FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/13/2025 |
3. Issuer Name and Ticker or Trading Symbol
GLYCOMIMETICS INC [ CBIO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Ordinary Shares | 1,387,866(1)(2)(3) | I | By Fairmount Healthcare Fund II L.P.(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Non-Voting Preferred Shares | (5) | (5) | Ordinary Shares | 2,890,000(1)(2)(6) | (5) | I | By Fairmount Healthcare Fund II L.P.(4) |
Pre-funded Warrant | (7) | (7) | Ordinary Shares | 1,636,706(1)(2)(8) | $0.001 | I | By Fairmount Healthcare Fund II L.P.(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Effective as of June 13, 2025 (the "Effective Time"), (i) a wholly-owned subsidiary of GlycoMimetics, Inc. ("GlycoMimetics") merged with and into Crescent Biopharma, Inc. ("Crescent") with Crescent continuing as a wholly owned subsidiary of GlycoMimetics and the surviving corporation of the merger and (ii) immediately thereafter, Crescent merged with and into a second wholly-owned subsidiary of GlycoMimetics ("Second Merger Sub"), with Second Merger Sub being the surviving entity of the merger (collectively, the "Merger"). At the Effective Time, GlycoMimetics changed its name to "Crescent Biopharma, Inc." (hereinafter, the "Issuer"). |
2. This Form gives effect to the Issuer's completion of a conversion from a corporation organized under the laws of the State of Delaware (the "Delaware Corporation") to an exempted company incorporated under the laws of the Cayman Islands (the "Cayman Company"), effective as of June 16, 2025. In connection therewith, (a) each outstanding share of common stock of the Delaware Corporation was automatically converted into one ordinary share of the Cayman Company, (b) each outstanding share of Series A Non-Voting Convertible Preferred Stock of the Delaware Corporation was automatically converted into one outstanding Series A Non-Voting Convertible Preferred Share of the Cayman Company, and (c) each pre-funded warrant to acquire shares of common stock of the Delaware Corporation continued in existence in the form of and automatically became a pre-funded warrant to acquire an equal number of ordinary shares of the Cayman Company under the same terms and conditions. |
3. Represents the number of the Issuer's ordinary shares received by the Reporting Person in the Merger in exchange for the shares of Crescent's common stock held by the Reporting Person prior to the Merger. Each share of Crescent's common stock held at the Effective Time was exchanged for 0.1445 of the Issuer's ordinary shares. |
4. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. Peter Harwin and Tomas Kiselak are the managers of Fairmount. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. |
5. Series A Non-Voting Convertible Preferred Shares of the Issuer, par value $0.001 per share (the "Issuer Preferred Shares") are convertible into the Issuer's ordinary shares at any time at the option of the holder thereof, based on the Conversion Ratio and subject to certain limitations, including the Beneficial Ownership Limitation (as such terms are defined in the Certificate of Designation for the Issuer Preferred Shares filed with the Securities and Exchange Commission as Exhibit 3.6 to the Issuer's Form 8-K filed on June 18, 2025). The Issuer Preferred Shares have no expiration date. |
6. Represents the number of the Issuer's ordinary shares underlying 2,890 Issuer Preferred Shares received by the Reporting Person in the Merger in exchange for the shares of Crescent's Series Seed Convertible Preferred Stock ("Crescent Preferred Stock") held by the Reporting Person prior to the Merger. Each share of Crescent Preferred Stock held at the Effective Time was exchanged for 0.0001445 Issuer Preferred Shares. |
7. The pre-funded warrants to purchase the Issuer's ordinary shares (the "Issuer Pre-Funded Warrants") have no expiration date and are exercisable at any time after the date of issuance. A holder of Issuer Pre-Funded Warrants may not exercise the Issuer Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number ordinary shares outstanding immediately after giving effect to such exercise. |
8. Represents the number of Issuer Pre-Funded Warrants received by the Reporting Person in the Merger in exchange for pre-funded warrants to purchase shares of Crescent's common stock (the "Crescent Pre-Funded Warrants") held by the Reporting Person prior to the Merger. Each Crescent Pre-Funded Warrant held at the Effective Time was exchanged for 0.1445 Issuer Pre-Funded Warrants. |
Remarks: |
Exhibit 24 - Power of Attorney Fairmount and Fairmount Healthcare Fund II LP may each be deemed a director by deputization of the Issuer by virtue of the fact that Peter Harwin serves on the board of directors of the Issuer and is a manager of Fairmount. |
/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC | 06/23/2025 | |
/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II L.P. | 06/23/2025 | |
/s/ Tomas Kiselak | 06/23/2025 | |
/s/ Peter Harwin | 06/23/2025 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |