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 Crescent Biopharma, Inc., aDelaware corporation (“Crescent”), entered into an Agreement and Plan of Merger and Reorganization onOctober28, 2024, which agreement was subsequently amended on February14, 2025 and April28, 2025 (asamended, the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfactionor waiver of the conditions set forth in the Merger Agreement, Gemini Merger Sub Corp., a Delawarecorporation (“First Merger Sub”), will merge with and into Crescent, with Crescent continuing as a whollyowned subsidiary of GlycoMimetics and the surviving corporation of the merger (the “First Merger”), andCrescent will merge with and into Gemini Merger Sub II, LLC, a Delaware limited liability company(“Second Merger Sub” and together with First Merger Sub, “Merger Subs”), with Second Merger Sub beingthe surviving entity of the merger (the “Second Merger” and, together with the First Merger, the “Merger”).After the completion of the Merger, Second Merger Sub will change its corporate name to “CrescentBiopharma 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 theparent 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 and subject to theconditions set forth in the Merger Agreement: (i)each then-outstanding share of Crescent common stock(including shares of Crescent common stock issued in the Crescent Pre-Closing Financing (as definedbelow) and excluding shares to be canceled pursuant to the Merger Agreement and excluding dissentingshares) will be automatically converted solely into the right to receive a number of shares of GlycoMimeticscommon stock equal to the Exchange Ratio as described in more detail in the section titled “The MergerAgreement—Exchange Ratio” beginning on page158of the accompanying proxy statement/prospectus (the“Exchange Ratio”); (ii)each then-outstanding share of Crescent preferred stock will be converted into theright to receive a number of shares of GlycoMimetics SeriesA non-voting convertible preferred stock, parvalue $0.001 per share (“GlycoMimetics SeriesA Preferred Stock”), equal to the Exchange Ratio divided by1,000; (iii)each then-outstanding option to purchase Crescent common stock will be assumed byGlycoMimetics, subject to adjustment as set forth in the Merger Agreement and described in more detail inthe section titled “The Merger Agreement — Crescent Options” beginning on page161of the accompanyingproxy statement/prospectus; (iv)each then-outstanding Crescent restricted stock unit will be assumed byGlycoMimetics, subject to adjustment as set forth in the Merger Agreement and described in more detail inthe section titled “The Merger Agreement — Crescent Restricted Stock Units” beginning on page162of theaccompanying proxy statement/prospectus; (v)each then-outstanding pre-funded warrant to purchase sharesof Crescent common stock will be converted into a pre-funded warrant to purchase shares of GlycoMimeticscommon stock, subject to adjustment as set forth in the Merger Agreement and described in more detail inthe section titled “The Merger Agreement— Crescent Warrants” beginning on page162of theaccompanying proxy statement/prospectus; (vi)each in-the-money option to acquire shares ofGlycoMimetics common stock (the “GlycoMimetics In the Money Option”) that is issued and outstanding(whether vested or unvested) will be cancelled and converted into the right to receive a number of shares ofGlycoMimetics common stock equal to the number of shares underlying such option; (vii)eachGlycoMimetics restricted stock unit will be cancelled and converted into the right to receive a number ofshares of GlycoMimetics common stock equal to the number of unsettled shares of GlycoMimetics commonstock underlying such GlycoMimetics restricted stock unit; and (viii)each share of GlycoMimetics commonstock that is issued and outstanding at the First Effective Time will remain issued and outstanding in accordance with its terms and such shares,subject to the proposed reverse stock split, and will be unaffected by the Merger. Based on GlycoMimetics’ and Crescent’s capitalization as of May3, 2025 and taking into accountGlycoMimetics’ current cash position, each share of Crescent common stock is currently estimated to beentitled to receive approximately 15.4192 shares of GlycoMimetics common stock. Each share of Crescentpreferred stock will be converted into the right to receive a number of shares of GlycoMimetics Series APreferred Stock, equal to the