Following closing, the combined company will
advance Crescent’s portfolio of precision-engineered biologics to
improve outcomes for patients with solid tumors
Crescent’s lead program CR-001, a tetravalent
PD-1 x VEGF bispecific antibody incorporating the cooperative
binding mechanism underpinning recent immuno-oncology breakthrough,
expected to have preliminary proof of concept data in 2H26
Crescent pipeline also includes two novel
antibody-drug conjugates with topoisomerase inhibitor payloads,
CR-002 and CR-003
Concurrent financing of approximately $200
million anticipated to fund operations through 2027
Companies to hold a conference call on Tuesday
October 29, at 8:00am EDT
GlycoMimetics, Inc. (NASDAQ: GLYC) announced today it has
entered into an acquisition agreement with Crescent Biopharma, Inc.
(“Crescent”), a privately held biotechnology company advancing a
pipeline of oncology therapeutics designed to treat solid tumors.
Upon completion of the transaction, the Company plans to operate
under the name Crescent Biopharma, Inc.
In support of the acquisition, a syndicate of investors led by
Fairmount, Venrock Healthcare Capital Partners, BVF Partners, and a
large investment management firm, with participation from Paradigm
BioCapital, RTW Investments, Blackstone Multi-Asset Investing,
Frazier Life Sciences, Commodore Capital, Perceptive Advisers, Deep
Track Capital, Boxer Capital Management, Soleus, Logos Capital,
Driehaus Capital Management, Braidwell LP, and Wellington
Management, has committed $200 million to purchase GlycoMimetics
common stock and GlycoMimetics pre-funded warrants to purchase its
common stock. The transaction is expected to close in the second
quarter of 2025. The financing is expected to close immediately
following the completion of the transaction. The Company’s cash
balance at closing is anticipated to fund operations through 2027,
including advancement of the Company’s lead program CR-001, a
tetravalent PD-1 x VEGF bispecific antibody, through preliminary
proof of concept clinical data in solid tumor patients expected in
the second half of 2026.
“Crescent was founded to harness recent breakthroughs in
immuno-oncology and antibody-drug conjugates that pave the way for
a next generation of therapies for patients with solid tumors,”
said Jonathan Violin, interim CEO at Crescent and Venture Partner
at Fairmount. “Our lead program CR-001 was precision engineered to
impart a cooperative binding pharmacology for VEGF x PD-1
bispecific blockade; this mechanism recently demonstrated superior
efficacy to the anti-PD1 antibody pembrolizumab in a third party
head-to-head Phase 3 clinical trial. The specific level of
cooperativity engineered into CR-001 reflects a delicate
mechanistic balance, which is essential to our confidence in this
program. This transaction and financing enable a potentially rapid
development path for CR-001, and for the antibody drug conjugate
programs CR-002 and CR-003.”
Crescent is the fifth company to launch with assets discovered
and developed by Paragon Therapeutics. CR-001, a tetravalent PD-1 x
VEGF bispecific antibody, matches the format and pharmacology of
ivonescimab, which delivered superior efficacy compared to the
current market leader pembrolizumab in a large third party Phase 3
trial. In addition to CR-001, Crescent is developing CR-002 and
CR-003, antibody-drug conjugates (ADCs) against undisclosed targets
using topoisomerase inhibitor payloads; ADCs with topoisomerase
inhibitor payloads have shown improved efficacy and safety compared
to ADCs with alternative payloads.
The Company anticipates that the IND for CR-001 will be filed in
4Q25 or 1Q26, and interim Phase 1 data from patients is expected in
2H26. CR-002, Crescent’s first ADC program, is designed to be
best-in-class and is expected to initiate Phase 1 in 2026; the
Company plans to disclose the target for CR-002 as the program
approaches the clinic.
The Company intends to determine potential paths forward for its
late stage clinical candidate, Uproleselan, including by supporting
continued data analyses of Uproleselan from NCI, its corporate
partner for China, Apollomics, and investigator initiated
studies.
“We are confident that our transaction with Crescent represents
a significant opportunity for GlycoMimetics and its stockholders,”
said Harout Semerjian, CEO of GlycoMimetics. “This transaction is
the result of a comprehensive strategic review, and with additional
funding for Crescent’s portfolio of novel biologics, we believe the
company is well-positioned to carry forward the mission of seeking
to improve the lives of patients.”
About the Proposed Transactions
Under the terms of the acquisition agreement, the
pre-acquisition GlycoMimetics stockholders are expected to own
approximately 3.1% of the combined Company and the pre-acquisition
Crescent stockholders (inclusive of those investors participating
in the pre-closing financing) are expected to own approximately
96.9% of the company. The percentage of the company that
GlycoMimetics’s stockholders will own as of the closing of the
acquisition is subject to adjustment based on the amount of
GlycoMimetics’s net cash at the closing date.
The transaction has received approval by the Board of Directors
of both companies and 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.
The company will be named Crescent Biopharma, Inc. and be led by
Jonathan Violin, Ph.D., Crescent’s interim Chief Executive Officer,
who will be joined on Crescent’s Board of Directors by Peter
Harwin, Managing Member of Fairmount. Wedbush PacGrow is serving as
strategic advisor and Gibson, Dunn & Crutcher LLP is serving as
legal counsel to Crescent. Jefferies, TD Cowen, Stifel, and LifeSci
Capital are serving as the placement agents to Crescent. Covington
is serving as legal counsel to the placement agents. Lucid Capital
Markets is serving as financial advisor and Sidley Austin is
serving as legal counsel to GlycoMimetics.
Conference Call Details
The companies plan to hold a joint conference call on October
29, 2024 at 8:00 AM EDT to discuss the merger details.
To access the call by phone, please go to this registration link
and you will be provided with dial in details. Participants are
encouraged to connect 15 minutes in advance of the scheduled start
time.
A live webcast of the call will be available on the “Investors"
tab on the GlycoMimetics website. A webcast replay will be
available for 30 days following the call.
About GlycoMimetics
GlycoMimetics is a late clinical-stage biotechnology company
discovering and developing glycobiology-based therapies for
cancers, including AML, and for inflammatory diseases. The
company’s scientific approach is based on an understanding of the
role that carbohydrates play in cell recognition. Its specialized
chemistry platform can be used to discover small molecule drugs,
known as glycomimetics, that alter carbohydrate-mediated
recognition in diverse disease states, including cancers and
inflammation. The company’s goal is to develop transformative
therapies for diseases with high unmet medical need. GlycoMimetics
is headquartered in Rockville, MD in the BioHealth Capital Region.
Learn more at www.glycomimetics.com.
About Crescent Biopharma
Crescent Biopharma is a biotechnology company dedicated to
advancing novel precision engineered molecules targeting validated
biology to advance care for patients with solid tumors. The
company’s pipeline of three programs harnesses proven biology to
accelerate the path to market for potentially best in class
therapeutics. For more information, visit
www.crescentbiopharma.com.
Forward Looking Statements
Certain statements in this press release, other than purely
historical information, may constitute “forward-looking statements”
within the meaning of the federal securities laws, including for
purposes of the safe harbor provisions under the Private Securities
Litigation Reform Act of 1995, concerning GlycoMimetics, Crescent,
the proposed pre-closing financing and the proposed acquisition by
GlycoMimetics of Crescent (collectively, the “Proposed
Transactions”) and other matters. These forward-looking statements
include, but are not limited to, express or implied statements
relating to GlycoMimetics’s and Crescent’s management teams’
expectations, hopes, beliefs, intentions or strategies regarding
the future including, without limitation, statements regarding: the
Proposed Transactions and the expected effects, perceived benefits
or opportunities, including investment amounts from investors and
expected proceeds, and related timing with respect thereto,
expectations regarding or plans for discovery, preclinical studies,
clinical trials and research and development programs, in
particular with respect to CR-001, and any developments or results
in connection therewith, including the target product profile of
CR-001; the anticipated timing of the commencement of and results
from those studies and trials; expectations regarding the use of
proceeds, the sufficiency of post-transaction resources to support
the advancement of Crescent’s pipeline through certain milestones
and the time period over which Crescent’s post-transaction capital
resources will be sufficient to fund its anticipated operations;
the cash balance of the combined entity at closing; expectations
regarding the treatment of solid tumors; and expectations related
to GlycoMimetics’s late stage clinical candidate, Uproleselan. In
addition, any statements that refer to projections, forecasts or
other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking
statements. The words “opportunity,” “potential,” “milestones,”
“pipeline,” “can,” “goal,” “strategy,” “target,” “anticipate,”
“achieve,” “believe,” “contemplate,” “continue,” “could,”
“estimate,” “expect,” “intends,” “may,” “plan,” “possible,”
“project,” “should,” “will,” “would” and similar expressions
(including the negatives of these terms or variations of them) may
identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. These
forward-looking statements are based on current expectations and
beliefs concerning future developments and their potential effects.
There can be no assurance that future developments affecting
GlycoMimetics, Crescent or the Proposed Transactions will be those
that have been anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond
the control of GlycoMimetics and Crescent) or other assumptions
that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking
statements. These risks and uncertainties include, but are not
limited to, the risk that the conditions to the closing or
consummation of the Proposed Transactions are not satisfied,
including GlycoMimetics’s failure to obtain stockholder approval
for the proposed merger; the risk that the proposed pre-closing
financing is not completed in a timely manner or at all;
uncertainties as to the timing of the consummation of the Proposed
Transactions and the ability of each of GlycoMimetics and Crescent
to consummate the transactions contemplated by the Proposed
Transactions; risks related to GlycoMimetics’s continued listing on
Nasdaq until closing of the Proposed Transactions and the combined
company’s ability to remain listed following the Proposed
Transactions; risks related to GlycoMimetics’s and Crescent’s
ability to correctly estimate their respective operating expenses
and expenses associated with the Proposed Transactions, as
applicable, as well as uncertainties regarding the impact any delay
in the closing of any of the Proposed Transactions would have on
the anticipated cash resources of the resulting combined company
upon closing and other events and unanticipated spending and costs
that could reduce the combined company’s cash resources; the
failure or delay in obtaining required approvals from any
governmental or quasi-governmental entity necessary to consummate
the Proposed Transactions; the occurrence of any event, change or
other circumstance or condition that could give rise to the
termination of the business combination between GlycoMimetics and
Crescent; the effect of the announcement or pendency of the merger
on GlycoMimetics’s or Crescent’s business relationships, operating
results and business generally; costs related to the merger; as a
result of adjustments to the exchange ratio, Crescent stockholders
and GlycoMimetics stockholders could own more or less of the
combined company than is currently anticipated; the outcome of any
legal proceedings that may be instituted against GlycoMimetics,
Crescent or any of their respective directors or officers related
to the merger agreement or the transactions contemplated thereby;
the ability of GlycoMimetics and Crescent to protect their
respective intellectual property rights; competitive responses to
the Proposed Transactions; unexpected costs, charges or expenses
resulting from the Proposed Transactions; potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the Proposed Transactions; failure to
realize certain anticipated benefits of the Proposed Transactions,
including with respect to future financial and operating results;
the risk that GlycoMimetics stockholders receive more or less of
the cash dividend than is currently anticipated; legislative,
regulatory, political and economic developments; and those
uncertainties and factors described under the heading “Risk
Factors” and “Business” in GlycoMimetics’s most recent Annual
Report on Form 10-K filed with the SEC on March 27, 2024, as well
as discussions of potential risks, uncertainties, and other
important factors included in other filings by GlycoMimetics from
time to time, any risk factors related to GlycoMimetics or Crescent
made available to you in connection with the Proposed Transactions,
as well as risk factors associated with companies, such as
Crescent, that operate in the biopharma industry. Should one or
more of these risks or uncertainties materialize, or should any of
GlycoMimetics’s or Crescent’s assumptions prove incorrect, actual
results may vary in material respects from those projected in these
forward-looking statements. Nothing in this press release should be
regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be
achieved. You should not place undue reliance on forward-looking
statements in this press release, which speak only as of the date
they are made and are qualified in their entirety by reference to
the cautionary statements herein. Neither GlycoMimetics nor
Crescent undertakes or accepts any duty to release publicly any
updates or revisions to any forward-looking statements. This press
release does not purport to summarize all of the conditions, risks
and other attributes of an investment in GlycoMimetics or
Crescent.
No Offer or Solicitation
This press release and the information contained herein is not
intended to and does not constitute (i) a solicitation of a proxy,
consent or approval with respect to any securities or in respect of
the Proposed Transactions or (ii) an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation
to purchase or subscribe for any securities pursuant to the
Proposed Transactions or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except in accordance with the requirements of the Securities
Act of 1933, as amended, or an exemption therefrom. Subject to
certain exceptions to be approved by the relevant regulators or
certain facts to be ascertained, no public offer will be made
directly or indirectly, in or into any jurisdiction where to do so
would constitute a violation of the laws of such jurisdiction, or
by use of the mails or by any means or instrumentality (including
without limitation, facsimile transmission, telephone and the
internet) of interstate or foreign commerce, or any facility of a
national securities exchange, of any such jurisdiction.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED
OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESS
RELEASE IS TRUTHFUL OR COMPLETE.
Important Additional Information about the Proposed
Transaction Will be Filed with the SEC
This press release is not a substitute for the proxy statement
or for any other document that GlycoMimetics may file with the SEC
in connection with the Proposed Transactions. In connection with
the Proposed Transactions between GlycoMimetics and Crescent,
GlycoMimetics intends to file relevant materials with the SEC,
including a proxy statement of GlycoMimetics. GLYCOMIMETICS URGES
INVESTORS AND STOCKHOLDERS TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT GLYCOMIMETICS, CRESCENT, THE
PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and
stockholders will be able to obtain free copies of the proxy
statement and other documents filed by GlycoMimetics with the SEC
(when they become available) through the website maintained by the
SEC at www.sec.gov. Stockholders are urged to read the proxy
statement and the other relevant materials when they become
available before making any voting or investment decision with
respect to the Proposed Transactions. In addition, investors and
stockholders should note that GlycoMimetics communicates with
investors and the public using its website
(https://https://ir.glycomimetics.com/investor-relations).
Participants in the Solicitation
GlycoMimetics, Crescent and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from stockholders in connection with the
Proposed Transactions. Information about GlycoMimetics’s directors
and executive officers, including a description of their interests
in GlycoMimetics, is included in GlycoMimetics’s most recent Annual
Report on Form 10-K, including any information incorporated therein
by reference, as filed with the SEC. Additional information
regarding these persons and their interests in the transaction will
be included in the proxy statement relating to the Proposed
Transactions when it is filed with the SEC. These documents can be
obtained free of charge from the sources indicated above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241029550680/en/
Investor Contact: Argot Partners Leo Vartorella
212-600-1902 Glycomimetics@argotpartners.com
GlycoMimetics (NASDAQ:GLYC)
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