GlycoMimetics Announces Merger Agreement with Crescent Biopharma: A Look at the Details

On October 28, 2024, GlycoMimetics, Inc. (NASDAQ: GLYC) revealed a significant development as it entered into an Agreement and Plan of Merger and Reorganization with Crescent Biopharma, Inc. The transaction involves Gemini Merger Sub Corp. and Gemini Merger Sub II, LLC, wholly-owned subsidiaries of GlycoMimetics. According to the merger agreement, there are two main components to the merger: first, the merger of Gemini Merger Sub with Crescent, resulting in Crescent becoming a wholly-owned subsidiary of GlycoMimetics, and second, the merger of Crescent with Second Merger Sub. The goal of the overall transaction is to qualify as a tax-free reorganization under the Internal Revenue Code of 1986.

The terms of the merger agreement state that all outstanding shares of Crescent common stock will convert into shares of GlycoMimetics common stock based on the Exchange Ratio defined in the agreement. Additionally, each outstanding share of Crescent preferred stock will convert into shares of Series A Preferred Stock of GlycoMimetics. The completion of the merger is subject to the approval of stockholders from both companies and satisfying customary closing conditions, including obtaining approval from Nasdaq for the listing application.

Furthermore, GlycoMimetics will conduct a private placement post-merger with institutional and accredited investors, with an aggregate purchase price of approximately $200.0 million. This private placement is expected to occur soon after the merger’s closing and is subject to the conditions set in the merger agreement.

In connection with the merger, GlycoMimetics is planning a reverse stock split, an increase in the authorized shares of GlycoMimetics common stock, and a potential change of the company name to Crescent Biopharma, Inc., among other modifications. The combined company, post-merger, will be led by Crescent’s current Chief Executive Officer.

The boards of both companies have endorsed the transaction, pending stockholder and regulatory approvals. The merger is forecasted to conclude in the second quarter of 2025, subject to closing conditions.

The comprehensive details of the agreement underline the strategic move by GlycoMimetics to strengthen its position and expand its capabilities in the biopharmaceutical industry. This significant development opens up new prospects for both companies and their combined efforts in the healthcare sector.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read GlycoMimetics’s 8K filing here.

About GlycoMimetics

GlycoMimetics, Inc, a biotechnology company, focuses on the discovery and development of therapies for cancers and inflammatory diseases in the United States. It develops uproleselan, an E-selectin antagonist, which is used in combination with chemotherapy to treat acute myeloid leukemia (AML), as well as completed phase 3 trial to treat relapsed/refractory AML.