Correspondence 0001104659-25-032132 from CRESCENT BIOPHARMA, INC. (CBIO)
CRESCENT BIOPHARMA, INC.
Date: April 4, 2025 · CIK: 0001253689 · Accession: 0001104659-25-032132
AI Filing Summary & Sentiment
File numbers found in text: 333-285035
Referenced dates: March 17, 2025
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CORRESP 1 filename1.htm Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 +1 212 839 5300 +1 212 839 5599 Fax AMERICA • ASIA PACIFIC • EUROPE Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Jessica Dickerson Re: GlycoMimetics, Inc. Registration Statement on Form S-4 Filed February 18, 2025 File No. 333-285035 Ladies and Gentlemen, On behalf of GlycoMimetics, Inc. (the " Company "), we are submitting this letter to the Securities and Exchange Commission (the " SEC ") via EDGAR in response to the comment letter from the staff of the SEC (the " Staff "), dated March 17, 2025, pertaining to the Company's above-referenced Registration Statement on Form S-4 (the " Registration Statement "). In connection with such responses, the Company is concurrently filing Amendment No. 1 to the Registration Statement (the " First Amended Registration Statement "). For your convenience, the Staff's comments are summarized in this letter, and each comment is followed by the applicable responses on behalf of the Company. Unless otherwise indicated, page references in the responses correspond to the page numbers in the First Amended Registration Statement. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings set forth in the First Amended Registration Statement. Registration Statement on Form S-4 Cover Page 1. As required by Item 501(b)(2) of Regulation S-K, as referenced in Item 1 of Form S- 4, please disclose the amount of securities being offered. Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on the Cover Page and page iv of the First Amended Registration Statement in response to the Staff's comment. Securities and Exchange Commission April 4, 2025 Page 2 2. You state that your shares are currently listed on Nasdaq and that it is a waivable condition to the consummation of the merger that the combined company is approved for listing on Nasdaq. Given this condition, please clarify here that you are currently not in compliance with the Nasdaq listing requirements. In addition, given that this condition is waivable, please revise your disclosure to indicate whether recirculation or re-solicitation of stockholders will occur prior to the closing if the listing application is not approved but the condition is waived. If stockholders will not have certainty regarding the listing of the combined company's shares at the time they are asked to vote, please clarify this fact here and elsewhere in the proxy statement/prospectus as appropriate. Please also provide risk factor disclosure that addresses the potential consequences of the parties waiving the condition and the closing occurring without the Nasdaq listing, including but not limited to the liquidity implications thereof. Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on the Cover Page and pages viii, ix, 15, 18, 19 and 149 of the First Amended Registration Statement in response to the Staff's comment. Questions and Answers about the Merger What is the Merger?, page iii 3. Please disclose the number of shares of common stock you expect to issue, or otherwise reserve for issuance, in connection with the merger. In your disclosure, separately state the number of shares you expect to underlie shares of the Series A Preferred Stock and pre-funded warrants to be issued upon consummation of the merger. Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on the Cover Page and page iv of the First Amended Registration Statement in response to the Staff's comment. What proposals will be voted on at the GlycoMimetics Special Meeting in connection with the Merger?, page v 4. You state that Proposal No. 2 must be approved to have an adequate number of authorized but unissued shares of common stock to complete the merger. Please disclose the number of additional authorized shares you expect to need to complete the merger and disclose the number of authorized shares that will be available for issuance after factoring in the number of shares to be issued in connection with the merger if this proposal is approved. Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on page vi of the First Amended Registration Statement in response to the Staff's comment. Securities and Exchange Commission April 4, 2025 Page 3 What proposals are to be voted on at the GlycoMimetics Special Meeting, other than the Nasdaq Issuance Proposal..., page vi 5. We note that Proposal No. 4 is a proposal to elect directors. Given the inclusion of this proposal, please tell us why you have not also included an advisory proposal in the proxy statement/prospectus for stockholders to approve executive compensation pursuant to Exchange Act Rule 14a-21(a). Alternatively, revise the proxy statement/prospectus to include such proposal. Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on the Cover Page and pages vii, 6, 109, 110, 111, and 252 of the First Amended Registration Statement in response to the Staff's comment. If my GlycoMimetics shares are held in "street name" by my broker..., page ix 6. You state that if a beneficial owner does not instruct such owner's broker, bank or other agent how to vote such owner's shares, the broker, bank or other agent may still be able to vote such shares in its discretion. Please disclose for which of the proposals brokers, banks and other agents will be able to vote shares in the absence of instructions from the respective beneficial owner. Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on pages xii and 112 of the First Amended Registration Statement in response to the Staff's comment to further explain and clarify the impact of a broker non-vote, if any, on each proposal. The Company believes that the revised disclosure includes the information required pursuant to Item 21(b) of Schedule 14A, which requires identifying the "treatment and effect under applicable state law and registrant charter and bylaw provisions of … broker non-votes" but does not require disclosure of the proposals over which brokers, banks and other agents will and will not have discretionary voting authority. Prospectus Summary The Companies Crescent, page 1 7. Revise your summary of Crescent to disclose the following: · that Crescent was founded in September 2024 and launched to research and develop antibody and ADC candidates from Paragon Therapeutics, Inc., an antibody discovery engine founded by Fairmount Funds Management LLC; · that Crescent does not yet have any product candidates but, instead, has unexercised options under the Paragon Option Agreements to license the CR-001 and CR-002 product candidates from Paragon; · identify Paragon, Fairmount and Parascent as related parties; Securities and Exchange Commission April 4, 2025 Page 4 · disclose, if true, that Crescent does not currently have any in-house development capabilities and that Paragon has launched other companies with intellectual property or assets that Paragon has developed in-house; · clarify if Crescent would be entitled to any improvements on CR-001 and CR-002 that Paragon develops, or if Paragon could grant the rights to any such improvements, or to any new and competing technologies, to other companies against which Crescent would compete, and include risk factor disclosure as appropriate; and · include a cross reference to a more fulsome discussion of Crescent's relationship, and the nature of these arrangements, with Paragon. Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on page 2 and throughout the First Amended Registration Statement in response to the Staff's comment. 8. Given that Crescent was recently formed in September 2024 and that it has not yet exercised any options under the Paragon Option Agreements, please revise your disclosure here and throughout the proxy statement/prospectus as appropriate to clarify the current state of Crescent's business. For example, if Crescent is not yet "developing" product candidates and has not yet exercised its option for CR-001, you might clarify that Crescent "intends to develop" or "is collaborating with Paragon to develop" or "to advance" product candidates and that it "expects" CR-001 to be its initial product candidate, subject to Crescent's exercise of the option and entry into the respective license agreement. Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on pages iii, 1, 2, 58-59, 65, 70, 272-274, 281, 283, 322, 332, 351 and F-46 of the First Amended Registration Statement in response to the Staff's comment. 9. We note your statement that Crescent believes the emerging data from the clinical development of ivonescimab allows for the acceleration of the development of CR-001. Please provide a more detailed explanation of why you believe the development of ivonescimab will allow you to accelerate the development of CR-001, a new molecular entity. We further note your statement that Crescent plans to "systematically" seek regulatory approvals for CR-001 to treat multiple solid tumor indications. Please clarify what you mean by "systematically" seeking regulatory approvals, and balance these statements with the fact that Crescent has not yet begun clinical development of CR-001, that there is no guarantee Crescent will be able to accelerate development of CR-001 and that it will be several years before Crescent will be able to commercialize CR-001 if it is able to successfully complete clinical trials and obtain the requisite regulatory approvals. Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on page 1, 67, 272, 273, 277, 290, and 322 of the First Amended Registration Statement in response to the Staff's comment. Securities and Exchange Commission April 4, 2025 Page 5 10. To the extent known, please disclose if and when Crescent expects to exercise its options for CR-001 and CR-002. In addition, briefly describe the influence, if any, that Fairmount and Paragon may have over any decision to exercise the options and in negotiating the terms of the respective licensing agreements. In this regard, in addition to the relationship between Crescent, Paragon, Fairmount and Parascent, we note your Chief Executive Officer's affiliation with Fairmount and the rights of preferred stockholders to elect directors. Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on pages iii, 1, 2, 58, 59, 272, 273, 281, 283, 322, 332, 351 and F-46 of the First Amended Registration Statement in response to the Staff's comment. The Company respectfully advises the Staff that, effective as of March 17, 2025, Crescent replaced its Chief Executive Officer with an individual not affiliated with Fairmount. Risk Factors, page 16 11. We note from Section 11.1 of the Merger Agreement that the representations and warranties of the parties contained in the Merger Agreement do not survive the closing and that there are no indemnification rights. Please include appropriate risk factor disclosure. Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on pages 24 and 25 of the First Amended Registration Statement in response to the Staff's comment. The Special Meeting in Lieu of Annual Meeting of GlycoMimetics Stockholders Solicitation of Proxies, page 98 12. We note that you have retained Innisfree M&A Incorporated as your proxy solicitor. Please disclose the material features of any contract or arrangement for such solicitation and the cost or anticipated cost thereof. Refer to Item 4(a)(3) of Schedule 14A. Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on page 113 of the First Amended Registration Statement in response to the Staff's comment. Anticipated Accounting Treatment, page 130 13. You disclose that you expect to account for the merger as a reverse recapitalization. Revise this section as well as your disclosures on pages 13 and 290 to address the following: · Disclose the extent to which you have determined that, immediately before the merger, GlycoMimetics will have no or nominal operations. Securities and Exchange Commission April 4, 2025 Page 6 · Disclose the extent to which you have determined that, immediately before the merger, GlycoMimetics will have no or nominal assets, assets consisting solely of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal other assets. Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on pages 15, 149 and 361 of the First Amended Registration Statement in response to the Staff's comment. Agreements Related to the Merger Lock-Up Agreements, page 151 14. You state that the Crescent stockholders who have executed lock-up agreements as of February 7, 2025 owned, in the aggregate, approximately 98.5% of the shares of Crescent's outstanding capital stock. Please also disclose the percentage of shares you expect to be subject to the lock-up agreements on a fully diluted basis immediately following consummation of the merger. Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on page 171 of the First Amended Registration Statement in response to the Staff's comment. Subscription Agreement, page 151 15. To the extent not already described in this section, please revise your disclosure to briefly describe the material terms of the pre-funded warrants to be issued in connection with the merger transactions, including, for example, the exercise price and duration of the warrants. Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on pages 171 and 172 of the First Amended Registration Statement in response to the Staff's comment. Consulting Agreements and Offer Letters, page 172 16. Please disclose the term of Crescent's consulting agreement and offer letter with Dr. Violin and Mr. Doughty, respectively. In addition, given Dr. Violin's affiliation with Fairmount and the fact that Dr. Violin does not appear to be an employee of Crescent, please briefly describe any potential conflicts of interest or other risks that may arise in connection with Dr. Violin's consulting arrangement with Crescent, and to the extent material, include appropriate risk factor disclosure regarding the same. Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on pages 193, 195 and 196 of the First Amended Registration Statement in response to the Staff's comment. The Company respectfully advises the Staff that, effective as of March 17, 2025, Crescent replaced Dr. Violin as its Chief Executive Officer with an individual not affiliated with Fairmount, and Dr. Violin's consulting agreement terminated effective March 31, 2025. Securities and Exchange Commission April 4, 2025 Page 7 Matters Being S