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): July 8, 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective as of July 8, 2014, the Board of Directors (the “Board”) of GlycoMimetics, Inc. (the “Company”) appointed Dr. Mark Goldberg, M.D. to serve as a director of the Company and a member of the Nominating and Corporate Governance Committee. Dr. Goldberg 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 Dr. Goldberg and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Dr. Goldberg and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Dr. Goldberg requiring disclosure under Item 404(a) of Regulation S-K. Additional information about Dr. Goldberg is set forth below.
Mark Goldberg, age 60, has served as a member of our Board since July 2014. Dr. Goldberg has been the Executive Vice President for Medical and Regulatory Strategy of Synageva BioPharma Corp., a biopharmaceutical company, since January 2014 and was the Senior Vice President of Medical and Regulatory Affairs of Synageva BioPharma Corp. from September 2011 to January 2014. Dr. Goldberg served in a variety of senior management positions at Genzyme Corporation, a biotechnology company, most recently as Senior Vice President, Clinical Development and Global Therapeutic Group Head, Oncology and Personalized Genetic Health, from 1996 to July 2011. Prior to working at Genzyme Corporation, he was a full-time staff physician at Brigham and Women’s Hospital and Dana Farber Cancer Institute, where he still holds appointments. He has also been a Clinical Associate Professor of Medicine at Harvard Medical School since 1996. Dr. Goldberg is a board-certified medical oncologist and hematologist. Dr. Goldberg serves on the board of directors of ImmunoGen, Inc., a publicly held biotechnology company, and served on the board of directors of Synageva BioPharma Corp. within the past five years. Dr. Goldberg received his A.B. from Harvard College and his M.D. from Harvard Medical School.
In accordance with the Company’s compensation policy for non-employee directors, upon his appointment as a director, Dr. Goldberg was granted a nonqualified stock option to purchase 15,401 shares of the Company’s common stock at an exercise price of $8.86, the closing price of the Company’s common stock on the date of grant. This option will vest and become exercisable on the last day of Dr. Goldberg’s initial term of office for Class III directors, which will be the date of the 2017 annual meeting of stockholders. Additionally, Dr. Goldberg will be entitled to receive a $30,000 annual retainer for his service as director and a $3,000 annual retainer for his service on the Nominating and Corporate Governance Committee. At each annual stockholder meeting following which Dr. Goldberg’s term as a director continues, Dr. Goldberg will be entitled to receive an additional nonqualified stock option to purchase 7,700 shares of the Company’s common stock, which option will vest and become exercisable over a one-year period following the date of grant. Dr. Goldberg has also entered into the Company’s standard form of indemnification agreement.
| Item 7.01 | Regulation FD Disclosure. |
On July 10, 2014, the Company issued a press release announcing Dr. Goldberg’s appointment to the Board. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report.
Item 9.01 Exhibits.
(d) Exhibits
| Exhibit |
Exhibit Description | |
| 99.1 | Press Release dated July 10, 2014, “GlycoMimetics Appoints Mark A. Goldberg, M.D. to Board of Directors.” | |
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: July 10, 2014 | Brian M. Hahn Chief Financial Officer | |||||
EXHIBIT INDEX
| Exhibit |
Exhibit Description | |
| 99.1 | Press Release dated July 10, 2014, “GlycoMimetics Appoints Mark A. Goldberg, M.D. to Board of Directors.” | |
Exhibit 99.1
|
Source: GlycoMimetics Contact: Brian Hahn Email: bhahn@glycomimetics.com Phone: 240-243-1207 |
GLYCOMIMETICS APPOINTS MARK A. GOLDBERG, M.D. TO BOARD OF DIRECTORS
- Dr. Goldberg Brings Perspective as Medical Oncologist and Hematologist and Extensive Biopharmaceutical Regulatory Experience to GlycoMimetics Board -
GAITHERSBURG, MD, July 10, 2014 – GlycoMimetics, Inc. (NASDAQ: GLYC) announced today the addition of Mark A. Goldberg, M.D. to its Board of Directors. Dr. Goldberg is Executive Vice President, Medical and Regulatory Strategy at Synageva BioPharma Corporation and holds appointments at Brigham and Women’s Hospital and Dana Farber Cancer Institute. He is also an Associate Clinical Professor of Medicine at Harvard Medical School.
“A seasoned oncologist, hematologist and corporate medical/regulatory strategist, Mark is a welcome addition to the GlycoMimetics Board of Directors,” said Rachel King, CEO of GlycoMimetics. “We’ve just initiated the clinical program for our first oncology drug candidate and are looking forward to advancing additional novel candidates from our pipeline. Mark’s perspective will be very valuable to us, particularly his experience in developing and securing approval for benchmark therapies for rare diseases.”
Dr. Goldberg joined Synageva in 2011 from Genzyme Corporation, where he had most recently served as Senior Vice President, Clinical Development and Global Therapeutic Group Head, Oncology and Personalized Genetic Health. While at Genzyme, he played a central role in the development and approval of medicines such as Fabrazyme®, Aldurazyme®, Myozyme®, Lumizyme®, and Mozobil®. Prior to working at Genzyme, he was a full-time staff physician at Brigham and Women’s Hospital and Dana Farber Cancer Institute. Dr. Goldberg received his A.B. (magna cum laude) from Harvard College and his
M.D. (cum laude) from Harvard Medical School. He holds Board appointments at Immunogen Corporation, Idera Pharmaceuticals and the American Cancer Society, New England Division.
“I’m excited about the opportunity to join the GlycoMimetics Board of Directors,” said Dr. Goldberg. “As an oncologist and hematologist, it’s encouraging to see a biotechnology company developing novel drug candidates for unmet medical needs such as sickle cell disease and many forms of cancer.”
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.
Cautionary Note on Forward Looking Statements
Any statements in this press release about future expectations, plans and prospects for GlycoMimetics, including statements about its strategy, its future operations, clinical development of its therapeutic candidates, timing of the availability of data from clinical trials, potential therapeutic utility for its product candidates, market opportunities for its product candidates, its plans for potential future product candidates and other statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: availability and timing of data from ongoing clinical trials, the uncertainties inherent in the initiation of future clinical trials, whether interim results from a clinical trial will be predictive of the final results of the trial or results of early clinical trials will be indicative of the results of future trials, expectations for regulatory approvals, availability of funding sufficient for GlycoMimetics’s foreseeable and unforeseeable operating expenses and capital expenditure requirements, other matters that could affect the availability or commercial potential of GlycoMimetics’s therapeutic candidates and other
factors discussed in the “Risk Factors” section of GlycoMimetics’s Quarterly Report on Form 10-Q that was filed with the U.S. Securities and Exchange Commission on May 9, 2014, and other filings GlycoMimetics makes with the Securities and Exchange Commission from time to time. In addition, the forward-looking statements included in this press release represent GlycoMimetics’s views as of the date hereof. GlycoMimetics anticipates that subsequent events and developments may cause GlycoMimetics’s views to change. However, while GlycoMimetics may elect to update these forward-looking statements at some point in the future, GlycoMimetics specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing GlycoMimetics’s views as of any date subsequent to the date hereof.
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