GlycoMimetics Inc美股招股说明书(2025-05-14版)

PROPOSED MERGERYOUR VOTE IS VERY IMPORTANT To the Stockholders of GlycoMimetics, Inc. and Crescent Biopharma, Inc., GlycoMimetics, Inc., a Delaware corporation (“GlycoMimetics”), and CrescentBiopharma, Inc., a Delaware corporation (“Crescent”), entered into an Agreement and Plan ofMerger and Reorganization on October 28, 2024, which agreement was subsequently amendedon February 14, 2025 and April 28, 2025 (as amended, the “Merger Agreement”), pursuant towhich, among other matters, and subject to the satisfaction or waiver of the conditions setforth in the Merger Agreement, Gemini Merger Sub Corp., a Delaware corporation (“FirstMerger Sub”), will merge with and into Crescent, with Crescent continuing as a wholly ownedsubsidiary of GlycoMimetics and the surviving corporation of the merger (the “First Merger”),and Crescent will merge with and into Gemini Merger Sub II, LLC, a Delaware limitedliability company (“Second Merger Sub” and together with First Merger Sub, “Merger Subs”),with Second Merger Sub being the surviving entity of the merger (the “Second Merger” and,together with the First Merger, the “Merger”). After the completion of the Merger, SecondMerger Sub will change its corporate name to “Crescent Biopharma Operating Company,LLC” and GlycoMimetics will change its name to “Crescent Biopharma, Inc.” The term“Combined Company” when used in the accompanying proxy statement/prospectus refers tothe post-Merger corporate structure including Crescent Biopharma, Inc. (f/k/a GlycoMimetics,Inc.) as the parent entity and Crescent Biopharma Operating Company, LLC as its wholly-owned subsidiary. At the closing of the First Merger (the “First Effective Time”), upon the terms andsubject to the conditions set forth in the Merger Agreement: (i) each then-outstanding share ofCrescent common stock (including shares of Crescent common stock issued in the CrescentPre-Closing Financing (as defined below) and excluding shares to be canceled pursuant to theMerger Agreement and excluding dissenting shares) will be automatically converted solelyinto the right to receive a number of shares of GlycoMimetics common stock equal to theExchange Ratio as described in more detail in the section titled “The Merger Agreement —Exchange Ratio” beginning on page 158 of the accompanying proxy statement/prospectus (the“Exchange Ratio”); (ii) each then-outstanding share of Crescent preferred stock will beconverted into the right to receive a number of shares of GlycoMimetics Series A non-votingconvertible preferred stock, par value $0.001 per share (“GlycoMimetics Series A PreferredStock”), equal to the Exchange Ratio divided by 1,000; (iii) each then-outstanding option topurchase Crescent common stock will be assumed by GlycoMimetics, subject to adjustment asset forth in the Merger Agreement and described in more detail in the section titled “TheMerger Agreement—Crescent Options” beginning on page 161 of the accompanying proxy statement/prospectus; (iv) each then-outstanding Crescent restricted stock unit will beassumed by GlycoMimetics, subject to adjustment as set forth in the Merger Agreement anddescribed in more detail in the section titled “The Merger Agreement—Crescent RestrictedStock Units” beginning on page 162 of the accompanying proxy statement/prospectus;(v) each then-outstanding pre-funded warrant to purchase shares of Crescent common stockwill be converted into a pre-funded warrant to purchase shares of GlycoMimetics commonstock, subject to adjustment as set forth in the Merger Agreement and described in more detailin the section titled “The Merger Agreement — Crescent Warrants” beginning on page 162 ofthe accompanying proxy statement/prospectus; (vi) each in-the-money option to acquire sharesof GlycoMimetics common stock (the “GlycoMimetics In the Money Option”) that is issuedand outstanding (whether vested or unvested) will be cancelled and converted into the right toreceive a number of shares of GlycoMimetics common stock equal to the number of sharesunderlying such option; (vii) each GlycoMimetics restricted stock unit will be cancelled andconverted into the right to receive a number of shares of GlycoMimetics common stock equalto the number of unsettled shares of GlycoMimetics common stock underlying suchGlycoMimetics restricted stock unit; and (viii) each share of GlycoMimetics common stockthat is issued and outstanding at the First Effective Time will remain issued and outstanding in accordance with its terms andsuch shares, subject to the proposed reverse stock split, and will be unaffected by the Merger. Based on GlycoMimetics’ and Crescent’s capitalization as of May 3, 2025 and taking intoaccount GlycoMimetics’ current cash position, each share of Crescent common stock iscurrently estimated to be entitled to receive approximately 15.4192 shares of GlycoMimeticscommon stock. Each share of Crescent preferred stock will be converted into the right toreceive a number of shares of GlycoMimetics Series A Preferred Sto