GlycoMimetics,Inc. (NASDAQ:GLYC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive
Agreement.
On May24, 2017, GlycoMimetics,Inc. (the Company) entered
into an underwriting agreement (the Underwriting
Agreement) with Jefferies LLC and Cowen and
Company, LLC (the Underwriters), to
issue and sell 7,000,000 shares of common stock of the Company
(Common
Stock) in an underwritten public offering to a
Registration Statement on FormS-3 (File No.333-202808) and a
related prospectus and prospectus supplement, in each case filed
with the Securities and Exchange Commission (the
SEC) (the
Offering). The
offering price to the public is $11.50 per share. In addition,
the Company granted the Underwriters an option to purchase, for a
period of 30 days, up to an additional 1,050,000 shares of Common
Stock. The Company estimates that the net proceeds from the
Offering will be approximately $75.4 million, or approximately
$86.7 million if the Underwriters exercise in full their option
to purchase additional shares of Common Stock, in each case after
deducting underwriting discounts and commissions and estimated
offering expenses.
The Underwriting Agreement contains customary representations,
warranties, covenants and agreements by the Company, customary
conditions to closing, indemnification obligations of the Company
and the Underwriters, including for liabilities under the
Securities Act of 1933, as amended, other obligations of the
parties and termination provisions. The representations,
warranties and covenants contained in the Underwriting Agreement
were made only for purposes of such agreement and as of specific
dates, were solely for the benefit of the parties to such
agreement, and may be subject to limitations agreed upon by the
contracting parties. A copy of the Underwriting Agreement is
filed as Exhibit1.1 to this Current Report on Form8-K and is
incorporated herein by reference. The foregoing description of
the Underwriting Agreement is qualified in its entirety by
reference to such exhibit. A copy of the legal opinion as to the
legality of the shares of Common Stock to be issued and sold in
the Offering is filed as Exhibit5.1 to this Current Report on
Form8-K.
Item 5.07 Submission of Matters to a
Vote of Security Holders.
On May25, 2017, the Company held its 2017 annual meeting of
stockholders (the Annual Meeting).
The stockholders considered two proposals, each of which is
described in more detail in the Companys definitive proxy
statement filed with the SEC on April20, 2017. Of the 23,855,934
shares outstanding as of the record date, 21,482,054 shares, or
90%, were present or represented by proxy at the Annual Meeting.
Set forth below are the results of the matters submitted for a
vote of stockholders at the Annual Meeting.
Proposal No.1: Election of two nominees to serve as
directors until the 2020 annual meeting of stockholders and until
their respective successors are elected and qualified. The votes
were cast as follows:
|
Name |
|
VotesFor |
|
VotesWithheld |
|
|
Mark A. Goldberg M.D. |
16,530,972 |
705,533 |
|||
|
Timothy R. Pearson |
16,891,810 |
344,695 |
Broker Non-Votes: 4,245,549
All nominees were elected.
Proposal No.2: Ratification of the appointment of Ernst
Young LLP as independent registered public accounting firm for
the fiscal year ending December31, 2017. The votes were cast as
follows:
|
|
VotesFor |
|
VotesAgainst |
|
Abstained |
|
|
|
Ratification of appointment of Ernst Young |
21,470,629 |
11,425 |
|
Item 8.01 Other Events.
Updated Company Disclosure
On May24, 2017, the Company filed a prospectus supplement (the
Prospectus
Supplement) with the Securities and Exchange
Commission in connection with the Offering. The Prospectus
Supplement contains an
updated description of certain aspects of the Companys
business. Accordingly, the Company is filing information with
this Report for the purpose of updating certain aspects of the
description of its business from the disclosure contained in
the Companys prior public filings. The updated disclosure is
filed as Exhibit99.1 to this Current Report on Form8-K and is
incorporated herein by reference.
Press Releases
On May22, 2017, the Company issued a press release announcing
the Offering. On May24, 2017, the Company issued a press
release announcing that it had priced the Offering. Copies of
the press releases are furnished herewith as Exhibits99.2 and
99.3, respectively, to this Current Report on Form8-K and are
incorporated herein by reference.
Caution Concerning Forward Looking Statements
This Current Report on Form8-K may contain forward-looking
statements made in reliance upon the safe harbor provisions of
Section27A of the Securities Act of 1933, as amended, and
Section21 E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements include all statements that do not
relate solely to historical or current facts, and can be
identified by the use of words such as may, will, expect,
project, estimate, anticipate, plan, believe, potential,
should, continue or the negative versions of those words or
other comparable words. These forward-looking statements
include statements about the Companys anticipated public
offering, anticipated use of proceeds, clinical development of
the Companys drug candidates, expectations regarding future
clinical trials, expectations regarding the Companys cash
balance and future expectations and plans and prospects for the
Company. These forward-looking statements are based on
information currently available to the Company and its current
plans or expectations, and are subject to a number of
uncertainties and risks that could significantly affect current
plans. Actual results and performance could differ materially
from those projected in the forward-looking statements as a
result of many factors, including the uncertainties related to
market conditions and the completion of the public offering on
the anticipated terms or at all, and uncertainties inherent in
the initiation of future clinical trials. The Companys
forward-looking statements also involve assumptions that, if
they prove incorrect, would cause its results to differ
materially from those expressed or implied by such
forward-looking statements. These and other risks concerning
the Companys business are described in additional detail in the
Companys Annual Report on Form10-K filed with the Securities
and Exchange Commission on March1, 2017, the Companys
prospectus supplement filed with the Securities and Exchange
Commission on May24, 2017 and in the Companys other Periodic
and Current Reports filed with the Securities and Exchange
Commission. The Company is under no obligation to (and
expressly disclaims any such obligation to) update or alter its
forward-looking statements, whether as a result of new
information, future events or otherwise.
Item 9.01 Financial Statements and
Exhibits.
(d)Exhibits
|
Exhibit |
|
|
|
Number |
|
ExhibitDescription |
|
|
|
|
|
1.1 |
Underwriting Agreement by and among GlycoMimetics,Inc., |
|
|
5.1 |
Opinion of Cooley LLP. |
|
|
23.1 |
Consent of Cooley LLP (included in Exhibit5.1). |
|
|
99.1 |
Updated Company Disclosure. |
|
|
99.2 |
Press Release, dated May22, 2017. |
|
|
99.3 |
Press Release, dated May24, 2017. |
About GlycoMimetics, Inc. (NASDAQ:GLYC)
GlycoMimetics, Inc. is a clinical-stage biotechnology company. The Company focuses on the discovery and development of glycomimetic drugs. The Company operates through the identification and development of glycomimetic compounds segment. The Company is developing its lead drug candidate, GMI-1070 (Rivipansel), for the treatment of vaso-occlusive crisis (VOC), a debilitating and painful condition that occurs periodically throughout the life of a person with sickle cell disease. The Company is developing GMI-1271, a specific E-selectin inhibitor, to be used in combination with chemotherapy to treat patients with acute myeloid leukemia (AML), multiple myeloma (MM) and other hematologic cancers. The Company has an additional drug candidate, GMI-1359, that targets both E-selectin and a chemokine receptor, CXCR4. The Company is also advancing other preclinical-stage programs, which include small-molecule glycomimetic compounds that inhibit the proteins galectin-3 and galectin-9. GlycoMimetics, Inc. (NASDAQ:GLYC) Recent Trading Information
GlycoMimetics, Inc. (NASDAQ:GLYC) closed its last trading session down -0.11 at 13.89 with 16,836,420 shares trading hands.
