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CRESCENT BIOPHARMA, INC.

300 Fifth Avenue

Waltham, MA 02451

January 13, 2026

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attention:      Jessica Dickerson

Re:    CRESCENT BIOPHARMA, INC.

Registration Statement on Form S-1 (Registration No. 333-292600)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (Registration No. 333-292600) (as amended, the “Registration Statement”) of Crescent Biopharma, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:30 p.m., Eastern Time, on January 15, 2026, or at such later time as the Company or its counsel may orally request via telephone call to the staff. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Wesley C. Holmes at (617) 948-6027.

If you have any questions regarding the foregoing, please do not hesitate to contact Peter N. Handrinos at (617) 948-6060 or Wesley C. Holmes at (617) 948-6027, of Latham & Watkins LLP. Thank you in advance for your consideration.

Very truly yours,

CRESCENT BIOPHARMA, INC.

By: /s/ Barbara H. Bispham

Name: Barbara H. Bispham

Title: General Counsel

cc: Peter N. Handrinos, Latham & Watkins LLP

 Wesley C. Holmes, Latham & Watkins LLP

January 12, 2026
Joshua Brumm
Chief Executive Officer
Crescent Biopharma, Inc.
300 Fifth Avenue
Waltham, MA 02451
Re:Crescent Biopharma, Inc.
Registration Statement on Form S-1
Filed January 7, 2026
File No. 333-292600
Dear Joshua Brumm:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Wesley C. Holmes, Esq.

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GlycoMimetics, Inc.

P.O. Box 65

Monrovia, Maryland 21770

(240) 243-1201

May 13, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Jessica Dickerson

    Re:
    GlycoMimetics, Inc.

Registration Statement on Form S-4, as amended

Filed on February 18, 2025, as amended on April
4, 2025, April 29, 2025 and May 12, 2025

File No. 333-285035 (as amended, the “Registration
Statement”)

Request for Acceleration

Dear Ms. Dickerson,

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended, GlycoMimetics, Inc. (the “Company”) hereby respectfully requests acceleration
of the effective date of the Registration Statement, so that it may become effective at 4:01 p.m., Eastern Time, on May 14, 2025, or as
soon thereafter as practicable. The Company hereby authorizes each of Asher M. Rubin, John H. Butler, and Kostian Ciko of Sidley
Austin LLP, counsel to the Company, to make such request on its behalf.

Once
the Registration Statement is effective, please orally confirm the event with the Company’s counsel, Sidley Austin LLP by
calling Kostian Ciko at (212) 839-5450. The Company also respectfully requests that a copy of the written order from the Commission verifying
the effective time and date of the Registration Statement be sent to kciko@sidley.com.

Should any member of the staff
of the Commission have any questions or comments with respect to this request, please contact our counsel, Sidley Austin LLP, by calling
Kostian Ciko at (212) 839-5450.

    Very truly yours,

    GLYCOMIMETICS, INC.

    By:
    /s/ Brian Hahn

    Brian Hahn

    Principal Executive and Financial Officer

    cc:

    Asher M. Rubin, Esq., Sidley Austin LLP

    John H. Butler, Esq., Sidley Austin LLP

    Kostian Ciko, Esq., Sidley Austin LLP

    Ryan A. Murr, Esq., Gibson, Dunn & Crutcher LLP

    Branden C. Berns, Esq., Gibson, Dunn & Crutcher LLP

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 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 8, 2025

Brian Hahn
Principal Executive and Financial Officer
GlycoMimetics, Inc.
P.O. Box 65
Monrovia, MD 21770

 Re: GlycoMimetics, Inc.
 Amendment No. 2 to Registration Statement on Form S-4
 Filed April 28, 2025
 File No. 333-285035
Dear Brian Hahn:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our April 22,
2025 letter.

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.
 May 8, 2025
Page 2
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.

 Please contact Jenn Do at 202-551-3743 or Kevin Vaughn at 202-551-3494
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Dickerson at 202-551-8013 or Tim Buchmiller at 202-551-3635
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Kostian Ciko, Esq.
</TEXT>
</DOCUMENT>

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    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. 1 to Registration Statement on Form S-4

    Filed April 4, 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 April 22, 2025, pertaining to the Company’s above-referenced
Amendment No. 1 to Registration Statement on Form S-4 (the “Registration Statement”). In connection with
such responses, the Company is concurrently filing Amendment No. 2 to the Registration Statement (the “Second 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 Second Amended Registration Statement. Capitalized terms
used in this letter but otherwise not defined herein shall have the meanings set forth in the Second Amended Registration Statement.

Registration Statement on Form S-4

Cover Page

 1. We note your revisions in response to prior comment 1. Please tell us how your disclosure in the
third paragraph on the second page of your cover page regarding the number of securities you are offering ties to the fee table
(where it appears you are registering the offering of fewer shares of common stock than disclosed) or revise your disclosure or fee table
as appropriate.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on the Cover
Page, page iv, and in the fee table of the Second Amended Registration Statement in response to the Staff’s comment and to reflect expectations
as of April 15, 2025 regarding the number of securities to be offered.

Securities and Exchange Commission

April 28, 2025

Page 2

Questions and Answers about the Merger

What are the U.S. federal income tax considerations
of the Cayman..., page xi

 2. We note your statement that you intend that the Cayman Redomestication qualify as a “reorganization”
within the meaning of Section 368(a) of the Code and that, assuming it so qualifies, a U.S. Holder of Combined Company stock
will not recognize gain or loss upon the Cayman Redomestication. Please file an appropriate tax opinion regarding this intended tax
treatment as an exhibit to the registration statement. Refer to Item 601(b)(8) of Regulation S-K and Section III of Staff Legal
Bulletin No. 19 (CF), available on our website.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has filed a form of tax opinion of Gibson,
Dunn & Crutcher LLP, counsel to Crescent, regarding the tax treatment of Cayman Redomestication as Exhibit 8.1 to the Second Amended
Registration Statement in response to the Staff’s comment.

Prospectus Summary

The Companies

Crescent, page 1

 3. We note your disclosure that Crescent intends to submit an Investigational New Drug application
to the FDA for CR-001 in the fourth quarter of 2025. We also note from the disclosure on page 280 that it appears that Crescent intends
the Phase 1 trial to be open to “solid tumor all-comers.” Please specify here, and in other locations where appropriate, what
indication(s) Crescent anticipates its IND will specify. In this regard, we note your disclosure that ivonescimab demonstrated
significantly improved progression-free survival compared to pembrolizumab in the HARMONi-2 trial where the indication was for the treatment
of naïve advanced and metastatic NSCLC. If Crescent’s anticipated Phase 1 trial will study a broader indication than the HARMONi-2
trial, please clarify in an appropriate location any risks from pursuing a broader indication.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 2 and 285
of the Second Amended Registration Statement in response to the Staff’s comment. The Company further respectfully advises the Staff that Crescent continues to evaluate specific indications to designate in its IND for
CR-001. Crescent expects to identify specific indications for inclusion in the IND closer in time to the submission date of the IND, but
after the effectiveness of the Registration Statement.

Securities and Exchange Commission

April 28, 2025

Page 3

 4. Please continue revising your disclosure in response to prior comment 8 to further clarify the current
state of Crescent's business. Specifically, please clarify what you mean on pages 2, 273 and 322 when you state that Crescent is
 “advancing” its expected second and third programs, CR-002 AND CR-003. In this regard, we note your disclosure that Crescent
has not exercised the option for CR-002 and has not entered into an option agreement for CR-003.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 2, 278 and 329
of the Second Amended Registration Statement in response to the Staff’s comment.

 5. We note your response to prior comment 9. If true, please further revise your disclosure to clarify
that Crescent’s intent to seek regulatory approvals for CR-001 to treat multiple solid tumor indications is subject to successful
completion of clinical trials, which have not yet commenced, and that it will be several years before Crescent will be able to commercialize
CR-001, assuming 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 pages 1, 277, 278, 282 and 329
of the Second Amended Registration Statement in response to the Staff’s comment.

 6. We note your response to prior comment 10, and we reissue the comment in part. Briefly describe
the influence, if any, that Fairmount and Paragon may have over any decision by Crescent 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 the affiliation of two of your directors with Fairmount and the rights of preferred stockholders to elect directors
with superior voting rights.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 2, 106 and 354
of the Second Amended Registration Statement in response to the Staff’s comment.

Risk Factors

Risks Related to the Combined Company, page 95

 7. To the extent appropriate, please revise your risk factors in this section to distinguish between
risks related to the Combined Company before and after the Cayman Redomestication. For example only, we note some of these risk factors
address provisions of Delaware law and the Combined Company’s certificate of incorporation and bylaws under Delaware law without
acknowledging that such law and documents will no longer govern the Combined Company following the Cayman Redomestication.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 15, 96-97 and 103-105
of the Second Amended Registration Statement in response to the Staff’s comment.

Securities and Exchange Commission

April 28, 2025

Page 4

The Merger

Crescent Restricted Stock Units, page 144

 8. We note your disclosure that each restricted stock unit representing the right to receive shares
of Crescent common stock will be converted into restricted stock units representing the right to receive shares of GlycoMimetics common
stock. Please revise your disclosures on the prospectus cover page, in the “Explanatory Note” and elsewhere (e.g., on pages iii,
iv and vi) as appropriate to reflect this exchange or otherwise advise.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure throughout
the Second Amended Registration Statement, including on the Cover Page, in the Explanatory Note, and pages iii, iv, vi and viii, in response to the Staff’s comment and to reflect expectations as of
April 15, 2025 regarding the number of securities to be offered and the amendment of the merger agreement to convert Crescent
restricted stock units into GlycoMimetics restricted stock units.

GlycoMimetics Directors, Officers and Corporate
Governance, page 174

 9. Please clarify in this section that Brian Hahn ceased employment with you in February 2025
and now serves as your Principal Executive and Financial Officer in his capacity as a consultant. In this regard, we note your disclosure
on page 184 regarding these arrangements.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 180
of the Second Amended Registration Statement in response to the Staff’s comment.

GlycoMimetics Executive Compensation

Executive Officer Separation and Consulting
Agreements, page 184

 10. We note your disclosure regarding separation and consulting agreements you entered into with each
of Harout Semerjian and Brian Hahn. Please file these agreements as exhibits to the registration statement. Refer to Item 601(b)(10)(iii)(A) of
Regulation S-K.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has filed the requested agreements as Exhibits 10.30-10.33
to the Second Amended Registration Statement in response to the Staff’s comment.

Crescent Executive Compensation, page 192

 11. Please identify Jonathan Violin as one of Crescent's named executive officers for the 2024 fiscal
year and revise your officer and director compensation disclosures accordingly. Refer to Item 402(m)(2)(i) of Regulation S-K, which
specifies that all individuals serving as the principal executive officer during the last completed year are named executive officers.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages
197-200 of the Second Amended Registration Statement in response to the Staff’s comment.

Securities and Exchange Commission

April 28, 2025

Page 5

Crescent's Business, page 272

 12. Please continue revising your disclosure in this section in response to prior comment 21 to remove
statements that may imply that a product candidate is safe or effective as such determinations are solely within the authority of the
FDA and corresponding regulatory authorities. For example only, we note your statement on page 277 that “[t]he design of ivonescimab
drives its effectiveness” as well as your reference to “increased effectiveness” on the same page.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 282, 283 and 286
of the Second Amended Registration Statement in response to the Staff’s comment.

 13. Refer to the WuXi Biologics MSA and Charles River MSA agreements described on pages 285-287. For
each of these agreements, please revise to disclose the amounts and dates of any consideration or fees exchanged related to
these agreements, and disclose the extent to which any work orders have commenced pursuant to these agreements.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 292 and 293
of the Second Amended Registration Statement in response to the Staff’s comment.

The design of CR-001, page 278

 14. We note your revised disclosure in response to prior comment 26 that, pursuant to the Paragon Option
Agreements, Crescent holds options to acquire the intellectual property rights to the composition of matter claims filed by Paragon for
the CR-001 sequence. If true, please revise your disclosure to clarify that Crescent has exercised its option for these intellectual property
rights and expects to enter into a license agreement with Paragon for the same prior to effectiveness of the registration statement. Alternatively,
clarify whether such intellectual property is subject to options other than the option already exercised by Crescent.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page
283 of the Second Amended Registration Statement in response to the Staff’s comment.

In vitro activity, page 278

 15. We note your response to prior comment 27. Please further revise your disclosure to provide the
p-value for the data presented in the second graph in this section or otherwise advise.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page
284 of the Second Amended Registration Statement in response to the Staff’s comment to clarify that the p-value relates solely to the data presented in the graph on the left in this section, and that the increase in binding
reflected in the graph on the right in this section was not statistically significant.

Securities and Exchange Commission

April 28, 2025

Page 6

Clinical potential for CR-001, page 279

 16. We note your response to prior comment 28. Specifically, we note that you now refer to the potential
for CR-001 to receive “first-in-class” approval in select indications. Given Crescent’s early stage of development and
the length of the drug development process, such characterization appears to be premature. Accordingly, please remove the statement or
otherwise advise.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 285
of the Second Amended Registration Statement in response to the Staff’s comment.

Planned clinical development of CR-001,
page 279

 17. We note your response to prior comment 29. Please further revise your disclosure to disclose
                                                                                                                                   the “other jurisdictions” where Crescent intends to conduct its proposed Phase 1 clinical trial for CR-001.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 285
of the Second Amended Registration Statement in response to the Staff’s comment.

Management Following the Merger, page 342

 18. Although we note your revisions in response to prior comment 35, given that each Preferred Director
shall be entitled to three votes on each matter presented to the board of directors, please disclose whether those provisions will effectively
give the Preferred Directors control over decisions to be made by the board following the merger and include risk factor disclosure as
appropriate. In this regard, we note that it appears from your current disclosure that each of the four non-Preferred Directors will have
one vote and that each of the two Preferred Directors will have three votes, such that of the total of 10 votes, the Preferred Directors
would have 6 votes and may have effective control over decisions to be made by the board following the merger.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 2, 106 and 354
of the Second Amended Registration S

April 22, 2025
Brian Hahn
Principal Executive and Financial Officer
GlycoMimetics, Inc.
P.O. Box 65
Monrovia, MD 21770
Re:GlycoMimetics, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed April 4, 2025
File No. 333-285035
Dear Brian Hahn:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our March 17, 2025 letter.
Amendment No. 1 to Registration Statement on Form S-4
Cover Page
1.We note your revisions in response to prior comment 1. Please tell us how your
disclosure in the third paragraph on the second page of your cover page regarding the
number of securities you are offering ties to the fee table (where it appears you are
registering the offering of fewer shares of common stock than disclosed) or revise
your disclosure or fee table as appropriate.
Questions and Answers about the Merger
What are the U.S. federal income tax considerations of the Cayman..., page xi
We note your statement that you intend that the Cayman Redomestication qualify as a
"reorganization" within the meaning of Section 368(a) of the Code and that, assuming 2.

April 22, 2025
Page 2
it so qualifies, a U.S. Holder of Combined Company stock will not recognize gain or
loss upon the Cayman Redomestication. Please file an appropriate tax opinion
regarding this intended tax treatment as an exhibit to the registration statement. Refer
to Item 601(b)(8) of Regulation S-K and Section III of Staff Legal Bulletin No. 19
(CF), available on our website.
Prospectus Summary
The Companies
Crescent, page 1
3.We note your disclosure that Crescent intends to submit an Investigational New Drug
application to the FDA for CR-001 in the fourth quarter of 2025. We also note from
the disclosure on page 280 that it appears that Crescent intends the Phase 1 trial to be
open to "solid tumor all-comers." Please specify here, and in other locations where
appropriate, what indication(s) Crescent anticipates its IND will specify. In this
regard, we note your disclosure that ivonescimab demonstrated significantly improved
progression-free survival compared to pembrolizumab in the HARMONi-2 trial where
the indication was for the treatment of naïve advanced and metastatic NSCLC. If
Crescent's anticipated Phase 1 trial will study a broader indication than the
HARMONi-2 trial, please clarify in an appropriate location any risks from pursuing a
broader indication.
4.Please continue revising your disclosure in response to prior comment 8 to further
clarify the current state of Crescent's business. Specifically, please clarify what you
mean on pages 2, 273 and 322 when you state that Crescent is "advancing" its
expected second and third programs, CR-002 AND CR-003. In this regard, we note
your disclosure that Crescent has not exercised the option for CR-002 and has not
entered into an option agreement for CR-003.
5.We note your response to prior comment 9. If true, please further revise your
disclosure to clarify that Crescent's intent to seek regulatory approvals for CR-001 to
treat multiple solid tumor indications is subject to successful completion of clinical
trials, which have not yet commenced, and that it will be several years before Crescent
will be able to commercialize CR-001, assuming it is able to successfully complete
clinical trials and obtain the requisite regulatory approvals.
6.We note your response to prior comment 10, and we reissue the comment in part.
Briefly describe the influence, if any, that Fairmount and Paragon may have over any
decision by Crescent 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 the affiliation of two of your
directors with Fairmount and the rights of preferred stockholders to elect directors
with superior voting rights.
Risk Factors
Risks Related to the Combined Company, page 95
To the extent appropriate, please revise your risk factors in this section to distinguish
between risks related to the Combined Company before and after the Cayman
Redomestication. For example only, we note some of these risk factors address 7.

April 22, 2025
Page 3
provisions of Delaware law and the Combined Company's certificate of incorporation
and bylaws under Delaware law without acknowledging that such law and documents
will no longer govern the Combined Company following the Cayman
Redomestication.
The Merger
Crescent Restricted Stock Units, page 144
8.We note your disclosure that each restricted stock unit representing the right to
receive shares of Crescent common stock will be converted into restricted stock units
representing the right to receive shares of GlycoMimetics common stock. Please
revise your disclosures on the prospectus cover page, in the "Explanatory Note" and
elsewhere (e.g., on pages iii, iv and vi) as appropriate to reflect this exchange or
otherwise advise.
GlycoMimetics Directors, Officers and Corporate Governance, page 174
9.Please clarify in this section that Brian Hahn ceased employment with you in
February 2025 and now serves as your Principal Executive and Financial Officer in
his capacity as a consultant. In this regard, we note your disclosure on page 184
regarding these arrangements.
GlycoMimetics Executive Compensation
Executive Officer Separation and Consulting Agreements, page 184
10.We note your disclosure regarding separation and consulting agreements you entered
into with each of Harout Semerjian and Brian Hahn. Please file these agreements as
exhibits to the registration statement. Refer to Item 601(b)(10)(iii)(A) of Regulation
S-K.
Crescent Executive Compensation, page 192
11.Please identify Jonathan Violin as one of Crescent's named executive officers for the
2024 fiscal year and revise your officer and director compensation disclosures
accordingly. Refer to Item 402(m)(2)(i) of Regulation S-K, which specifies that all
individuals serving as the principal executive officer during the last completed year
are named executive officers.
Crescent's Business, page 272
12.Please continue revising your disclosure in this section in response to prior comment
21 to remove statements that may imply that a product candidate is safe or effective as
such determinations are solely within the authority of the FDA and corresponding
regulatory authorities. For example only, we note your statement on page 277 that
"[t]he design of ivonescimab drives its effectiveness" as well as your reference to
"increased effectiveness" on the same page.
13.Refer to the WuXi Biologics MSA and Charles River MSA agreements described on
pages 285-287. For each of these agreements, please revise to disclose the amounts
and dates of any consideration or fees exchanged related to these agreements, and
disclose the extent to which any work orders have commenced pursuant to these
agreements.

April 22, 2025
Page 4
The design of CR-001, page 278
14.We note your revised disclosure in response to prior comment 26 that, pursuant to the
Paragon Option Agreements, Crescent holds options to acquire the intellectual
property rights to the composition of matter claims filed by Paragon for the CR-001
sequence. If true, please revise your disclosure to clarify that Crescent has exercised
its option for these intellectual property rights and expects to enter into a license
agreement with Paragon for the same prior to effectiveness of the registration
statement. Alternatively, clarify whether such intellectual property is subject to
options other than the option already exercised by Crescent.
In vitro activity, page 278
15.We note your response to prior comment 27. Please further revise your disclosure to
provide the p-value for the data presented in the second graph in this section or
otherwise advise.
Clinical potential for CR-001, page 279
16.We note your response to prior comment 28. Specifically, we note that you now refer
to the potential for CR-001 to receive "first-in-class" approval in select indications.
Given Crescent's early stage of development and the length of the drug development
process, such characterization appears to be premature. Accordingly, please remove
the statement or otherwise advise.
Planned clinical development of CR-001, page 279
17.We note your response to prior comment 29. Please further revise your disclosure to
disclose the "other jurisdictions" where Crescent intends to conduct its proposed
Phase 1 clinical trial for CR-001.
Management Following the Merger, page 342
18.Although we note your revisions in response to prior comment 35, given that each
Preferred Director shall be entitled to three votes on each matter presented to the
board of directors, please disclose whether those provisions will effectively give the
Preferred Directors control over decisions to be made by the board following the
merger and include risk factor disclosure as appropriate. In this regard, we note that it
appears from your current disclosure that each of the four non-Preferred Directors will
have one vote and that each of the two Preferred Directors will have three votes, such
that of the total of 10 votes, the Preferred Directors would have 6 votes and may have
effective control over decisions to be made by the board following the merger.
Executive Officers and Directors
Director Independence, page 346
We note your disclosure that you expect that the Combined Company's board of
directors will determine that Peter Harwin is an independent director under Nasdaq
listing rules. We further note your disclosure on page 344 that Peter Harwin co-
founded and is a Managing Member at Fairmount. With a view toward disclosure,
please tell us whether, and if so, how, you expect this relationship to impact the 19.

April 22, 2025
Page 5
independence determination with respect to Peter Harwin, particularly considering
Nasdaq Listing Rule 5605(a)(2)(D). In this regard, we note the related party
disclosures regarding both Fairmount and Paragon. If Mr. Harwin would not be
considered an independent director, given that each Preferred Director, including Mr.
Harwin, will be entitled to three votes on each matter presented to the board of
directors, please tell us whether the Combined Company would have a majority
independent board.
General
20.It appears that you intend to change the jurisdiction of incorporation of the Combined
Company from Delaware to the Cayman Islands after effectiveness. Please tell us
whether the Cayman Islands entity intends to file a post-effective amendment to the
Form S-4 expressly adopting it as its own registration statement for all purposes under
the Securities Act and the Securities Exchange Act. Refer to Securities Act Rule 414.
            Please contact Jenn Do at 202-551-3743 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jessica Dickerson at 202-551-8013 or Tim Buchmiller at 202-551-3635 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Kostian Ciko, Esq.

CORRESP
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 Sidley
 Austin LLP
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 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

CORRESP
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filename1.htm

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.

    4

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

March 17, 2025
Harout Semerjian
President and Chief Executive Officer
GlycoMimetics, Inc.
P.O. Box 65
Monrovia, MD 21770
Re:GlycoMimetics, Inc.
Registration Statement on Form S-4
Filed February 18, 2025
File No. 333-285035
Dear Harout Semerjian:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
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.
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 2.

March 17, 2025
Page 2
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.
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.
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.
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.
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.
Prospectus Summary
The Companies
Crescent, page 1
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 •7.

March 17, 2025
Page 3
and CR-002 product candidates from Paragon;
•identify Paragon, Fairmount and Parascent as related parties;
•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.
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.
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.
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.
Risk Factors, page 16
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 11.

March 17, 2025
Page 4
closing and that there are no indemnification rights. Please include appropriate risk
factor disclosure.
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.
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.
•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.
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.
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.
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.

March 17, 2025
Page 5
Matters Being Submitted to a Vote of GlycoMimetics Stockholders
Proposal No. 2 - The Authorized Share Increase Proposal
Background and Reasons for the GlycoMimetics Share Increase Amendment, page 177
17.In the fourth paragraph, you disclose the number of shares outstanding and reserved
for issuance as of the Record Date, as well as the number of shares that will remain
available for issuance upon effectiveness of the Share Increase Amendment. Please
also provide corresponding disclosures regarding the number of shares expected to be
outstanding, reserved for issuance and available for issuance following consummation
of the merger.
Possible Effects of the GlycoMimetics Share Increase Amendment, page 178
18.Please revise your disclosure in this section to also address any potential anti-takeover
effects the Share Increase Amendment may have if effected.
Proposal No. 3 - The Reverse Stock Split Proposal
Requirements for Listing on Nasdaq, page 181
19.Please revise your disclosure in this section to clarify that you are currently not in
compliance with Nasdaq's minimum bid price requirement and to disclose the
deadline by which you are required to regain compliance to maintain the listing of
your common stock on Nasdaq. In addition, clarify here that the condition to closing
of the merger that the shares of common stock to be issued in the merger be approved
for listing on Nasdaq is a waivable condition.
Proposal No. 5 - The Auditor Ratification Proposal, page 188
20.Please include the disclosures required by Item 9(e) of Schedule 14A.
Crescent's Business, page 216
21.We note your discussions regarding third-party product candidates, including
ivonescimab, as well as certain statements regarding the safety and efficacy of
ivonescimab (e.g., that ivonescimab "demonstrate[d] improved clinical efficacy
compared to pembrolizumab (Keytruda) in a head-to-head Phase 3 clinical trial"). We
further note that Crescent intends to design a Phase 1 clinical trial of CR-001 based on
the clinical profile of ivonescimab. Please revise your disclosures to address the
following:
•Clarify that the clinical trials described were third-party trials and, to the extent
known, briefly describe the clinical trial protocols, including the number of
participants, primary and secondary endpoints and the objective results from the
clinical trials.
•Remove statements that may imply that a product candidate is safe or effective as
such determinations are solely within the authority of the FDA and corresponding
regulatory authorities.
•Clearly state that neither Crescent nor Paragon has conducted any clinical trials
with CR-001 and that there is no guarantee that clinical trials with CR-001 will
have similar results as compared to clinical trials with other products and product
candidates.

March 17, 2025
Page 6
22.We note your disclosure that "[b]inding of VEGF, an angiogenic growth factor that
stimulates the growth of blood vessels and is overexpressed in many tumors, to CR-
001 leads to the formation of molecular complexes through polymerization of CR-
001" ... and that "[t]his increases its binding to PD-1 on immune cells and is designed
to lead to more potent antitumor activity." Please clarify if this statement is based on
the disclosure from page 221 that is related to the in vitro studies of ivonescimab that
you indicate were reported by Akeso Biopharma and Summit Therapeutics. If so,
please caution investors that pre-clinical or other studies of CR-001 may not show
similar results.
Crescent's Pipeline, page 217
23.Please revise the pipeline table to include a column for each of Phase 1, Phase 2 and
Phase 3 clinical trials.
24.We note the inclusion of CR-002 and CR-003 in Crescent's pipeline table. Given the
early stage of development and limited disclosure related to these programs, please
explain why they are sufficiently material to Crescent's business to warrant inclusion
in the pipeline table. If they are material, please expand your disclosure to provide a
more fulsome discussion of these programs, including a description of development
activities conducted. Alternatively, remove any programs that are not currently
material from the pipeline table.
The breakthrough potential of ivonescimab, an anti-PD-1/anti-VEGF bispecific molecule,
page 219
25.We note your disclosure that "[i]n a Phase 3 clinical trial in NSCLC, ivonescimab
demonstrated a statistically significant and clinically meaningful improvement in PFS
compared to pembrolizumab." Please clarify if this refers to the HARMONi-2 trial
described in the next paragraph, and disclose where such study was conducted and
where regulatory approval is being sought for ivonescimab as a result of such trial.
The design of CR-001, page 222
26.In the first paragraph, you state that Crescent has filed composition of matter claims
for the CR-001 sequence based in part on Crescent's proprietary scFv engineering.
Please reconcile this statement with your disclosure on page 228 that, prior to entry
into a License Agreement, Paragon is responsible for the prosecution, defense,
maintenance and enforcement of patents related to a Research Program.
In vitro activity, page 222
27.Please provide the p-values for the results shown in the tables in this section.
Clinical potential for CR-001, page 223
28.You refer to the potential to establish CR-001 as a "first-in-class" therapy. Given that
ivonescimab is in Phase 3 clinicals trials, your early stage of development and the
length of the drug development process, such characterization appears to be
inapplicable or premature. Accordingly, please remove the statement or otherwise
advise.

March 17, 2025
Page 7
Planned clinical development of CR-001, page 223
29.Please disclose the regulatory jurisdictions where Crescent intends to conduct its
proposed Phase 1 clinical trial for CR-001.
Paragon Option Agreements, page 227
30.We note your discl

CORRESP
1
filename1.htm

April 20, 2022

VIA EDGAR

Alan Campbell

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

  Re:
  GlycoMimetics, Inc.

  Registration Statement on Form S-3; File No. 333-263297

  Acceleration Request

  Requested Date: Friday, April 22, 2022

  Requested Time: 4:00 p.m. Eastern Time

Dear Mr. Campbell:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities
and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration
Statement on Form S-3 (File No. 333-263297) (the “Registration Statement”) to become effective on
Friday, April 22, 2022, at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant
may orally request via telephone call to the staff (the “Staff”).

Once the Registration Statement has been declared
effective, please orally confirm that event with Katie Kazem of Cooley LLP, counsel to the Registrant, at (703) 456-8043, or in her absence,
Brian Leaf at (703) 456-8053.

  Very truly yours,

  GLYCOMIMETICS, INC.

  By:
  /s/ Brian M. Hahn

  Brian M. Hahn

  Chief Financial Officer

United States securities and exchange commission logo
March 10, 2022
Harout Semerjian
Chief Executive Officer
GlycoMimetics, Inc.
9708 Medical Center Drive
Rockville, Maryland 20850
Re:GlycoMimetics, Inc.
Registration Statement on Form S-3
Filed March 4, 2022
File No. 333-263297
Dear Mr. Semerjian:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brian Leaf

CORRESP
1
filename1.htm

May 23, 2019

VIA EDGAR

Ms. Christine Westbrook

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:                             GlycoMimetics, Inc. (the “Registrant”)

Registration Statement on Form S-3, File No. 333-231577

Acceleration Request

Requested Date:  Tuesday, May 28, 2019

Requested Time:  4:00 p.m. Eastern Time

Dear Ms. Westbrook:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-231577) (the “Registration Statement”) to become effective on Tuesday, May 28, 2019, at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff (the “Staff”).

Once the Registration Statement has been declared effective, please orally confirm that event with Katie Kazem of Cooley LLP, counsel to the Registrant, at (703) 456-8043, or in her absence, Brian Leaf at (703) 456-8053.

Very truly yours,

GLYCOMIMETICS, INC.

By:

/s/ Brian M. Hahn

Brian M. Hahn

Chief Financial Officer

May 23, 2019
Rachel K. King
Chief Executive Officer
Glycomimetics, Inc.
9708 Medical Center Drive
Rockville, MD 20850
Re:Glycomimetics Inc.
Registration Statement on Form S-3
Filed May 17, 2019
File No. 333-231577
Dear Ms. King:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Brian F. Leaf, Esq.

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MW\=U2DF'>-PPN5[@.#%H2L\OK2SN-7EM<GN.;VV562>D"Z6)_+XWCIF\4^'1
M,

CORRESP
1
filename1.htm

October 5, 2017

VIA EDGAR

Mr. Christopher Edwards

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:                           GlycoMimetics, Inc. (the “Registrant”)
 Registration Statement on Form S-3, File No. 333-220697

Acceleration Request

Requested Date:  Friday, October 6, 2017

Requested Time:  4:00 p.m. Eastern Time

Dear Mr. Edwards:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-220697) (the “Registration Statement”) to become effective on Friday, October 6, 2017, at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff (the “Staff”).

Once the Registration Statement has been declared effective, please orally confirm that event with Katie Kazem of Cooley LLP, counsel to the Registrant, at (703) 456-8043, or in her absence, Mark Ballantyne at (703) 456-8084.

Very truly yours,

GLYCOMIMETICS, INC.

By:

/s/ Brian M. Hahn

Brian M. Hahn

Chief Financial Officer

cc:

Brent B. Siler, Cooley   LLP

Brian F. Leaf, Cooley   LLP

CORRESP
1
filename1.htm

Correspondence

 January 7, 2014

 VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
GlycoMimetics, Inc. (the “Company”) – Request for Acceleration

Registration Statement on Form S-1 (File No. 333-191567)

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended
(the “Act”), and as Representatives of the several underwriters of the Company’s proposed public offering of common shares, we hereby join the Company’s request for acceleration of the above-referenced Registration
Statement, as amended, requesting effectiveness for 4:00 p.m. Eastern Time on January 9, 2014, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the Act, we wish to advise you that we have distributed approximately 1,101 copies of the Company’s Preliminary Prospectus
dated January 7, 2014 through the date hereof to underwriters, dealers, institutions and others.

 We, the undersigned, as Representatives
of the several underwriters, have complied and will continue to comply, and we have been informed by the participating underwriters that they have complied and will continue to comply, with the provisions of Rule 15c2-8 of the Securities Exchange
Act of 1934, as amended.

 [Signature Page Follows]

 Very truly yours,

Jefferies LLC

 Barclays Capital Inc.

 As Representatives of the several Underwriters

By:

Jefferies LLC

By:

/s/ Ashley Delp

Name:

Ashley Delp

Title:

Managing Director

By:

Barclays Capital Inc.

By:

/s/ Victoria Hale

Name:

Victoria Hale

Title:

Vice President

CORRESP
1
filename1.htm

Correspondence

 401 Professional Drive, Suite 250

Gaithersburg, MD 20879

VIA EDGAR

 January 6, 2014

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Mail Stop 4720

Washington, D.C. 20549

Attn:
Mr. Matthew Jones

Mr. Dan Greenspan

Mr. Jeffrey Riedler

Re:
GlycoMimetics, Inc.

Registration Statement on Form S-1

File No. 333-191567

 Acceleration Request

 Requested Date:

Wednesday, January 8, 2014

 Requested Time:

4:00 P.M. Eastern Standard Time

 Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission
(the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on January 8, 2014, at 4:00 p.m., Eastern Standard Time, or as soon thereafter as is
practicable, or at such later time as the Registrant may orally request via telephone call to the staff (the “Staff”). The Registrant hereby authorizes each of Brent Siler, Darren DeStefano and Brian Leaf of Cooley LLP,
counsel to the Registrant, to make such request on its behalf.

 Once the Registration Statement has been declared effective,
please orally confirm that event with Brian Leaf of Cooley LLP, counsel to the Registrant, at (703) 456-8053.

 In
connection with this request, the Registrant acknowledges that:

•

 should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

Very truly yours,

GlycoMimetics, Inc.

By:

/s/ Rachel K. King

 Rachel K. King

 Chief Executive Officer

cc:
Brent B. Siler, Cooley LLP

Darren DeStefano, Cooley LLP

Brian F. Leaf, Cooley LLP

Divakar Gupta, Latham & Watkins

CORRESP
1
filename1.htm

Correspondence

 November 5, 2013

 VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
GlycoMimetics, Inc. (the “Company”) – Request for Acceleration

 Registration Statement on Form S-1 (File No. 333-191567)

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), and as Representatives of the several
underwriters of the Company’s proposed public offering of common shares, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, as amended, requesting effectiveness for 4:00 p.m. Eastern Time
on November 7, 2013, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the Act, we wish to advise you that we have distributed
approximately 3,105 copies of the Company’s Preliminary Prospectus dated October 28, 2013 through the date hereof to underwriters, dealers, institutions and others.

 We, the undersigned, as Representatives of the several underwriters, have and will, and we have been informed by the participating underwriters that they have complied and will continue to comply, with
the provisions of Rule 15c2-8 of the Securities Exchange Act of 1934, as amended.

 [Signature Page Follows]

 Very truly yours,

 Jefferies LLC

Barclays Capital Inc.

 As Representatives of the several Underwriters

By:

Jefferies LLC

By:

 /s/ Ashley Delp

Name:

Ashley Delp

Title:

Managing Director

By:

Barclays Capital Inc.

By:

 /s/ Victoria Hale

Name:

Victoria Hale

Title:

Vice President

CORRESP
1
filename1.htm

Acceleration Request

 401 Professional Drive, Suite 250

 Gaithersburg,
MD 20879

VIA EDGAR

 November 5, 2013

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Mail Stop 4720

Washington, D.C. 20549

Attn:

Mr. Matthew Jones

Mr. Dan Greenspan

Mr. Jeffrey Riedler

Re:
GlycoMimetics, Inc.

 Registration Statement on Form S-1

File No. 333-191567

Acceleration Request

Requested Date:

Thursday, November 7, 2013

Requested Time:

4:00 P.M. Eastern Standard Time

 Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take
appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on November 7, 2013, at 4:00 p.m., Eastern Standard Time, or as soon thereafter as is practicable, or at such later time as the Registrant
may orally request via telephone call to the staff (the “Staff”). The Registrant hereby authorizes each of Brent Siler, Darren DeStefano and Brian Leaf of Cooley LLP, counsel to the Registrant, to make such request on its
behalf.

 Once the Registration Statement has been declared effective, please orally confirm that event with Brian Leaf of Cooley LLP,
counsel to the Registrant, at (703) 456-8053.

 In connection with this request, the Registrant acknowledges that:

•

should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

GlycoMimetics, Inc.

By:

 /s/ Rachel K. King

Rachel K. King

Chief Executive Officer

cc:
Brent B. Siler, Cooley LLP

 Darren DeStefano, Cooley LLP

Brian F. Leaf, Cooley LLP

Divakar Gupta, Latham & Watkins

CORRESP
1
filename1.htm

Correspondence

 Brent B. Siler

 (703)
456-8058

 bsiler@cooley.com

Via EDGAR and ELECTRONIC MAIL

October 23, 2013

 *FOIA Confidential Treatment Request*

Confidential Treatment Requested by

 GlycoMimetics, Inc. in connection with
Registration Statement on Form S-1 (File No. 333-191567)

U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Mail Stop 4720

 Washington,
D.C. 20549

Attn:
Mr. Jeffrey P. Riedler

Mr. Daniel Greenspan

Mr. Matthew Jones

Mr. Scott Wuenschell

Mr. Mark Brunhofer

Re:
GlycoMimetics, Inc.

Registration Statement on Form S-1

Filed October 4, 2013

File No. 333-191567

 Gentlemen:

 On behalf of our client, GlycoMimetics, Inc. (“GlycoMimetics” or the “Company”), we are
responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated October 17, 2013 (the “Comment
Letter”), relating to the above referenced Registration Statement (the “Registration Statement”). In response to the comments set forth in the Comment Letter (the “Comments”), the Company
is proposing to revise disclosure in the Registration Statement as set forth in this response letter.

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

1.
Please refer to your response to comment 27 and address the following additional comments:

•

 Please tell us how the potential future development and regulatory milestones are substantive if you have no further responsibilities for the
development of the program after completion of the Phase 2 clinical trial in April 2013 consistent with your response to comment 26. Please refer to ASC 605-28-25-2a.

•

 Please revise your disclosure regarding aggregated milestones to disclose the nature of the various milestone triggering events for each aggregated
category of milestones you disclosure. Specifically for your regulatory milestones, please

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED
ASTERISKS,

HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR
§200.83

 One Freedom Square, Reston Town Center, 11951 Freedom Drive, Rest, VA 20190-5656 T:
(703) 456-8000 F: (703) 456-8100 www.cooley.com

 October 23, 2013

 Page 2

clarify whether these milestones include those only for regulatory approval or whether they also include milestones for the submission of regulatory filings.

•

 Notwithstanding your assertion of “information overload,” please revise your disclosure to separately disclose the triggering event and
related contingent consideration for any individually significant milestone. If you do not believe that any individual milestone is significant, please demonstrate to us why not by providing us a break-down of all of your individual milestones and
an explanation why each is not significant.

 Response to first bullet point:

In response to the Staff’s comment, the Company advises the Staff that, as described in the Company’s prior response to Comment 26, the Company
had substantial involvement with Pfizer’s efforts as a result of its conducting and completing the Phase 2 clinical trial pursuant to the terms of its agreement with Pfizer. As a result, the Company determined that the non-refundable
development and regulatory milestones that are expected to be achieved as a result of the Company’s efforts during the development phase are substantive. Specifically, the Company believes the non-refundable development and regulatory
milestones that are expected to be achieved during the development phase meet the three criteria set forth in ASC 605-28-25-2 as follows:

1. The consideration is commensurate with either the entity’s performance to achieve the milestone or the enhancement of the value of the
delivered item(s) as a result of a specific outcome resulting from the entity’s performance to achieve the milestone.

 At the
inception of the Pfizer agreement, the Company evaluated the milestone consideration and determined that it was commensurate with its performance required to achieve the development and regulatory milestones, considering the significant expected
involvement of the Company with Pfizer during the development phase. The Company also determined that the milestone consideration was commensurate with the enhancement of the value of the delivered license, as it represented a significant step
toward advancing GMI-1070 into a Phase 3 clinical trial and ultimately toward product approval. The Company believes that this step represented a significant enhancement of value with respect to the underlying license obtained by Pfizer.

2. The consideration relates solely to past performance.

 The Company’s completion of the Phase 2 clinical trial, in conjunction with the Pfizer’s own efforts, will enable these development and regulatory milestones to be achieved. Once achieved, there
will be no further obligations or performance requirements on the part of the Company. No future milestone event is contingent on any future performance

 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS,

HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR
§200.83

 One Freedom Square, Reston Town Center, 11951 Freedom Drive, Reston, VA 20190-5656 T:
(703) 456-8000 F: (703) 456-8100 www.cooley.com

 October 23, 2013

 Page 3

by GlycoMimetics. For example, the next possible milestone in the Pfizer agreement is the dosing of a first patient in a Phase 3 clinical trial. The Phase 3 clinical trial would not be able to be
commenced without all of the Company’s past efforts in completing the Phase 2 clinical trials and, therefore, once the first patient has been dosed in the Phase 3 clinical trial, the milestone will have been achieved.

3. The consideration is reasonable relative to all of the deliverables and payment terms (including other potential milestone consideration) within
the arrangement.

 At the inception of the Pfizer agreement, the Company evaluated the milestone consideration and determined that it
was reasonable relative to all of the deliverables and payment terms within the arrangement. The Company’s determination was based upon the following considerations:

•

 Milestone payments are structured to acknowledge the fact that the underlying license, if it results in an approved product, will be very valuable to
Pfizer. However, the probability of a product being successfully developed and approved is very low in the biotech industry, and the associated expense to Pfizer is very high. As a result, the aggregate milestone payments that potentially could be
earned by the Company under the arrangement have been structured such that they are only due as significant developmental hurdles are met and any such payments are in the aggregate many times larger than the $22.5 million upfront license fee paid to
the Company at the commencement of the Pfizer agreement. The Pfizer agreement provides for aggregate potential milestone payments of $320.0 million, of which $185.0 million are considered to be substantive.

•

 The milestone payments are due to the Company within 45 days of achievement of the underlying event, which is consistent with the payment term of the
upfront license fee.

 Response to second bullet point:

In response to the Staff’s comment, the Company proposes to revise the disclosure on page F-19 of the Registration Statement. The Company proposes to
delete the sentence that read “The Pfizer Agreement also provides potential development milestone payments of up to $115.0 million, regulatory milestone payments of up to $70.0 million and sales-based milestone payments of up to $135.0
million” and to replace it with:

 “The Pfizer Agreement also provides for potential milestone payments of up to $115.0 million upon
the achievement of specified development milestones, including the dosing of the first patients in Phase 3 clinical trials for up to two indications and the first commercial sale of a licensed product in the United States and selected European

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED
ASTERISKS,

HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR
§200.83

 One Freedom
Square, Reston Town Center, 11951 Freedom Drive, Reston, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 www.cooley.com

 October 23, 2013

 Page 4

countries for up to two indications; potential milestone payments of up to $70.0 million upon the achievement of specified regulatory milestones, including the acceptance of our filings for
regulatory approval by regulatory authorities in the United States and Europe for up to two indications; and potential milestone payments of up to $135.0 million upon the achievement of specified levels of annual net sales of licensed
products.”

 The Company proposes to make corresponding revisions to the disclosure appearing on pages 47, 64, 73 and F-32 of the
Registration Statement.

 Response to third bullet point:

 The Company advises the Staff that it does not believe any of the individual milestones to be significant at this time other than the potential $35.0 million milestone payment upon the initiation of
dosing of the first patient in a Phase 3 clinical trial of GMI-1070. This milestone has been disclosed on pages 12 and 47 of the Registration Statement, and the Company proposes to add disclosure on pages F-19 and F-32 of the Registration Statement
to the effect that “The next potential milestone payment that the Company might be entitled to receive under the Pfizer Agreement is $35.0 million upon the dosing of the first patient in a Phase 3 clinical trial of GMI-1070.”

With respect to the remaining $80.0 million of potential development milestones and $70.0 million of potential regulatory milestones, the breakdown of
such milestones is as follows:

 Development milestone triggering event

Contingent payment
(in
millions)

Initiation of dosing of a first patient in a Phase 3 clinical trial for second indication

$ [* * *]

First commercial sale in the United States for first indication

   [* * *]

First commercial sale in the United States for second indication

   [* * *]

First commercial sale in specified European countries for first indication

   [* * *]

First commercial sale in specified European countries for second indication

   [* * *]

Total potential development milestones after dosing of first patient in Phase 3 clinical trial

$  80.0

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED
ASTERISKS,

HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR
§200.83

 One Freedom
Square, Reston Town Center, 11951 Freedom Drive, Reston, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 www.cooley.com

 October 23, 2013

 Page 5

 Regulatory milestone triggering event

Contingent payment
(in
millions)

Acceptance of filing for regulatory approval by the FDA for first indication

$[***]

Acceptance of filing for regulatory approval by the FDA for second indication

[* * *]

Acceptance of filing for regulatory approval by the EMA for first indication

[* * *]

Acceptance of filing for regulatory approval by the EMA for second indication

[* * *]

Total potential regulatory milestones

$70.0

 With respect to the sales-based milestones, the Company is eligible to receive a milestone payment of $[* * *] million
upon achieving annual net sales of licensed product in excess of $[* * *], plus an additional $[* * *] million upon achieving annual net sales in excess of $[* * *] and another $[* * *] million upon achieving annual net sales in excess of $[* * *].

 The Company believes that with the additional disclosure described above in the Company’s response to the second bullet point, combined
with the disclosure of the next potential milestone to be achieved, investors will have a sufficient level of detail to understand the types of potential milestone payments that the Company may be able to earn in the aggregate under the agreement
with Pfizer, without having to speculate as to the achievement of any particular milestone until the likelihood of its achievement has increased. The Company respectfully advises the Staff that its disclosure approach was designed to help investors
focus on the milestones that have the potential to impact the Company’s operations in the near term, which the Company believes represent the material milestones. The Company believes this disclosure approach is consistent with the requirements
of ASC 605-28-50-2b.

 While ASC 605-28-50-2b requires a description of each milestone and related contingent consideration included in an
arrangement, the Company believes the Financial Accounting Standards Board intended for companies to apply materiality considerations, including quantitative and qualitative factors, when complying with these requirements. Certain of the foregoing
potential future milestones are quantitatively material to the Company’s operations at the present time, based solely on the amount of the milestone. However, when the probability of achieving such milestones and the timing of future
achievement is considered, these future milestones, individually, are not material to the Company, its operations or the readers of the financial statements until such time as the milestone is more likely to occur in the near term. The Company
therefore believes that individual disclosure should be provided for material milestones (i.e., those milestones

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED
ASTERISKS,

HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR
§200.83

 One Freedom
Square, Reston Town Center, 11951 Freedom Drive, Reston, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 www.cooley.com

 October 23, 2013

 Page 6

that are likely to have a potential impact on the Company in the near term) while disclosure of the remaining immaterial milestones on an aggregate basis is appropriate. The Company believes such
an approach is consistent with the requirements of ASC 605-28-50-2b and also directs the attention of readers of the financial statements to the most material information, avoiding the potential confusion and unrealistic expectations that are likely
to occur if readers of the financial statements are provided with details of each future milestone regardless of the probability of achievement and potential timing of achievement.

 As of the date of this response letter, the Company has not achieved any of the potential milestones under its collaboration with Pfizer. The amount of time necessary to reach each remaining potential
milestone is uncertain, and the achievement of any milestone is highly contingent on a number of factors, most of which, by the nature of drug discovery, are not within the Company’s control and may not be achieved regardless of the amount of
time, money or effort contributed to achieving the milestone. The Company believes that within the biotechnology industry there are numerous instances in which a collaborator’s development of a drug candidate has terminated for reasons outside
the control of the company, including disappointing clinical findings or changes in the collaborator’s corporate priorities, direction or return on investment calculations, resulting in none of the milestones ever being achieved. As a result,
the Company cannot, with any degree of reasonable accuracy, predict if or when any of the milestones under its collaboration will be achieved until the activities related to the milestone are complete or substantially complete.

Further, each of the milestones in the development and regulatory categories result from the progress of development through a predetermined regulatory
approval process and thus have gating features, whereby subsequent milestones will not be achieved if the next potential milestone is

CORRESP
1
filename1.htm

CORRESP

 Brent B. Siler

 T: +1 703 456
8058

 bsiler@cooley.com

VIA EDGAR AND ELECTRONIC MAIL

October 18, 2013

 *FOIA Confidential Treatment Request* Confidential Treatment Requested by GlycoMimetics, Inc. in connection with Registration Statement on Form
S-1
(File No. 333-191567)

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Mail Stop 4720

 Washington, D.C. 20549

Attn:
Mr. Jeffrey Riedler

Mr. Daniel Greenspan

Mr. Matthew Jones

Mr. Scott Wuenschell

Mr. Mark Brunhofer

RE:
GlycoMimetics, Inc.

Registration Statement on Form S-1

Registration No. 333-191567

Gentlemen:

 On behalf of GlycoMimetics, Inc.
(the “Company”), please find below supplemental information in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”).

 Because of the commercially sensitive nature of information contained herein, this submission is accompanied by a request for confidential
treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the 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 the Company’s letter to the Office of Freedom of Information and Privacy Act Operations as well as a copy
of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

 To assist the Staff in its review of the Company’s Registration Statement on Form S-1 (File No. 333-191567) (the “Registration Statement”), the Company supplementally
advises the Staff that on the date hereof, Jefferies LLC and Barclays Capital Inc., the lead underwriters for the Company’s initial public offering and on behalf of the underwriters, advised the Company that, based on current market conditions,
they would recommend a preliminary estimated price range of between $[* * *] and $[* * *] per share of the Company’s common stock for the Company’s initial public offering, such range to be updated for a reverse stock split to be effected.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED
ASTERISKS,

HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR
§200.83

 One Freedom Square, Reston Town Center, 11951 Freedom Drive, Reston, VA 20190-5656 T:
(703) 456-8000 F: (703) 456-8100 www.cooley.com

 October 18, 2013

 Page Two

 This preliminary estimate reflects the estimated public offering price of the shares to be sold in the
market, which shares will be freely tradable and will not be subject to a lock-up agreement, in contrast with substantially all of the Company’s outstanding stock, and thus does not include any marketability discount. The range also assumes a
successful initial public offering with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company.

 The size of the reverse stock split ratio has not yet been definitively determined. However, due to the recent volatility in the financial markets and the volatilities evident in the market for recent
initial public offering issuers, the price range of the common stock may change. The Company hereby advises the Staff that it intends to file a pre-effective amendment to its registration statement with a preliminary prospectus that will include a
bona fide post-split estimated public offering price range prior to the distribution of any preliminary prospectus. This price range will be no more than $2.00, if the maximum price is $10.00 per share or less, or 20%, if the maximum price is
greater than $10.00 per share.

 Based on the preliminary per share estimate provided above, the current status of the financial markets and
continued uncertainty as to whether the Company will be able to complete its planned initial public offering within the proposed price range, or at all, the Company believes that the most recent contemporaneous valuation of its common stock as of
April 1, 2013, as described in detail on pages 54-55 of the Registration Statement, is consistent with the underwriters’ preliminary estimate. Specifically, the discounted cash flow methodology used in the Company’s April 1, 2013
valuation yielded an equity value of approximately $[* * *] million. After allocation of this equity value to the classes of the Company’s common stock and application of a discount to reflect the time value of money for the period from
April 1, 2013 until the assumed dates of a liquidity event and a discount for lack of marketability, each as described in the prospectus, the Company concluded that the common stock had a fair value of $1.13 as of April 1, 2013.

 The Company notes, however, that the discounted cash flow analysis assumed only a [* * *]% probability of the Company receiving the $35.0
million potential milestone payment from Pfizer upon the initiation of dosing of the first patient in a Phase 3 clinical trial of GMI-1070. Since the date of the April 1, 2013 valuation, Pfizer has advised the Company that it intends to begin
enrolling patients for the Phase 3 clinical trial in mid-2014, pending approval through Pfizer’s internal governance process. Pfizer has also informed the Company that a number of activities are underway in support of the initiation of the
Phase 3 clinical trial, including preliminary agreement reached with the FDA on clinical trial design, progress on manufacturing, completion of toxicology studies, discussions with the FDA regarding trial design, contracting with a third-party
contract research organization to support the clinical trial activities, and convening multiple

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED
ASTERISKS,

HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR
§200.83

 One Freedom
Square, Reston Town Center, 11951 Freedom Drive, Reston, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 www.cooley.com

 October 18, 2013

 Page Three

clinical advisory boards for trial design and implementation. Additionally, the Pfizer team is targeting an End of Phase 2 FDA meeting before the end of 2013. Based on these developments, the
Company believes that the probability of receiving the $35.0 million milestone payment has significantly increased since the date of the April 1, 2013 valuation. Had a probability of [* * *]% been included in the April 1, 2013 valuation,
the estimated enterprise value of the Company would have been approximately $[* * *] million higher.

 The Company further notes for the Staff
that the April 1, 2013 valuation assumed a probability of less than [* * *]% that Pfizer would be able to successfully initiate and complete the Phase 3 clinical trial and file an NDA for GMI-1070 by the end of [* * *]. The Company believes
that, in light of the developments since April 1, 2013 described above, this probability has substantially increased as well. Had the Company assigned a probability of [* * *]% to this outcome, the estimated enterprise value of the Company
would have been at least $[* * *] million higher under the discounted cash flow analysis.

 Finally, the Company notes that, as described in
the prospectus, the Company has progressed its plans for the development of its product candidate GMI-1271, including generation of additional supportive preclinical data in support of the filing of an IND in the first quarter of 2014. The Company
advises the Staff that its April 1, 2013 valuation assigned only nominal value to GMI-1271. With the additional development progress and the increased probability of advancing into clinical trials, the Company estimates that its enterprise
value would have been approximately $[* * *] million higher had the projected discounted cash flows with respect to GMI-1271 been included in the April 1, 2013 valuation.

 Taking each of these developments together, combined with the other factors described on pages 54-55 of the Registration Statement, the Company and the underwriters believe that a preliminary estimated
enterprise value of the Company of between $[* * *] million and $[* * *] million is appropriate based on current market conditions. Assuming the conversion of the Company’s outstanding preferred stock and the exercise of outstanding options and
warrants, this would result in the preliminary pre-split estimated price range of between $[* * *] and $[* * *] per share.

 Based on the
analysis set forth above, the Company does not propose to increase the amount of its previously recorded stock-based compensation expense as a result of the underwriters’ preliminary estimate. Further, the Company advises the Staff that, even
if it had valued the common stock at $[* * *] per share, the midpoint of the preliminary pre-split estimated price range, for purposes of its April 9, 2013 option grants, the resulting change in stock-based compensation expense for the six
months ended June 30, 2013 would not have been material.

 * * * *

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED
ASTERISKS,

HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR
§200.83

 One Freedom
Square, Reston Town Center, 11951 Freedom Drive, Reston, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 www.cooley.com

 October 18, 2013

 Page Four

 If you have any questions or comments with regard to this matter, please do not hesitate to contact the
undersigned at (703) 456-8058 or Brian F. Leaf, of this office, at (703) 456-8053.

 Very truly
yours,

 /s/ Brent B. Siler

cc:
Rachel K. King, GlycoMimetics, Inc.

Brian Hahn, GlycoMimetics, Inc.

Brian F. Leaf, Cooley LLP

Divakar Gupta, Latham & Watkins LLP

 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS,

HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR
§200.83

 One Freedom
Square, Reston Town Center, 11951 Freedom Drive, Reston, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 www.cooley.com

October 17, 2013

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

Re: GlycoMimetics, Inc.
Registration Statement on Form S -1
Filed October 4, 2013
  File No. 333-191567

Dear Ms. King :

We have reviewed your registration statement  and have the following comment .

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

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

1. Please refer to your response to comment 27 and address the following additional
comments:

 Please tell us how e ach potential future development and regulatory milestones are
substantive if you have no further responsibilities for the development of the program
after completion of the Phase 2 clinical trial in April 2013 consistent with your
response to comment 26.   Please refer to ASC 605 -28-25-2a.
 Please revise your disclosure regarding aggregated milestones to disclose the nature
of the various milestone triggering events for each aggregated category of milestones
you disclosure.   Specifically for your regulatory milestones, please clarify whether
these milestones include those only for regulatory approval or whether they also
include milestones for the submission of regulatory filings.
 Notwithstanding your assertion of “information overload,” please revise your
disclosure to separately disclose the triggering event and related contingent
consideration for any individually significant milestone.   If you do not believe that

Ms. Rachel King
GlycoMimetics, Inc.
October 17, 2013
Page 2

 any individual milestone is significant, please demonstrate to us why not by providing
us a br eak-down of all of your individual milestones and an explanation why each is
not significant.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have  made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pu rsuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

Ms. Rachel King
GlycoMimetics, Inc.
October 17, 2013
Page 3

 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/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

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

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