CORRESP Filing
CRESCENT BIOPHARMA, INC.
Date: May 12, 2025 · CIK: 0001253689 · Accession: 0001104659-25-047014
AI Filing Summary & Sentiment
File numbers found in text: 333-285035
Referenced dates: May 8, 2025
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CORRESP
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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.
Amendment No. 2 to Registration Statement
on Form S-4
Filed April 29, 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 May 8, 2025, pertaining to the Company’s above-referenced
Amendment No. 2 to Registration Statement on Form S-4 (the “Registration Statement”). In connection with
such responses, the Company is concurrently filing Amendment No. 3 to the Registration Statement (the “Third 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 Third Amended Registration Statement. Capitalized terms
used in this letter but otherwise not defined herein shall have the meanings set forth in the Third Amended Registration Statement.
Amendment No. 2 to Registration Statement
on Form S-4
Proposal No. 4 - The Redomestication
Proposal
U.S. Federal Income Tax Considerations of
the Cayman Redomestication, page 239
1. We note your response to prior comment 2, including the form of legal opinion filed as Exhibit 8.1
to the registration statement. If you intend for the exhibit to constitute a short-form opinion, please revise your registration statement
to clearly state that the disclosure in this section is the opinion of counsel and clearly articulate the opinion being rendered. Refer
to Section III.B.2 of Staff Legal Bulletin No. 19 (CF), available on our website. In addition, please file an executed copy
of the opinion prior to effectiveness. Refer to Sections III.D.2 and III.D.3 of the Staff Legal Bulletin.
Securities and Exchange Commission
May 12, 2025
Page 2
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages xi, 239, 240
and 241 of the Third Amended Registration Statement in response to the Staff’s comment. The Company further advises the Staff
that it has filed the executed tax opinion as Exhibit 8.1 of the Third Amended Registration Statement.
Crescent's Business
Our solution, CR-001
In vitro activity, page 283
2. We note from your response to prior comment 15 that the data presented in the graph on the right
side of the graphic in this section was not statistically significant. Please revise to make that clear.
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 284
of the Third Amended Registration Statement in response to the Staff’s comment.
*****
Securities and Exchange Commission
May 12, 2025
Page 3
Please contact the undersigned at 410-559-2881
or via email at arubin@sidley.com if you have any questions with respect to the foregoing.
Very truly yours,
/s/ Asher M. Rubin, Esq.
Asher M. Rubin, Esq.
Sidley Austin LLP
cc:
Brian Hahn, GlycoMimetics, Inc.
John H. Butler, Esq., Sidley Austin LLP
Kostian Ciko, Esq., Sidley Austin LLP
Ryan A. Murr, Gibson, Dunn & Crutcher LLP
Branden C. Berns, Gibson, Dunn & Crutcher LLP