Crescent still expects GlycoMimetics reverse merger to close in second quarter of 2025

The announcement

GlycoMimetics, Inc., the listed company in the deal, filed a communication dated February 27, 2025 under Rule 425. It reproduces a February 24, 2025 release from Crescent Biopharma, Inc., a private biotechnology company based in Waltham, Massachusetts. The release says Crescent appointed three executives and that its interim chief executive, Dr. Jonathan Violin, expects the reverse merger to close in the second quarter of 2025.

The three appointees are Dr. Wenjie Cheng, senior vice president of technical operations; Ryan Lynch, chief accounting officer; and Barbara Bispham, general counsel. The release says Lynch has held the accounting role since December 2024 and that Bispham joined in January 2025. Cheng previously held leadership roles at WuXi Biologics Inc. and ImmunoGen, Inc. Bispham previously worked at BridgeBio Pharma, Inc.

The release also sets out the pipeline. Its lead asset, CR-001, is a tetravalent PD-1 x VEGF bispecific antibody, with an investigational new drug filing expected in the fourth quarter of 2025 and first clinical data expected in the second half of 2026. The release says CR-001 was designed to recapitulate ivonescimab, another PD-1 x VEGF bispecific antibody, which it says showed efficacy superior to pembrolizumab in a large Phase 3 trial. CR-001 itself has no human data, and the first clinical readout is not expected until the second half of 2026. Two antibody-drug conjugates, CR-002 and CR-003, with topoisomerase inhibitor payloads for undisclosed targets, are also in development, and an IND for CR-002 is expected in mid-2026.

The merger structure and its conditions

The merger agreement is dated October 28, 2024. Under it, Gemini Merger Sub Corp., a wholly owned subsidiary of GlycoMimetics, merges into Crescent, and Crescent continues as a wholly owned subsidiary of GlycoMimetics. Immediately afterward, Crescent merges into Gemini Merger Sub II, LLC, a second GlycoMimetics subsidiary. The filing says both steps are part of one overall transaction.

The forward-looking statements list the conditions and risks. They include the possible failure to satisfy closing conditions, specifically GlycoMimetics' failure to obtain stockholder approval. They also include the potential failure to complete the financing transaction in a timely manner or at all, uncertainty over the timing of closing, and the risk that GlycoMimetics loses its Nasdaq listing before the merger closes. Government approvals are listed as well.

The filing expects the combined company to list on Nasdaq after closing. It describes the expected cash position at closing, the combined company's cash runway and the expected contribution and payment of dividends in connection with the merger as forward-looking, and says the cash figure depends on completion of GlycoMimetics' private placement.

The listed company's history

GlycoMimetics' annual report on Form 10-K for 2024 describes uproleselan, its former lead candidate for acute myeloid leukemia. A randomized, placebo-controlled Phase 3 trial reported in the second quarter of 2024 did not show a statistically significant improvement in overall survival in the intent-to-treat population, compared with chemotherapy alone. After feedback from the FDA, the company concluded that the regulatory path would require an additional clinical trial.

In July 2024 the company announced a streamlined operating plan and a review of strategic alternatives focused on maximizing shareholder value. The plan included a workforce reduction of 26 employees, which the annual report describes as approximately 80% of its headcount. It says the company does not intend to continue development of uproleselan or any other drug candidates, so the deal would replace a company with no active program.

What the filing leaves open

The 425 gives no amount for the financing transaction or the private placement, names no investors, and gives no share count or exchange ratio for the merger. It states no expected cash figure at closing, only that the figure is forward-looking. It names no counsel or financial advisers to the merger. The release does not say when the stockholder meeting will be held or what the vote requires.

The deal therefore depends on a stockholder vote, a financing and the closing, and the filing dates or quantifies none of them. It also names the risk that GlycoMimetics' Nasdaq listing does not last until closing.

Report an error

Companies in this story

CBIOCrescent Biopharma, Inc.NASDAQ · United StatesOpen the starter desk