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 31, 2014
GlycoMimetics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36177 | 06-1686563 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
401 Professional Drive, Suite 250
Gaithersburg, MD 20879
(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)) |
| Item 2.02 | Results of Operations and Financial Condition. |
On March 31, 2014, GlycoMimetics, Inc. (the “Registrant” or the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2014. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02, and Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any incorporation language in such a filing, except as expressly set forth by specific reference in such a filing.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective as of March 31, 2014, the Board of Directors (the “Board”) of the Company appointed Timothy Pearson to serve as a director of the Company and as chairman of the Company’s audit committee. Mr. Pearson will serve as a Class III director whose term will expire at the 2017 annual meeting of stockholders. There is no arrangement or understanding between Mr. Pearson and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Mr. Pearson and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Mr. Pearson requiring disclosure under Item 404(a) of Regulation S-K. Additional information about Mr. Pearson is set forth below.
Timothy Pearson, age 46, has served as a member of our Board since March 2014. Mr. Pearson served as Executive Vice President and Chief Financial Officer of Catalyst Health Solutions, a pharmacy benefit management company, from August 2011 until its acquisition by SXC Health Solutions in July 2012. Prior to joining Catalyst Health Solutions, Mr. Pearson served as Chief Financial Officer and Executive Vice President of MedImmune, the global biologics business for AstraZeneca PLC, and was a member of MedImmune’s Executive Team. Mr. Pearson joined MedImmune in 1998 and prior to his promotion to CFO in 2007 served as its Vice President of Finance and Treasurer. Mr. Pearson was also a founding officer and investment committee member of MedImmune Ventures, MedImmune’s venture capital fund that invests in early-stage biotechnology companies. Mr. Pearson, a Certified Public Accountant, holds dual Bachelor of Science degrees in Business Administration from the University of Delaware and Accounting from the University of Maryland, as well as a Master of Science degree in Finance from Loyola University.
In accordance with the Company’s compensation policy for non-employee directors, upon his appointment as a director, Mr. Pearson was granted a nonqualified stock option to purchase 15,401 shares of the Company’s common stock at an exercise price equal to $16.33, the closing price of the Company’s common stock on the date of grant, and which will vest and become exercisable on the last day of Mr. Pearson’s initial term of office for Class III directors, which will be the date of the 2017 annual meeting of stockholders. Additionally, Mr. Pearson will be entitled to receive a $30,000 annual retainer for his service as director and a $14,000 annual retainer for his service as chairman of the audit committee. At each annual stockholder meeting following which Mr. Pearson’s term as a director continues, Mr. Pearson will be entitled to receive a nonqualified stock option to purchase 7,700 shares of the Company’s common stock, which will vest and become exercisable over a one year period following the date of grant. Mr. Pearson has also entered into the Company’s standard form of indemnification agreement.
| Item 7.01. | Regulation FD Disclosure. |
On April 1, 2014, the Company issued a press release announcing Mr. Pearson’s appointment to the Board. A copy of this press release is furnished herewith as Exhibit 99.2 to this Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Exhibit Description | |
| 99.1 | Press Release, dated March 31, 2014, “GlycoMimetics Reports Fourth Quarter and Year-End 2013 Results.” | |
| 99.2 | Press Release, dated April 1, 2014, “GlycoMimetics Appoints Tim Pearson to Board of Directors and as Audit Committee Chair.” | |
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.
| GLYCOMIMETICS, INC. | ||||||
| By: | /s/ Brian M. Hahn | |||||
| Date: April 4, 2014 | Brian M. Hahn | |||||
| Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit |
Exhibit Description | |
| 99.1 | Press Release, dated March 31, 2014, “GlycoMimetics Reports Fourth Quarter and Year-End 2013 Results.” | |
| 99.2 | Press Release, dated April 1, 2014, “GlycoMimetics Appoints Tim Pearson to Board of Directors and as Audit Committee Chair.” | |
Exhibit 99.1
03/31/2014
GlycoMimetics Reports Fourth Quarter and Year-End 2013 Results
GAITHERSBURG, Md. — (BUSINESS WIRE) — GlycoMimetics, Inc. (NASDAQ: GLYC) today reported financial results for the fourth quarter and year ended December 31, 2013.
In its initial public offering completed in January 2014, GlycoMimetics raised net proceeds of $57.4 million, after underwriting discounts and offering expenses, from the sale of 8,050,000 shares of its common stock at a price of $8.00 per share, including the full exercise of the underwriters’ option to purchase additional shares. Giving effect to that transaction as if it had occurred on December 31, 2013, the Company’s cash and cash equivalents balance as of that date would have been $59.7 million.
For the quarter ended December 31, 2013, GlycoMimetics reported total revenues of $77,000, compared to $3.8 million for the quarter ended December 31, 2012. For the year ended December 31, 2013, total revenues were $4.0 million compared to $15.3 million in 2012. Under the terms of its collaboration with Pfizer, the Company received an upfront payment of $22.5 million from Pfizer in 2011 that was recognized as revenue through March 31, 2013.
The Company’s research and development expenses increased to $3.0 million for the quarter ended December 31, 2013 as compared to $2.7 million for the fourth quarter of 2012. This increase reflected the Company’s completion and data analysis of its Phase 2 trial evaluating its drug candidate GMI-1070 for the treatment of vaso-occlusive crisis of sickle cell disease (VOC), as well as advanced pre-clinical testing and manufacturing of its clinical-stage drug candidate GMI-1271 for the treatment of acute myeloid leukemia (AML) and other cancers. Research and development expenses similarly increased to $11.7 million for the year ended December 31, 2013 from $9.4 million in the prior year, with the increase largely attributable to increased manufacturing expenses for GMI-1271.
The Company’s general and administrative expenses increased to $0.9 million for the quarter ended December 31, 2013 as compared to $0.5 million for the fourth quarter of 2012. General and administrative expenses for the year ended December 31, 2013 increased to $2.9 million as compared to $2.2 million in the prior year. Each of these increases was primarily due to costs associated with the Company’s IPO and other financing efforts.
“On the heels of being the first biotechnology company to complete an IPO in 2014, we look forward to a productive year ahead. Notably, we anticipate beginning clinical studies with GMI-1271, our pipeline candidate that will initially be investigated in acute myeloid leukemia, and we expect our partner Pfizer to move GMI-1070 into Phase 3 study in patients experiencing vaso-occlusive crisis of sickle cell disease, which would result in a milestone payment to us under our agreement with Pfizer,” said Rachel King, GlycoMimetics’ Chief Executive Officer.
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 are molecules that mimic the structure of carbohydrates involved in important biological processes. Using its expertise in carbohydrate chemistry and knowledge of carbohydrate biology, GlycoMimetics is developing a pipeline of glycomimetic drug candidates that inhibit disease-related functions of carbohydrates, such as the roles they play in inflammation, cancer and infection.
Forward-Looking Statements
This press release contains forward-looking statements regarding GlycoMimetics’ planned activities with respect to the clinical development of GMI-1070 and GMI-1271, anticipated milestone payments from Pfizer and other matters. 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 for the year ended December 31, 2013 to filed with the U.S. Securities and Exchange Commission and other filings GlycoMimetics makes with the SEC from time to time, including those factors discussed under the caption “Risk Factors” in such filings. 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.
GlycoMimetics, Inc
(A Development Stage Enterprise)
Condensed Consolidated Statements of Operations
(In thousands except per share data)
| Three months ended December 31, | Year ended December 31, | |||||||||||||||
| (Unaudited) | ||||||||||||||||
| 2013 | 2012 | 2013 | 2012 | |||||||||||||
| Total revenue |
$ | 77 | $ | 3,888 | $ | 3,993 | $ | 15,257 | ||||||||
| Cost and Expenses: |
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| Research and development |
3,033 | 2,730 | 11,701 | 9,438 | ||||||||||||
| Selling, general and administrative |
906 | 517 | 2,880 | 2,157 | ||||||||||||
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| Total costs and expenses |
3,939 | 3,247 | 14,581 | 11,595 | ||||||||||||
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| Income (loss) from operations |
(3,862 | ) | 641 | (10,588 | ) | 3,662 | ||||||||||
| Other income (expense) |
(5 | ) | (3 | ) | (17 | ) | (6 | ) | ||||||||
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| Net income (loss) and comprehensive income (loss) |
$ | (3,867 | ) | $ | 638 | $ | (10,605 | ) | $ | 3,656 | ||||||
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| Net loss per share - basic |
$ | (2.80 | ) | $ | 0.69 | $ | (8.87 | ) | $ | 3.93 | ||||||
| Net loss per share - diluted |
$ | (2.80 | ) | $ | 0.06 | $ | (8.87 | ) | $ | 0.33 | ||||||
| Weighted average shares - basic |
1,380,090 | 929,619 | 1,196,162 | 929,619 | ||||||||||||
| Weighted average shares - diluted |
1,380,090 | 11,016,532 | 1,196,162 | 11,016,532 | ||||||||||||
GlycoMimetics, Inc
(A Development Stage Enterprise)
Balance Sheet Data
(In thousands)
| December 31, 2013 |
December 31, 2012 |
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| Cash and cash equivalents |
$ | 2,311 | $ | 17,373 | ||||
| Working capital |
2,605 | 12,277 | ||||||
| Total assets |
5,283 | 18,420 | ||||||
| Total liabilities |
2,376 | 5,891 | ||||||
| Stockholders’ equity |
2,907 | 12,528 | ||||||
GlycoMimetics, Inc.
Brian Hahn, 240-243-1207
bhahn@glycomimetics.com
Exhibit 99.2
04/01/2014
GlycoMimetics Appoints Tim Pearson to Board of Directors and as Audit Committee Chair
- Pearson, former CFO of MedImmune and Catalyst Health Solutions, Brings Broad Biopharmaceutical and Public Company Financial Experience to GlycoMimetics Board -
GAITHERSBURG, Md. — (BUSINESS WIRE) — GlycoMimetics, Inc. (NASDAQ: GLYC) announced today the addition of Timothy Pearson to its Board of Directors. Mr. Pearson most recently held the position of Chief Financial Officer, Executive Vice President and Treasurer at Catalyst Health Solutions, a publicly held pharmacy benefit manager with over $5 billion in revenues. Mr. Pearson led the company’s financial activities, including performance management, investor relations, SEC compliance, capital strategy and planning, until SXC Health Solutions (now Catamaran Corporation) acquired Catalyst in 2012. Mr. Pearson had previously served as Chief Financial Officer and Executive Vice President of MedImmune, the global biologics business for AstraZeneca PLC, where he had functional responsibility for finance, information technology, strategic planning and governance, and was a member of MedImmune’s Executive Team.
“Having completed our initial public offering in early 2014, it’s ideal for us to now be adding an experienced public company CFO to our Board roster,” said Rachel King, CEO of GlycoMimetics. “The addition of Tim to our Board of Directors comes at the perfect time for our company given his financial experience at MedImmune and Catalyst Health Solutions.”
Mr. Pearson was appointed CFO at Catalyst Health Solutions in July 2011. Before that, he spent 13 years at MedImmune in roles of increasing responsibility. Prior to his promotion to CFO of MedImmune in 2007, he was Vice President of Finance and Treasurer with responsibility for treasury, corporate finance, tax, risk management, Sarbanes-Oxley compliance, internal audit and equity plan administration. During his tenure at MedImmune, Mr. Pearson was a key leader in a number of MedImmune’s financing and M&A transactions, including its $500 million acquisition of U.S. Bioscience and its $1.6 billion acquisition of Aviron, as well as related post acquisition integration efforts. Mr. Pearson was a founding officer and investment committee member of MedImmune Ventures, MedImmune’s venture capital fund that invests in early-stage biotechnology companies. Prior to MedImmune, Mr. Pearson held various financial roles of increasing responsibility at Integrated Health Services, CIGNA Insurance and First National Bank of Maryland. Mr. Pearson, a Certified Public Accountant, holds dual Bachelor of Science degrees in Business Administration from the University of Delaware and Accounting from the University of Maryland University College, as well as a Master of Science degree in Finance from Loyola University.
“Following GlycoMimetics’ IPO and as the company prepares to bring its lead oncology program into the clinic, it’s a great opportunity for me to join the Board of Directors and to help the company push forward in achieving its objectives,” said Mr. Pearson.
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 are molecules that mimic the structure of carbohydrates involved in important biological processes. Using its expertise in carbohydrate chemistry and knowledge of carbohydrate biology, GlycoMimetics is developing a pipeline of glycomimetic drug candidates that inhibit disease-related functions of carbohydrates, such as the roles they play in inflammation, cancer and infection.
GlycoMimetics, Inc.
Brian Hahn, 240-243-1207
bhahn@glycomimetics.com