Current Report Filing (8-k)
May 25 2017 - 4:20PM
Edgar (US Regulatory)
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):
May 24, 2017
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.)
|
9708 Medical Center Drive
Rockville, MD 20850
(Address of principal executive offices, including zip code)
(240) 243-1201
(Registrants 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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate 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
x
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.
x
Item 1.01
Entry into a Material Definitive Agreement.
On May 24, 2017, GlycoMimetics, Inc. (the
Company
) entered into an underwriting agreement (the
Underwriting Agreement
) with Jefferies LLC and Cowen and Company, LLC (the
Underwriters
), to issue and sell 7,000,000 shares of common stock of the Company (
Common Stock
) in an underwritten public offering pursuant to a Registration Statement on Form S-3 (File No. 333-202808) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission (the
SEC
) (the
Offering
). The offering price to the public is $11.50 per share. In addition, the Company granted the Underwriters an option to purchase, for a period of 30 days, up to an additional 1,050,000 shares of Common Stock. The Company estimates that the net proceeds from the Offering will be approximately $75.4 million, or approximately $86.7 million if the Underwriters exercise in full their option to purchase additional shares of Common Stock, in each case after deducting underwriting discounts and commissions and estimated offering expenses.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the legal opinion as to the legality of the shares of Common Stock to be issued and sold in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 5.07
Submission of Matters to a Vote of Security Holders.
On May 25, 2017, the Company held its 2017 annual meeting of stockholders (the
Annual Meeting
). The stockholders considered two proposals, each of which is described in more detail in the Companys definitive proxy statement filed with the SEC on April 20, 2017. Of the 23,855,934 shares outstanding as of the record date, 21,482,054 shares, or 90%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.
Proposal No. 1
: Election of two nominees to serve as directors until the 2020 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:
Name
|
|
Votes For
|
|
Votes Withheld
|
|
Mark A. Goldberg M.D.
|
|
16,530,972
|
|
705,533
|
|
Timothy R. Pearson
|
|
16,891,810
|
|
344,695
|
|
Broker Non-Votes: 4,245,549
All nominees were elected.
Proposal No. 2
: Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2017. The votes were cast as follows:
|
|
Votes For
|
|
Votes Against
|
|
Abstained
|
|
Ratification of appointment of Ernst & Young
|
|
21,470,629
|
|
11,425
|
|
0
|
|
Item 8.01
Other Events.
Updated Company Disclosure
On May 24, 2017, the Company filed a prospectus supplement (the
Prospectus Supplement
) with the Securities and Exchange Commission in connection with the Offering. The Prospectus Supplement contains an
2
updated description of certain aspects of the Companys business. Accordingly, the Company is filing information with this Report for the purpose of updating certain aspects of the description of its business from the disclosure contained in the Companys prior public filings. The updated disclosure is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Press Releases
On May 22, 2017, the Company issued a press release announcing the Offering. On May 24, 2017, the Company issued a press release announcing that it had priced the Offering. Copies of the press releases are furnished herewith as Exhibits 99.2 and 99.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Caution Concerning Forward Looking Statements
This Current Report on Form 8-K may contain forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21 E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as may, will, expect, project, estimate, anticipate, plan, believe, potential, should, continue or the negative versions of those words or other comparable words. These forward-looking statements include statements about the Companys anticipated public offering, anticipated use of proceeds, clinical development of the Companys drug candidates, expectations regarding future clinical trials, expectations regarding the Companys cash balance and future expectations and plans and prospects for the Company. These forward-looking statements are based on information currently available to the Company and its current plans or expectations, and are subject to a number of uncertainties and risks that could significantly affect current plans. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including the uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all, and uncertainties inherent in the initiation of future clinical trials. The Companys forward-looking statements also involve assumptions that, if they prove incorrect, would cause its results to differ materially from those expressed or implied by such forward-looking statements. These and other risks concerning the Companys business are described in additional detail in the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2017, the Companys prospectus supplement filed with the Securities and Exchange Commission on May 24, 2017 and in the Companys other Periodic and Current Reports filed with the Securities and Exchange Commission. The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
|
|
|
Number
|
|
Exhibit Description
|
|
|
|
1.1
|
|
Underwriting Agreement by and among GlycoMimetics, Inc., Jefferies LLC and Cowen and Company, LLC, dated May 24, 2017.
|
|
|
|
5.1
|
|
Opinion of Cooley LLP.
|
|
|
|
23.1
|
|
Consent of Cooley LLP (included in Exhibit 5.1).
|
|
|
|
99.1
|
|
Updated Company Disclosure.
|
|
|
|
99.2
|
|
Press Release, dated May 22, 2017.
|
|
|
|
99.3
|
|
Press Release, dated May 24, 2017.
|
3
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/ Rachel K. King
|
Date: May 25, 2017
|
|
Rachel K. King
|
|
|
President and Chief Executive Officer
|
4
EXHIBIT INDEX
Exhibit
|
|
|
Number
|
|
Exhibit Description
|
|
|
|
1.1
|
|
Underwriting Agreement by and among GlycoMimetics, Inc., Jefferies LLC and Cowen and Company, LLC, dated May 24, 2017.
|
|
|
|
5.1
|
|
Opinion of Cooley LLP.
|
|
|
|
23.1
|
|
Consent of Cooley LLP (included in Exhibit 5.1).
|
|
|
|
99.1
|
|
Updated Company Disclosure.
|
|
|
|
99.2
|
|
Press Release, dated May 22, 2017.
|
|
|
|
99.3
|
|
Press Release, dated May 24, 2017.
|
5
GlycoMimetics (NASDAQ:GLYC)
Historical Stock Chart
From Aug 2024 to Sep 2024
GlycoMimetics (NASDAQ:GLYC)
Historical Stock Chart
From Sep 2023 to Sep 2024