GLYCOMIMETICS INC
For the period ended Mar 31, 2025. Filed May 14, 2025.
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Mar 31, 2025 · Filed May 14, 2025
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Notes to Unaudited Financial Statements
1. Description of the Business
GlycoMimetics, Inc. (the Company), a Delaware corporation, 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.
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.
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 97.4% of the combined company and the pre-Merger stockholders of the Company are expected to own approximately 2.6% 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.
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. During 2024, the Company incurred a net loss of $37.9 million and had net cash flows used in operating activities of $31.1 million. During the three months ended March 31, 2025, the Company incurred a net loss of $2.3 million and had net cash flows used in operating activities of $5.1 million. At March 31, 2025, the Company had $5.6 million in cash and cash equivalents and had no committed source of additional funding other than the expected Private Placement. 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 financial statements are issued without the closing of the contemplated Merger and Private Placement.
If the contemplated Merger and Private Placement does not close by the third quarter of 2025, the Company may seek other strategic alternatives or 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
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, 2024, filed with the United States Securities and Exchange Commission (the SEC) on February 13, 2025 (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).
Unaudited Financial Statements
The accompanying balance sheet as of March 31, 2025, statements of operations and comprehensive loss and stockholders’ equity for the three months ended March 31, 2025 and 2024 and statements of cash flows for the three months ended March 31, 2025 and 2024 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, 2024 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 March 31, 2025, its results of operations and changes in its stockholders’ equity for the three months ended March 31, 2025 and 2024 and its cash flows for the three months ended March 31, 2025 and 2024. The December 31, 2024 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 months ended March 31, 2025 and 2024 are unaudited. Interim results are not necessarily indicative of results for an entire year or for any future period.
4. Net Loss Per Share of Common Stock
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:
| · · · | ||
|---|---|---|
| | Three Months Ended March 31, | |
| | 2025 | 2024 |
| Stock options and RSUs | 11,232,613 | 13,546,834 |
5. Prepaid Expenses and Other Current Assets
The following is a summary of the Company’s prepaid expenses and other current assets:
| · · · · · · | ||||
|---|---|---|---|---|
| | | March 31, | | December 31, |
| · 2025 · 2024 | ||||
| Prepaid expenses | | $299,232 | | $234,696 |
| Other current assets | | 78,762 | | 136,580 |
| Prepaid expenses and other current assets | | $377,994 | | $371,276 |
6. Accrued Expenses
The following is a summary of the Company’s accrued expenses:
| | | | | | | |
|---|---|---|---|---|---|---|
| · March 31, · · December 31, | ||||||
| · 2025 · 2024 | ||||||
| Accrued research and development expenses | | $48,804 | | $51,306 | ||
| Accrued consulting and other professional fees | | 744,095 | | 790,250 | ||
| Accrued employee benefits | | 3,528 | | 3,825 | ||
| Accrued retention | | | 43,585 | | | 1,049,105 |
| Accrued severance | | | 1,672,243 | | | 3,487,258 |
| Accrued expenses | | $2,512,255 | | $5,381,744 | ||
7. Operating Leases
The Company previously leased office and research space in Rockville, Maryland under an operating lease. During the year ended December 31, 2024, the Company abandoned the leased space and recognized an impairment charge of approximately $400,000, representing the carrying value of the right-of-use asset. There were no operating leases in place as of March 31, 2025.
The components of lease expense and related cash flows were as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Three Months Ended March 31, | ||||||
| · 2025 · 2024 | ||||||
| Operating lease cost | | $557 | | $188,310 | ||
| Variable lease cost | | | 29,812 | | | 99,887 |
| Total operating lease cost | | $30,369 | | $288,197 | ||
| | | | | | | |
| Cash paid for amounts included in the measurement of lease liabilities: | | | | | | |
| Operating cash outflows for operating leases | | $67,401 | | $196,314 | ||
8. Stockholders’ Equity
Common Stock
During the year ended December 31, 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 Sales Agreement) with Cowen and Company, LLC. Under the Sales Agreement, the Company may sell up to $100.0 million worth of shares of common stock. There wereno shares issued under the 2022 Sales Agreement during the year ended December 31, 2024 or the three months ended March 31, 2025. As of March 31, 2025, approximately$66.0 million remained available to be sold under the terms of the Sales Agreement. The shelf registration statement expired on April 28, 2025.
9. 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 shall 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 March 31, 2025, the total number of shares reserved for issuance under the 2013 Plan was 14,257,627 shares, of which 4,389,042 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.
Stock Options
A summary of the Company’s stock option activity under the 2013 Plan for the three months ended March 31, 2025 is as follows:
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · Weighted-Average · · · | ||||||||||
| · · · · · · Remaining · · Aggregate | ||||||||||
| · · Outstanding · · Weighted-Average · · Contractual Term · · Intrinsic Value | ||||||||||
| · Options · Exercise Price · (Years) · (In thousands) | ||||||||||
| Outstanding as of December 31, 2024 | | 12,304,882 | | $3.50 | 7.4 | | | | ||
| Options forfeited | | (3,318,696) | | | 2.15 | | | | | |
| Outstanding as of March 31, 2025 | | 8,986,186 | | 4.00 | 0.8 | | $— | |||
| Vested or expected to vest as of March 31, 2025 | | 6,278,529 | | 5.00 | 0.9 | | $— | |||
| Exercisable as of March 31, 2025 | | 5,952,070 | | 5.16 | 0.7 | | $— | |||
As of March 31, 2025, there was approximately $426,000 of total unrecognized compensation expense related to unvested options that will be recognized over a weighted-average period of approximately 0.8 years. The total fair value of stock options that vested in the three months ended March 31, 2025 and 2024 was $2,184,791 and $1,394,896, respectively. During the three months ended March 31, 2024 the Company issued 2,800 shares of common stock and received $4,898 in cash proceeds from the exercise of these stock options granted under the 2013 Plan. Total intrinsic value of the options exercised during the three months ended March 31, 2024 was $3,758.
The Company has granted stock options to purchase an aggregate of 1,208,550 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 $319,178 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 March 31, 2025.
Restricted Stock Units (RSUs)
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 vested over four years in equal installments on each anniversary of the grant date, provided that the employee remained employed by the Company at the applicable vesting date. Compensation expense is recognized on a straight-line basis. As of March 31, 2025 all RSUs were vested.
The following is a summary of RSU activity under the 2013 Plan for the three months ended March 31, 2025:
| · · · · · · | ||||
|---|---|---|---|---|
| · · · · · Weighted-Average | ||||
| · · · Number of Shares · · Grant Date | ||||
| | | Underlying RSUs | | Fair Value |
| Unvested at December 31, 2024 | | 48,133 | | $3.81 |
| Vested | | (48,133) | | 3.81 |
| Unvested at March 31, 2025 | | — | | — |
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 March 31, 2025. As of March 31, 2025, there were 743,481 shares available for future grants under the Inducement Plan.
A summary of the Company’s stock option activity under the Inducement Plan for the three months ended March 31, 2025 is as follows:
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · Weighted-Average · · · | ||||||||||
| · · · · · · Remaining · · Aggregate | ||||||||||
| · · Outstanding · · Weighted-Average · · Contractual Term · · Intrinsic Value | ||||||||||
| · Options · Exercise Price · (Years) · (In thousands) | ||||||||||
| Outstanding as of December 31, 2024 | | 2,690,800 | | $2.01 | 7.1 | | | | ||
| Options forfeited | | (444,373) | | | 1.97 | | | | | |
| Outstanding as of March 31, 2025 | | 2,246,427 | | 2.01 | 0.4 | | $— | |||
| Vested or expected to vest as of March 31, 2025 | | 1,588,960 | | 1.95 | 0.4 | | $— | |||
| Exercisable as of March 31, 2025 | | 1,510,936 | | 1.94 | 0.4 | | $— | |||
As of March 31, 2025, there was approximately $87,000 of total unrecognized compensation expense related to unvested options under the Inducement Plan that will be recognized over a weighted-average period of approximately 0.2 years. There wereno options exercised under the Inducement Plan during the three months ended March 31, 2025 or 2024. The total fair value of stock options which vested in the three months ended March 31, 2025 and 2024 was $140,683 and $305,219, respectively.
The Company has granted stock options to purchase an aggregate of 549,200 shares to certain newly hired employees under the Inducement Plan which options are subject to performance-based vesting conditions. The maximum
fair value of $798,053 associated with the performance-based options has been excluded from the unrecognized compensation expense under the Inducement Plan as the completion of the performance milestones was not deemed to be probable as of March 31, 2025.
The weighted-average fair value of the options granted under all equity incentive plans during the three months ended March 31, 2024 was $2.44 per share, applying the Black-Scholes-Merton option pricing model utilizing the following weighted-average assumptions:
| | | |
|---|---|---|
| · 2024 | ||
| Expected term | | 6.25 years |
| Expected volatility | | 90.37% |
| Risk-free interest rate | | 3.89% |
| Expected dividend yield | | 0% |
Stock-based compensation expense was classified on the statements of operations as follows for the three months ended March 31, 2025 and 2024:
| · · · · · · | ||||
|---|---|---|---|---|
| · · Three Months Ended March 31, | ||||
| · 2025 · · 2024 | ||||
| Research and development expense | | $— | | $348,242 |
| General and administrative expense | | 405,428 | | 843,838 |
| Total stock-based compensation expense | | $405,428 | | $1,192,080 |
10. Income Taxes
The Company did not record any tax provision or benefit for the three months ended March 31, 2025 and 2024. 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 March 31, 2025 and December 31, 2024.
11. 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 three months ended March 31, 2025 or 2024. During the three months ended March 31, 2025 Apollomics exercised its right to terminate the Agreement, which will be effective May 21, 2025.
12. Restructuring and Assets 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 approximately 80%. During the three months ended March 31, 2025, substantially all of the Company’s remaining employees were terminated.
Employees were entitled to receive severance payments and Company-funded medical insurance for a specific time. During the year ended December 31, 2024, the Company recognized$7.0 million of charges for severance and related benefits.
The following is a summary of the activity for accrued severance costs for the three months ended March 31, 2025:
| · · · | ||
|---|---|---|
| | 2025 | |
| Severance accrual, January 1 | | $3,487,258 |
| Cash payments | | (1,815,015) |
| Severance accrual, March 31 | | $1,672,243 |
The accrued severance liability of $1.7 million is payable within the next twelve months and has been included in accrued expenses on the balance sheet as of March 31, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.