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): June 9, 2017

 

 

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 June 9, 2017, the Board of Directors (the “Board”) of GlycoMimetics, Inc. (the “Registrant”) appointed Patricia S. Andrews to serve as a director of the Company and a member of the Audit Committee of the Board.  Ms. Andrews will serve as a Class III director whose term will expire at the 2020 annual meeting of stockholders.  There is no arrangement or understanding between Ms. Andrews and any other person pursuant to which she was selected as a director of the Company, and there is no family relationship between Ms. Andrews and any of the Company’s other directors or executive officers.  The Company is not aware of any transaction involving Ms. Andrews requiring disclosure under Item 404(a) of Regulation S-K. Additional information about Ms. Andrews is set forth below.

Patricia S. Andrews, age 59, has served as a member of our Board since June 2017.  Ms. Andrews has served as Chief Executive Officer of Boston Biomedical, Inc., an oncology drug research and development company, since April 2017 and previously served as its Chief Operating Officer from November 2013 to April 2017.  From October 2008 to August 2012, Ms. Andrews served as Chief Commercial Officer of Incyte Corporation, a publicly held biopharmaceutical company.  From 1991 to 2008, Ms. Andrews served in various roles of increasing responsibility at Pfizer Inc., culminating in her role as Vice President and General Manager of Pfizer’s U.S. Oncology business unit.  Ms. Andrews received her B.A. degree from Brown University and her M.B.A. degree in Finance from the University of Michigan.

In accordance with the Company’s compensation policy for non-employee directors, upon her appointment as a director, Ms. Andrews was granted a nonqualified stock option to purchase 22,000 shares of the Company’s common stock at an exercise price of $11.63, the closing price of the Company’s common stock on the date of grant.  This option will vest and become exercisable in three equal installments on the first, second and third anniversaries of the date of grant, subject to Ms. Andrews’s Continuous Service (as defined in the Company’s 2013 Equity Incentive Plan) as of each vesting date.  Additionally, Ms. Andrews will be entitled to receive a $35,000 annual retainer for her service as director and a $7,500 annual retainer for her service on the Audit Committee.  At each annual stockholder meeting following which Ms. Andrews’s term as a director continues, Ms. Andrews will be entitled to receive an additional nonqualified stock option to purchase 11,000 shares of the Company’s common stock, which option will vest and become exercisable over a one-year period following the date of grant.  Ms. Andrews has also entered into the Company’s standard form of indemnification agreement.

 

 

Item 7.01  Regulation FD Disclosure.

 

On June 12, 2017, the Company issued a press release announcing Ms. Andrews’s appointment to the Board.  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 INDEX

 

 

Exhibit 99.1

 

GLYCOMIMETICS APPOINTS BOSTON BIOMEDICAL CEO 

PATRICIA S. ANDREWS TO ITS BOARD OF DIRECTORS

 

ROCKVILLE, MD, June 12, 2017 –  GlycoMimetics, Inc. (NASDAQ: GLYC) announced today the appointment of Patricia S. Andrews, chief executive officer and director of Boston Biomedical, Inc., to its Board of Directors. 

“It’s an asset to our Board and GlycoMimetics as a whole to be able to leverage Pat’s commercial experience in oncology," said Rachel King, CEO of GlycoMimetics. "Her track record of leadership in transitioning companies to the commercial stage will be particularly helpful to us as we continue to advance our pipeline.”

Ms. Andrews was named CEO of Boston Biomedical in April 2017. She joined the company in 2013 and was most recently its Executive Vice President and Chief Operating Officer, where she prepared for launching the company’s first product, and guided the company’s pipeline development. Previously, she was Executive Vice President and Chief Commercial Officer at Incyte Corporation (NASDAQ: INCY), leading commercial operations for that company’s launch of first-in-class, first-in-disease oncology product Jakafi®. Before that, she served in leadership positions at Pfizer, Inc., where her final role was Vice President and General Manager of the U.S. Oncology Business Unit, and at Marine Midland/HSBC, where she was Vice President in corporate finance. Ms. Andrews received her M.B.A. from the University of Michigan and her B.A. from Brown University.

"I'm honored to serve on the Board of Directors of GlycoMimetics, which has impressed me with its management team and promising pipeline of treatments targeting some of today’s most serious medical challenges in oncology," said Ms. Andrews. "I believe these clinical assets have potential in areas of high unmet need, and I look forward to helping the company rapidly progress its drug candidates towards commercialization."

Ms. Andrews was introduced to GlycoMimetics through an initiative sponsored by LifeSci Advisors for the placement of women on boards of directors in the life sciences industry. “On behalf of the GlycoMimetics management and Board, I’d like to thank LifeSci Advisors for its Board Placement Initiative, which assisted in helping to identify several outstanding director candidates, including Pat,” Ms. King added.

About GlycoMimetics, Inc.

GlycoMimetics is a clinical-stage biotechnology company focused on cancer and sickle cell disease. 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, GMI-1271, an E-selectin antagonist, is being evaluated in an ongoing Phase

1/2 clinical trial as a potential treatment for AML and in a Phase 1 clinical trial in multiple myeloma. The U.S. FDA recently granted GMI-1271 Breakthrough Therapy designation for treatment of adult AML patients with relapsed/refractory disease. GlycoMimetics has also recently initiated a 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 GlycoMimetics' planned activities with respect to the clinical development and potential commercialization of its product pipeline. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the outcomes of planned and ongoing clinical trials, expectations for regulatory approvals and other factors discussed in the "Risk Factors" section of GlycoMimetics' Annual Report on Form 10-K that was filed with the U.S. Securities and Exchange Commission on March 1, 2017, 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' views as of the date hereof. GlycoMimetics anticipates that subsequent events and developments may cause its 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, except as may be required by law. These forward-looking statements should not be relied upon as representing GlycoMimetics' views as of any date subsequent to the date hereof.

Source: GlycoMimetics, Inc.

Investor Contact:
Shari Annes, 650-888-0902
sannes@annesassociates.com
or
Media Contact:
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