UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8‑K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 1, 2019

 

 

GlycoMimetics, Inc.

(Exact name of registrant as specified in its charter)

 

 

9708 Medical Center Drive

Rockville, MD 20850

(Address of principal executive offices, including zip code)

 

(240) 243-1201

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indícate by check mark whether the registrant is an emerging growth Company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)  or Rule 12b‑2  of the Securities Exchange Act of 1934 (§240.12b‑2  of this chapter).

 

Emerging growth company ☑

 

If an emerging growth company,  indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☑

 

 

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 1, 2019, Drs. M. James Barrett and John L. Magnani each notified the board of directors (the “Board”) of GlycoMimetics, Inc. (the “Registrant”) of their intent not to stand for re-election at the 2019 Annual Meeting of Stockholders to be held on May 17, 2019 (the “Annual Meeting”).  Dr. Barrett also announced his intent to resign as chairman of the Board, effective as of the conclusion of the Annual Meeting.  Mr. Timothy Pearson, a current member of the Board, will assume the role of chairman of the Board immediately after the effectiveness of Dr. Barrett’s resignation.  Drs. Barrett and Magnani have both served on the Registrant’s Board of Directors since its inception.  Dr. Magnani will continue in his role as the Registrant’s Senior Vice President, Research and Chief Scientific Officer. “On behalf of the Board and the entire GlycoMimetics team, we wish to thank Jim and John for their service and guidance on the Board over the years,” said Rachel King, Chief Executive Officer.

Following the Annual Meeting, the authorized size of the Board will be seven members. On March 1, 2019, the Board completed a process to reclassify the members of the Board into three classes of nearly equal size, following the contemplated resignations of Drs. Barrett and Magnani.  To effect this change, Mr. Scott Jackson resigned as a Class I director and was immediately reappointed to the Board as a Class II director, to stand for re-election at the Annual Meeting.  Mr. Jackson was also appointed as a member of both the Audit Committee and the Compensation Committee, in each case effective as of March 1, 2019.  Mr. Pearson notified the Board that, in connection with his appointment as the Chairman of the Board, he intends to resign from the Audit Committee effective upon the conclusion of the Annual Meeting.  Following the Annual Meeting, the Audit Committee will consist of Mr. Jackson, Mr. Daniel M. Junius (Committee Chair) and Ms. Patricia S. Andrews.  

The Registrant and Mr. Jackson did not enter into any new plan, contract, arrangement or compensatory plan in connection with his resignation and reappointment, and there is no arrangement or understanding between Mr. Jackson and any other person pursuant to which he was appointed to serve as a Class II director.  Mr. Jackson’s resignation and reappointment were effected solely to reclassify the Board, and for all other purposes, Mr. Jackson’s service on the Board is deemed to have continued uninterrupted without any break in service.  Under the Company’s compensation policy for non-employee directors, Mr. Jackson will be entitled to receive an annual stock option grant following the Annual Meeting.

Item 7.01  Regulation FD Disclosure.

 

On March 5, 2019, the Company issued a press release announcing the changes on the Board of Directors as described in Item 5.02 above.  A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report. The information contained in the press release furnished as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.

 

Item 9.01 Exhibits. 

 

(d) Exhibits

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Exhibit 99.1

 

GLYCOMIMETICS ANNOUNCES TRANSITION PLAN FOR BOARD OF DIRECTORS

 

 

 

ROCKVILLE, MD, March 5, 2019 – GlycoMimetics, Inc. (Nasdaq: GLYC) announced today planned transitions within the company’s Board of Directors. Current Board Chair Jim Barrett, who has held the role since the company’s inception, will not seek re-election as he retires from the Board of Directors and scales back participation in several organizations. Current GlycoMimetics Board Member Tim Pearson will become Board Chair as of the close of the company’s annual meeting on May 17, 2019. Company Co-founder and Board Member John Magnani remains in his key role as GlycoMimetics' Senior Vice President, Research and Chief Scientific Officer (CSO), but is not seeking re-election as a director at the annual meeting, when his present term as director expires. 

 

“I am deeply grateful for Jim’s long-time service on the board and his strong support of the company since its founding. Over the years, he has helped GlycoMimetics in innumerable ways through his strong leadership and unwavering dedication to the company. I also extend many thanks to John, who co-founded the company and has provided invaluable guidance to the board. I look forward to his continued exceptional leadership of GlycoMimetics’ research efforts in his role as Senior Vice President, Research and CSO,” said Chief Executive Officer, Rachel King. “I’m also very pleased to welcome Tim as the Board Chair designee. Tim joined our board in 2014 and has a wealth of industry experience from senior roles at several leading biotech companies, and we look forward to continuing to leverage his expertise as we work to make an impact in the world of oncology treatment.”  

 

Mr. Pearson is the former Chief Financial Officer and Executive Vice President for TESARO, Inc., a publicly traded oncology-focused biopharmaceutical company that was recently acquired by GlaxoSmithKline. Prior to that, he served as Executive Vice President, Chief Financial Officer and Treasurer at Catalyst Health

Solutions, a publicly traded pharmacy benefit manager.  Mr. Pearson also previously held the role of Executive Vice President and Chief Financial Officer of Medimmune, the global biologics business for AstraZeneca, where he had functional responsibility for finance, information technology, strategic planning and governance.

 

“I am honored to be nominated as the next GlycoMimetics’ Board Chair and look forward to working with the board and management in this expanded role,” said Mr. Pearson.  “I thank Jim for his vision and leadership which has brought GlycoMimetics to this point, with multiple late-stage clinical opportunities ahead and am delighted to contribute more broadly to our vision of bringing hope to patients with cancer and other serious diseases.” 

About GlycoMimetics, Inc.

GlycoMimetics is a clinical-stage biotechnology company focused on the discovery and development of novel glycomimetic drugs to address unmet medical needs resulting from diseases in which carbohydrate biology plays a key role.  GlycoMimetics' most advanced drug candidate, rivipansel, a pan-selectin antagonist, is being developed for the treatment of vaso-occlusive crisis in sickle cell disease and is being evaluated in a Phase 3 clinical trial being conducted by its strategic collaborator, Pfizer.  GlycoMimetics' wholly owned drug candidate, uproleselan, an E-selectin antagonist, was evaluated in a Phase 1/2 clinical trial as a potential treatment for AML and is being evaluated across a range of patient populations including in a company-sponsored Phase 3 trial in relapsed/refractory AML.  GlycoMimetics has also completed a Phase 1 clinical trial with a third drug candidate, GMI-1359, a combined CXCR4 and E-selectin antagonist. GlycoMimetics is located in Rockville, MD in the BioHealth Capital Region. Learn more at www.glycomimetics.com.

Forward-Looking Statements

This press release contains forward-looking statements regarding the clinical development and regulatory pathway and potential benefits and impact of the company’s drug candidates.  Actual results may differ materially from those in these forward-looking statements. For a further description of the risks associated with these statements, as well as other risks facing GlycoMimetics, please see the risk factors described in the company’s annual report on Form 10-K to be filed with the U.S. Securities and Exchange Commission (SEC) on or about March 6, 2019, and other filings GlycoMimetics makes with the SEC from time to time. Forward-looking statements speak only as of the date of this release, and GlycoMimetics undertakes no obligation to update or revise these statements, except as may be required by law.

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Source: GlycoMimetics, Inc.

 

Investor Contact:

Shari Annes

Phone: 650-888-0902

Email: sannes@annesassociates.com

 

Media Contact:

Jamie Lacey-Moreira

Phone: 410-299-3310

Email: jamielacey@presscommpr.com