six successive equal monthly installments as of the first day of each month measured from the first anniversary of the vesting start date, subject to the new employee’s continued service with the Company through the applicable vesting dates. Upon termination of employment by reasons other than death, cause or disability, any vested options will terminate 90 days after the termination date, unless otherwise set forth in a stock option agreement. Stock options generally terminate 10 years from the date of grant. The Inducement Plan was amended by the board of directors on multiple occasions to increase the number of shares reserved for issuance to 3,000,000 shares as of September 30, 2024. As of September 30, 2024, there were 299,108 shares available for future grants under the Inducement Plan.
A summary of the Company’s stock option activity under the Inducement Plan for the nine months ended September 30, 2024 is as follows:
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · WEIGHTED- · · | ||||||||||
| · · · WEIGHTED- · · AVERAGE · · · AGGEGATE | ||||||||||
| · · · AVERAGE · · REMAINING · · · INTRINSIC | ||||||||||
| · OUTSTANDING · · EXERCISE · · CONTRACTUAL · · · VALUE | ||||||||||
| · OPTIONS · PRICE · TERM (YEARS) · · (IN THOUSANDS) | ||||||||||
| Outstanding as of December 31, 2023 | | 2,590,400 | | $1.97 | | 8.0 | | | | |
| Options granted | | 130,000 | | | 3.20 | | | | | |
| Options forfeited | | (29,600) | | | 3.85 | | | | | |
| Outstanding as of September 30, 2024 | | 2,690,800 | | | 2.01 | | 7.3 | | $— | |
| Vested or expected to vest as of September 30, 2024 | | 2,106,600 | | | 2.01 | | 7.4 | | | — |
| Exercisable as of September 30, 2024 | | 1,216,408 | | | 1.93 | | 7.1 | | | — |
As of September 30, 2024, there was $1,224,624 of total unrecognized compensation expense related to unvested options under the Inducement Plan that will be recognized over a weighted-average period of approximately 2.1 years. There wereno options exercised under the Inducement Plan during the nine months ended September 30, 2024 or 2023. The total fair value of stock options which vested in the nine months ended September 30, 2024 and 2023 was $678,013 and $469,179, respectively.
The Company has granted stock options to purchase an aggregate of 584,200 shares to certain newly hired employees under the Inducement Plan which options are subject to performance-based conditions. The maximum fair value of $825,353 associated with the performance-based options is excluded from the unrecognized compensation expense under the Inducement Plan as the completion of the performance milestones was not probable as of September 30, 2024.
The weighted-average fair value of the options granted under all equity incentive plans during the nine months ended September 30, 2024 and 2023 was $1.49 per share and $1.97 per share, respectively, applying the Black-Scholes-Merton option pricing model utilizing the following weighted-average assumptions:
| · · · · | |||
|---|---|---|---|
| | 2024 | | 2023 |
| Expected term | 6.25 years | | 6.25 years |
| Expected volatility | 101.79% | | 78.12% |
| Risk-free interest rate | 4.17% | | 3.57% |
| Expected dividend yield | 0% | | 0% |
Stock-based compensation expense was classified on the statements of operations as follows for the three and nine months ended September 30, 2024 and 2023:
| · · · · · · · · · · · · · | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, · | |||||||||
| · 2024 · · 2023 · 2024 · · 2023 | |||||||||
| Research and development expense | | $283,076 | | $211,047 | | $966,763 | | $678,400 | |
| General and administrative expense | | 855,039 | | 676,790 | | 2,570,754 | | 1,937,705 | |
| Total stock-based compensation expense | | $1,138,115 | | $887,837 | | $3,537,517 | | $2,616,105 | |
9. Income Taxes
The Company did not record any tax provision or benefit for the nine months ended September 30, 2024 or 2023. The Company has provided a valuation allowance for the full amount of its net deferred tax assets since realization of any future benefit from deductible temporary differences, net operating loss carryforwards and research and development credits is not more-likely-than-not to be realized at September 30, 2024 and December 31, 2023.
10. License and Collaboration Agreements
Apollomics
In 2020, the Company entered into a collaboration and license agreement (the Agreement) with Apollomics (Hong Kong), Limited (Apollomics) for the development, manufacture and commercialization of products derived from two of the Company’s compounds, GMI-1271 and GMI-1687 (the Products) for therapeutic and prophylactic uses (the Field) in China, Taiwan, Hong Kong and Macau (the Territory). Under the terms of the Agreement, the Company granted Apollomics:
| ● | an exclusive license, with the right to sublicense, to develop, manufacture and have manufactured, distribute, market, promote, sell, have sold, offer for sale, import, label, package and otherwise the Products in the Field in the Territory; and |
| ● | a non-exclusive license to conduct preclinical research with respect to Products in the Field outside of the Territory for the purposes of developing such Products for use in the Territory. |
The Company did not recognize any milestone revenue under the Agreement for the nine months ended September 30, 2024 or 2023.
The Company and Apollomics also entered into a clinical supply agreement pursuant to which the Company agreed to manufacture and supply the Products at agreed upon prices. Apollomics has the option to begin manufacture of the Products after appropriate material transfer requirements are met. The Company did not recognize any revenue under the clinical supplies agreement during the nine months ended September 30, 2024 and 2023.
11. Restructuring and Asset Impairment Charges
In July 2024, the Company’s Board of Directors approved a streamlined operating plan that included a reduction in the Company’s workforce by 26 employees, or approximately 80% of its headcount.
Employees affected by the reduction in force are entitled to receive severance payments and Company-funded medical insurance for a specific time. During the three months ended September 30, 2024, the Company recognized$5.0 million of charges for severance and related benefits.
The following is a summary of the activity for accrued severance costs for the nine months ended September 30, 2024:
| | | |
|---|---|---|
| | | |
| | | 2024 |
| Severance accrual, January 1 | $ | - |
| Charges | | 4,978,905 |
| Cash payments | | (3,345,595) |
| Severance accrual, September 30 | $1,633,310 |
The accrued severance liability of $1.6 million is payable within the next twelve months and has been included in accrued expenses on the balance sheet.
The Company also completed an evaluation of the impact of the restructuring on the carrying value of its long-lived assets. Our evaluation determined that indicators of impairment were present within right-of-use assets and property and
equipment. Where impairment indicators existed the Company evaluated the identified asset group and separately compared the estimated undiscounted cash flow for each asset group to the net book value of the related long-term asset. The Company calculated the amount of the impairment by developing a fair value estimate of the asset group that was compared to the carrying value.
The Company recorded $0.4 million of impairment charges related to its facility operating lease and accelerated depreciation on property and equipment during the three months ended September 30, 2024.
12. Subsequent Events
On October 28, 2024 the Company entered into the Merger Agreement with Crescent, pursuant to which Crescent will become a wholly owned subsidiary of the Company. Upon completion of the Merger, the Company plans to operate under the name Crescent Biopharma, Inc. The Merger is expected to close in the second quarter of 2025, subject to certain closing conditions, including, among other things, approval by the stockholders of each company and the satisfaction of customary closing conditions.
Concurrently with the execution and delivery of the Merger Agreement, certain institutional and accredited investors have entered into the Purchase Agreement with the Company, pursuant to which they have agreed, subject to the terms and conditions of such agreements, to purchase, immediately following the consummation of the Merger, shares of the Company’s common stock and pre-funded warrants for an aggregate purchase price of approximately $200.0 million in a private placement. The closing of the Private Placement is conditioned on the satisfaction or waiver of the conditions set forth in the Merger Agreement (in addition to other customary closing conditions) and is expected to occur immediately following the closing of the Merger.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.