Correspondence 0001104659-25-032134 from CRESCENT BIOPHARMA, INC. (CBIO)
CRESCENT BIOPHARMA, INC.
Date: April 4, 2025 · CIK: 0001253689 · Accession: 0001104659-25-032134
AI Filing Summary & Sentiment
File numbers found in text: 333-285035
Referenced dates: March 17, 2025
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CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR
HAVE BEEN OMITTED AND PROVIDED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY GLYCOMIMETICS, INC.
WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED
BY THE MARK [***].
April 4, 2025
VIA EDGAR AND OVERNIGHT
DELIVERY
CONFIDENTIAL
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attn: 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 “GlycoMimetics”)
and Crescent Biopharma, Inc. (“Crescent”), we submit this supplemental letter in response to a comment from the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by
letter dated March 17, 2025 (the “Comment Letter”) relating to GlycoMimetics’ Registration Statement on
Form S-4, originally filed with the Commission on February 18, 2025 (the “Registration Statement”). In connection
with such response, GlycoMimetics is concurrently filing Amendment No. 1 to the Registration Statement (the “First Amended
Registration Statement”).
Because of the commercially sensitive nature of
certain information contained herein, this supplemental letter is accompanied by GlycoMimetics’ request for confidential treatment
for selected portions of this supplemental letter. GlycoMimetics has filed separate correspondence with the Office of Freedom of Information
and Privacy Act Operations in connection with its confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on
Information and Requests, 17 C.F.R. §200.83. For the Staff’s reference, we have enclosed a copy of GlycoMimetics’ correspondence
to the Office of Freedom of Information and Privacy Act Operations, as well as an unredacted copy of this supplemental letter, marked
to show the portions redacted from the version filed via EDGAR and for which GlycoMimetics is requesting confidential treatment.
For the convenience of the Staff, we have recited
the comment from the Comment Letter in italicized type and have followed the comment with Crescent’s response. 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.
U.S. Securities and Exchange Commission
April 4, 2025
CONFIDENTIAL
TREATMENT REQUESTED BY GLYCOMIMETICS, INC.
34. Please address the following regarding the stock options and restricted stock units granted by Crescent:
· Revise to provide a tabular presentation or revise your table on page 173 to provide the grant
date, number of options or restricted stock units granted, exercise price, valuation of common stock used, compensation expense recognized
for all options and restricted stock units granted.
· Tell us and revise your disclosure to explain how the valuation used compares to the exchange ratio
of the merger.
· Tell us and revise your disclosure to address how the valuation process considered the common control
nature of the relationship between Crescent and Paragon at the time of the grant. Further, explain how the valuation considered eventual
conclusion of the overall plan of licensing of CR-001, CR-002, and CR-003 between related parties.
GlycoMimetics
has complied with this request and provided updated tabular disclosure on pages 337-340 in the First Amended Registration
Statement, which is filed concurrently herewith. Additionally, Crescent submits the below additional information to assist the Staff in
its review of Crescent’s position with respect to its determination of the fair value of its restricted stock and stock option awards.
Summary of Grants of Restricted Stock, Stock Options and Restricted
Stock Units
From September 19, 2024, the date Crescent
was formed (the “Inception Date”), to April 1, 2025, Crescent has issued the following restricted stock awards,
stock options and restricted stock units to its employees, consultants and members of the Crescent Board:
Grant Date
Award Type
Number of
shares of common
stock underlying
equity awards
Exercise price
per share of
common
stock
Grant Date Fair
Value per share
of common
stock(1)
September 28, 2024
Restricted Stock
1,639,344
n/a
$ 0.20
October 4, 2024
Restricted Stock
273,224
n/a
$ 0.20
October 11, 2024
Restricted Stock
136,612
n/a
$ 0.20
December 11, 2024
Stock Options
6,762,555
$ 0.89
$ 0.70
December 27, 2024
Stock Options
731,535
$ 0.89
$ 0.71
January 13, 2025
Stock Options
1,690,944
$ 0.89
$ 0.71
March 15, 2025
Stock Options
1,338,567
$ 0.89
$ 0.71
March 17, 2025
Stock Options
9,101,460
$ 0.89
$ 0.71
March 17, 2025
Restricted Stock Units
3,033,820
n/a
$ 0.89
April 1, 2025
Stock Options
4,379,492
$ 1.38
$ 1.10
(1) Calculated
in accordance with Financial Accounting Standards Board Topic 718.
2
U.S. Securities and Exchange
Commission
April 4, 2025
CONFIDENTIAL
TREATMENT REQUESTED BY GLYCOMIMETICS, INC.
Historical Determinations of Fair Value of Common Stock
As there has been no public market for the shares
of common stock underlying Crescent’s equity awards, for all periods prior to the consummation of the Merger, the fair value of
the shares of common stock underlying the equity awards was (and will be) estimated on each grant date by the Crescent Board. In light
of the absence of public market valuation data, the Crescent Board considered various objective and subjective factors to determine the
fair value of the shares of Crescent’s common stock as of each grant date, including:
· the prices at which Crescent sold its equity and convertible notes to third parties and existing investors;
· the stage of development of Crescent’s expected product candidates;
· the continued build-out of Crescent’s management team;
· external market conditions affecting, and the trends within, the pharmaceutical and biotechnology sectors;
· Crescent’s financial position, including cash on hand, and its historical and forecasted performance and operating results;
· Crescent’s negative cash flows and its need for additional financing;
· the lack of an active public market for Crescent’s common stock;
· the likelihood of achieving a liquidity event, such as a reverse merger or an M&A transaction, in light of prevailing market conditions;
and
· the market performance of similar public companies in the pharmaceutical and biotechnology sectors following their listing as a public
company.
Following the entry into the Merger Agreement,
the Crescent Board also considered, among other things, the valuation reflected in the exchange ratio of the Merger Agreement, the valuation
reflected in the sale of Crescent common stock and pre-funded warrants to third party investors in the Crescent Pre-Closing Financing,
and 409A valuations performed by an independent third-party valuation firm.
3
U.S. Securities and Exchange Commission
April 4, 2025
CONFIDENTIAL
TREATMENT REQUESTED BY GLYCOMIMETICS, INC.
The 409A valuations were prepared as of October 31,
2024 (the “October 2024 Valuation”) and March 21, 2025 (the “March 2025 Valuation”)
and were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting
and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The 409A valuations considered
the following methods for allocating enterprise value to determine the estimated fair value of its common stock:
Option
Pricing Method (“OPM”): The OPM treats common stock and preferred stock as call options on the total equity
value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s
securities changes. Under this method, the common stock has value only if the funds available for distribution to shareholders exceed
the value of the liquidation preference at the time of a liquidity event, and assumes the company has funds available to make a liquidation
preference meaningful and collectible by the shareholders. The OPM requires the input of subjective assumptions, including the expected
term of the award, the expected volatility, risk-free interest rates, and the dividend yield. The expected life of the awards granted
during the period was determined based on an expected time to the liquidation event.
Hybrid
Method. The hybrid method is a probability-weighted expected return method (“PWERM”), where the equity value
is allocated in one or more of the scenarios. The PWERM is a scenario-based methodology that estimates the fair value of each share based
upon an analysis of future values, assuming various outcomes. The value of the common stock is based on the probability-weighted value
across the scenarios, considering the OPM to estimate the value within certain scenarios given the rights of each class of stock.
Additionally, a discount for lack of marketability (“DLOM”)
of the common stock, to account for the lack of access to an active public market, is then applied to arrive at an indication of fair
value for the common stock.
Crescent’s 409A valuations utilized the Hybrid
Method and included both reverse merger and future M&A scenarios. The reverse merger scenario involved projecting the future equity
value at the time of the Merger, discounting it back to the present value, and adjusting for the DLOM. The M&A scenario involved using
an adjusted net assets method to determine the equity value and applying the OPM for allocation and adjusting for the DLOM. This Hybrid
Method was determined to be the most appropriate method because Crescent’s early stage of development, with no revenue projections
available and no historically priced round of equity financing from third party investors made income-based and other market approaches
inappropriate. The implied probability-weighted total equity value was calculated by considering the likelihood of the two potential scenarios.
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U.S. Securities and Exchange
Commission
April 4, 2025
CONFIDENTIAL
TREATMENT REQUESTED BY GLYCOMIMETICS, INC.
Pre-Merger Agreement Valuation
During
the period from September 28, 2024 to October 11, 2024, a period prior to the signing of the Merger Agreement, Crescent granted
a total of 2,049,180 shares of restricted stock. Each share was purchased for $0.20 per share, which was the same amount per share at
which Fairmount and Paragon purchased shares of preferred stock and common stock, respectively, at the Inception Date. Consistent with
the description of the valuation process above, Crescent determined this value based on the early stage of the company, the fact
that it had no operations or assets other than the capital contributed on the Inception Date and the Paragon Option Agreement with respect
to CR-001, the uncertain nature and probability of any potential financing that would enable Crescent to acquire additional operations
or assets (which financing would require the participation of a number of other third party investors beyond affiliated entities), and
that Crescent had not yet hired adequate management members in order to execute on its development plan.
With
respect to the Staff’s question of how the valuation process for the foregoing grants considered Fairmount’s common
control of Crescent and Paragon, Crescent considered the purchase price per share at the Inception Date by Fairmount and Paragon, the
status of the Paragon Option Agreement with respect to CR-001, and the possibility that Fairmount may in the future provide additional
funding or support Crescent’s acquisition of certain assets in the form of rights to intellectual property related to other programs
from Paragon, but ultimately concluded that the forward-looking factors were too premature and speculative to have resulted in any valuation
impact at Crescent. At the time of the foregoing grants, the Paragon Option Agreement for CR-001 was several months away from producing
a potential discovery candidate and the option had not been exercised by Crescent, and the intellectual property assets owned by Paragon
that ultimately became, or are expected to become, the subject of the option agreements for CR-002 and CR-003 were not yet contemplated.
Additionally, following Crescent’s formation, it was expected that Fairmount’s additional financial support would be limited
and that Crescent (even with certain of its directors of the Board appointed by Fairmount) would need to enter into fully arms-length
third party contracts with entities collectively investing substantially more money in Crescent than Fairmount in order for Crescent to
execute its corporate goals. Ultimately, Crescent’s success was determined to be primarily dependent on such third party investors
to provide the necessary financing and Crescent’s success in developing the assets it licenses from Paragon.
October 2024 Valuation
An independent third-party 409A valuation of
Crescent determined that the October 2024 Valuation as of October 31, 2024 was $0.89 per share. Crescent’s equity
was valued using the Hybrid Method. Two scenarios were considered: an M&A scenario and a reverse merger scenario. The reverse
merger scenario resulted in a future projected price per share of $1.84, consistent with the Crescent Merger Valuation (as defined
below), as reflected in the Merger Agreement and the Crescent Pre-Closing Financing. This implied value of a share of Crescent
common stock was then discounted back to the present value, resulting in a marketable value per share of $[***]. After applying a
[***]% DLOM, the final value per share was determined to be $[***]. The M&A scenario resulted in a marketable value per share of
$[***]. After applying a [***]% DLOM, the final value per share was determined to be $[***]. The difference between the reverse
merger scenario and the M&A scenario was attributable to the executed Merger Agreement included in the reverse merger scenario.
In the October 2024 Valuation, the reverse merger scenario was weighted at 60% due to the signing of the Subscription Agreement
and the Merger Agreement. The M&A scenario was weighted at 40%. The weighted average value of the common stock per share,
considering both scenarios, was determined to be $0.89.
5
U.S. Securities and Exchange
Commission
April 4, 2025
CONFIDENTIAL
TREATMENT REQUESTED BY GLYCOMIMETICS, INC.
During
the period from October 31, 2024 to March 17, 2025, Crescent granted options to purchase a total of 19,625,061 shares
of common stock at an exercise price $0.89 per share and a total of 3,033,820 restricted stock units. The Crescent Board determined on
each grant date that no internal or external developments during the period from October 31, 2024 to March 17, 2025 (or such
grant date, if earlier) warranted a change in the estimated fair value of Crescent’s common stock when determining the exercise
price of the options, because during such period there was no significant development of its product candidates given their early, pre-clinical
stage, no option had been exercised nor had any license agreement been entered into with respect to the Paragon Option Agreements, no
developments had occurred with GlycoMimetics that would further inform assumptions about the closing date of the Merger, and no comments
had been received from the SEC