GlycoMimetics Amends Merger Agreement With Crescent Biopharma

GlycoMimetics, Inc. (NASDAQ:GLYC), a biotechnology firm based in Maryland with a market capitalization of $16.8 million, has amended its merger agreement with Crescent Biopharma, Inc., as per an 8-K filing with the SEC. According to InvestingPro data, the company maintains a strong balance sheet with more cash than debt, though it’s currently experiencing rapid cash burn. The amendment, dated Monday, April 28, 2025, modifies the terms of the previously announced merger agreement from October 28, 2024, which was further adjusted on February 14, 2025.

Under the new terms, GlycoMimetics will assume Crescent restricted stock units (RSUs) using the same exchange ratio applied to other Crescent securities in the merger. Additionally, the amendment clarifies voting mechanics related to the Series A Non-Voting Convertible Preferred Stock of GlycoMimetics.

The merger, which is a stock-for-stock transaction, is expected to result in Crescent shareholders receiving approximately 15.4192 shares of GlycoMimetics common stock for each Crescent share. The deal comes as GlycoMimetics’ stock has seen significant volatility, with InvestingPro data showing an 83% decline over the past year, though recent performance has improved with a 15% gain in the last week. The company’s overall financial health score stands at 2.27, rated as "FAIR" by InvestingPro analysts. Post-merger, current GlycoMimetics shareholders will own about 2.6% of the combined entity on a fully-diluted basis, assuming GlycoMimetics’ net cash at closing is $1.8 million. Conversely, former Crescent security holders are anticipated to own roughly 97.4% of the combined company.

The SEC has not yet approved or disapproved the securities involved in the transaction, nor has it passed judgment on the completeness or accuracy of the 8-K filing. The merger is subject to customary closing conditions, including regulatory approvals.

This 8-K filing is informational and does not constitute a solicitation of a proxy, consent, or approval for any securities or the proposed transaction. It also does not represent an offer to sell or a solicitation of an offer to buy any securities. The transaction details will be outlined in a Registration Statement on Form S-4 previously filed by GlycoMimetics with the SEC.

Investors and stockholders are encouraged to read the Registration Statement and any other relevant documents filed with the SEC when they become available, as they contain important information about the merger. These documents can be obtained free of charge from the SEC’s website at www.sec.gov. For deeper insights into GlycoMimetics’ financial health and prospects, InvestingPro subscribers can access comprehensive analysis, including 11 additional ProTips and detailed financial metrics in the Pro Research Report, which transforms complex Wall Street data into actionable intelligence.

GlycoMimetics and Crescent have not yet announced any additional details regarding the expected completion date of the merger.

In other recent news, GlycoMimetics has announced significant developments, including the termination of a key agreement with Apollomics, which had granted exclusive rights to two of its drug candidates in select Asian markets. This termination follows a 90-day notice period, leaving GlycoMimetics without material financial obligations. Additionally, the company is undergoing a leadership transition, with the resignation of several board members and executives, including CEO Harout Semerjian and CFO Brian Hahn, who will continue as consultants through the merger process with Crescent Biopharma. The merger, which is expected to close in the second quarter, has seen amendments to its terms, particularly in the financing structure, but retains the anticipated exchange ratio for shareholders.

Cantor Fitzgerald has maintained an Overweight rating on GlycoMimetics, emphasizing the strategic merger with Crescent. This merger aims to accelerate the development of CR-001, a promising bispecific therapy in the cancer treatment market. The amended merger agreement now includes a revised securities purchase plan, with $200 million worth of Crescent securities to be purchased before the merger’s completion. GlycoMimetics plans to file additional materials with the SEC regarding the merger, encouraging investors to review these documents for further details. These recent developments highlight a transformative phase for GlycoMimetics as it navigates corporate restructuring and strategic growth opportunities.

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