SecProbe.io

September 19, 2013

Via- Email
Ms. Rachel King
Chief Executive Officer
GlycoMimetics, Inc.
401 Professional Drive, Suite 250
Gaithersburg, MD 20879

Re: GlycoMimetics, Inc.
Confidential  Draft Registration Statement on Form S -1
Submitted August 21 , 2013
  CIK No. 0001253689

Dear Ms. King :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do  not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please file all exhibits as soon as practicable. We may have further comments upon
examination of these exhibits.

2. Prior to its us e please provide us proofs of all graphic, visual or photographic information
you will provide in the printed prospectus. Please note that we may have comments
regarding this material.

3. Please supplementally provide us with any written materials that you or anyone
authorized to do so on your behalf provides in reliance on Section 5(d) of the Securities
Act to potential investors that are qualified institutional buyers or institutional accredited
investors. Similarly, please supplementally provide us with a ny research reports about
you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act

Ms. Rachel King
GlycoMimetics, Inc.
September 19, 2013
Page 2

 of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any
broker or dealer that is participating or will particip ate in your offering.

4. Comments to your application for confidential treatment will be delivered under separate
cover.

Risk Factors
“Our ability to utilize our net operating loss carryforwards . . .,” page 13

5. Please expand your disclosure to explain the circumstances under which the completion
of your proposed offering could result an “ownership change” for purposes of Section
382 of the Internal Revenue Code.

“We face substantial competition, which may result in others discovering, developing or
commercializing drugs . . .,” page 20

6. We note that you are aware of many companies developing therapies intended to treat or
prevent VOC. Please expand your disclosure to describe the risk that a competitor’s drug
with an orphan drug designation receives marketing approval prior to GMI -1070.  Please
also disclose whether you are currently aware of any competitor’s product that presents
this risk.

Special Note Regarding Forward -Looking Statements and Industry Data, page 38

7. Please note that it is not appro priate to state or imply that you do not have liability for the
statements in your registration statement. Your statements that you have not
independently verified data obtained from industry publications and third party research,
surveys and studies could  imply that you are not taking liability for this information.  In
order to eliminate any inference that you are not liable for all of the information in your
registration statement, please delete this statement  or include a statement specifically
acceptin g liability for information that appears in your registration statement that was
obtained from third party sources .

8. With respect to your collaborative research agreement with the University of Basel for
the biological evaluation of selectin antagonists, p lease disclose all of the material terms
agreed to by the parties.  This includes, but is not limited to:

 material payment terms, including royalties owed;
 scope of the research activities and allocation of responsibilities;
 the relevant intellectual prop erty covered and rights conveyed as to such property;
 the duration of the agreement; and
 and the material termination provisions

Ms. Rachel King
GlycoMimetics, Inc.
September 19, 2013
Page 3

 9. Please file your agreement with the University of Basel as an exhibit pursuant to Item
601(b)(10) of Regulation S -K.

Managem ent’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Significant Judgments and Estimates
Stock -Based Compensation , page 50

10. Please c onfirm that no other stock options have been granted that have not already been
disclosed and update that confirmation through the date the filing goes effective.

11. Please revise your disclosure to separately present the intrinsic value of outstanding
vested and unvested options as of the most recent practicable date based on the estimated
offering  price.

12. Please note we may have additional comments on your accounting for stock
compensation and related disclosure once you have disclosed an estimated offering price.

Research and Development Expense, page 59

13. In the first paragraph in this section you indicate that the increase in research and
development expense was primarily attributable to an increase in expenses related to your
Phase 2 clinical trial of GMI -1070.  This statement appears to conflict with the
information presented in the table on page 60 which shows an almost half million dollar
decline for GMI -1070 and an approximately $1.3 million increase associated with GMI -
1271.  Please revise your disclosure to remove this apparent inconsistency.

Our Strat egy, page 65

14. We note on page 20 that Mast Therapeutics is currently conducting a Phase 3 clinical trial
for a drug to treat ongoing VOC episodes. Accordingly, where you discuss your belief
that GMI -1070 has the potential to become the first drug approved to treat VOC, please
revise your disclosure to make clear that there are competitors, such as Mast
Therapeutics, who are also pursuing such treatments and are in late -stage clinical trials.

Our Platform, page 65

15. Please expand your disclosure to explain y our glycomimetics platform in such a way to
give investors a sense of the tools and methods you employ to identify and design your
drug candidates.

GMI -1070 Clinical Results, page 68

16. Please disclose whether you have  submitted any INDs for GMI -1070.  If so, please
provide the date(s) filed and the identity of the filer if different from the company.

Ms. Rachel King
GlycoMimetics, Inc.
September 19, 2013
Page 4

Our Collaboration with Pfizer, page 72

17. We note on page 72, as well as on pages 1, 46 and 64, you state that you are eligible to
receive low double -digit roy alties from Pfizer based on worldwide net sales of GMI -
1070. Please revise your disclosure on these pages and throughout the registration
statement, as applicable, to provide more precise information about the royalty rate. For
example, you may provide a r ange of royalties (within ten percent) or a statement that the
percentage is in the teens, twenties, etc.

GMI -1070, page 74

18. We note that, in addition to your patent coverage for GMI -1070 in the U.S., you have
related patents and patent applications abro ad.  Please identify any patents that cover
material non -U.S. jurisdictions and provide the jurisdiction(s), expiration date(s) and
other relevant information comparable to your disclosures regarding your U.S. patent
portfolio.

Other Drug Candidates, page  74

19. We note that you have patents and patent applications abroad that related to your U.S.
patent portfolio.  Please identify any patents that cover material non -U.S. jurisdictions
and provide the jurisdiction(s), expiration date(s) and other relevant inf ormation
comparable to your disclosures regarding your U.S. patent portfolio.

Non-Employee Director Compensation, page 92

20. We note that you expect to adopt a director compensation plan to be effective following
the offering. Upon adopting a new director c ompensation plan, please revise your
disclosure to state the standard compensation arrangements under the plan and any
alternative arrangements for certain directors.

Potential Payments upon Termination of Employment, page 96

21. We note on page 96 that you expect to amend the employment agreements with each of
your executive officers prior to the completion of the offering. Upon amending the
employment agreements, please revise your disclosure to state the material terms of each
named executive officer’s employment agreement.

Shares Eligible for Future Sale
Lock -Up Agreements, page 111

22. Once available , please file copies of the lock -up agreements.

Ms. Rachel King
GlycoMimetics, Inc.
September 19, 2013
Page 5

 Notes to Financial Statements
Note 2:  Summary of Significant Accounting Policies
Revenue Recognition, page F -10

23. You disclose that you have been awarded reimbursement contracts and development
grant contracts.  Please tell us whether any of these contracts contain repayment, refund
or royalty provisions depending upon the outcome or th e underlying activities.  If so,
please tell us why it is appropriate to recognize revenue when you incur the costs and
reference for us the authoritative literature you rely upon to support your accounting.
Please revise your disclosure accordingly.

24. In disclosing your policy for assessing multiple -element arrangements you indicate that
two criteria must be met in order to reflect deliverables in separate units of accounting.
You appear to imply in the second criterion that an arrangement must include a general
right of return.  Under ASC 605 -25-25-5c that second criterion is conditional.  If a
general right of return exists related to the delivered item, then your delivery of the
undelivered item must be probable and substantially within your control.  Please revise
your policy here and throughout your filing to clarify.

25. In the second full paragraph on page F -11 you disclose your criteria of identifying a
milestone as being substantive.  Please tell us how each of these criteria are consistent
with th e guidance in ASC 605 -28-25-2.  In your response specifically tell us:

 How your policy considers the requirement in ASC 605 -28-25-2a that the
achievement of the milestone is a direct result of your performance or an
enhancement of value resulting from a sp ecific outcome based on your performance.
In this regard, as it applies to your Pfizer agreement, it appears that Pfizer’s
performance will result in the achievement of the various milestones.

 How your policy considers the requirement in ASC 605 -28-25-2b that the
achievement of the milestone relates solely to past performance.

 Why a reasonable amount of time must pass as indicated in your fifth criterion to
qualify as a substantive milestone.

Ms. Rachel King
GlycoMimetics, Inc.
September 19, 2013
Page 6

 Note 8:  Research and License Agreements, page F -19

26. Please provide us your analysis supporting your conclusion that your license, research
and development services and participation on the joint steering committee under the
Pfizer agreement are a single unit of accounting recognized over a 1.5 year period.
Refere nce for us the authoritative literature you rely upon to support your accounting.  In
your response, please specifically tell us:

 Why you consider your participation on the steering committee to be a component of
your research and development services.  Without providing names, tell us who
participates on this committee and your obligation to sit on it as well as the powers of
this committee and the term of its existence.

 Why a 1.5 -year performance period is appropriate given your disclosed strategy on
page 2 and elsewhere to support Pfizer’s continued development of GMI -1070.

 How Pfizer will exploit the license without the input of your expertise after the
completion of the Phase 2 clinical trial.

27. Please revise your disclosure to provide a description of  each milestone you could receive
from Pfizer and its related contingent consideration as required by ASC 605 -28-50-2b.

Exhibits Index

28. Please file the Investor Rights Agreement  as an exhibit  pursuant to Item 601 of
Regulation S -K.

If you intend to res pond to these comments with an amended draft registration statement,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divi sions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondenc e.htm).  If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or re fer to that information in our comment
letters to you.

Ms. Rachel King
GlycoMimetics, Inc.
September 19, 2013
Page 7

 You may contact Scott Wuenschell  at (202) 551 -3467  or Mark Brunhofer at (202) 551 -
3638  if you have questions regarding comments on the financial statements and related matters.
Please contact Matthew Jones  at (202) 551 -3786, Dan Greenspan at (202) 551 -3623, or me at
(202) 551 -3715  with any other questions.

Sincerely,

 /s/ Danie l Greenspan for

Jeffrey P. Riedler
Assistant Director

cc:  Brent Siler
Cooley LLP
11951 Freedom Drive
Reston, VA 20190