Item 1. Security and Issuer.
This statement relates to the common stock, $.001 par value (the “Common Stock”) of GlycoMimetics, Inc. (the “Issuer”) having its principal executive office at 401 Professional Drive, Suite 250, Gaithersburg, MD 20879.
Item 2. Identity and Background.
This statement is being filed by:
(a) New Enterprise Associates 10, Limited Partnership (“NEA 10”);
(b) NEA Partners 10, Limited Partnership (“NEA Partners 10”), which is the sole general partner of NEA 10;
(c) New Enterprise Associates 13, L.P. (“NEA 13”);
(d) NEA Partners 13, L.P. (“NEA Partners 13”), which is the sole general partner of NEA 13;
(e) NEA 13 GP, LTD (“NEA 13 LTD”), which is the sole general partner of NEA Partners 13; and
(f) Forest Baskett (“Baskett”), Ryan D. Drant (“Drant”), Patrick J. Kerins (“Kerins”), Krishna S. Kolluri (“Kolluri”), David M. Mott (“Mott”), Ravi Viswanathan (“Viswanathan”) and Harry R. Weller (“Weller”) (collectively, the “NEA 13-Only Directors”) and M. James Barrett (“Barrett”), Peter J. Barris (“Barris”) and Scott D. Sandell (“Sandell”) (collectively with the NEA 13-Only Directors, the “Directors”). The Directors are the directors of NEA 13 LTD. Barrett, Barris and Sandell are also the individual general partners of NEA Partners 10 (collectively, the “Individual General Partners”).
The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”
The address of the principal business office of NEA 10, NEA Partners 10, NEA 13, NEA Partners 13 and NEA 13 LTD is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of each of Barrett, Barris, Drant, Kerins, Mott and Weller is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett, Kolluri, Sandell and Viswanathan is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.
The principal business of NEA 10 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 10 is to act as the sole general partner of NEA 10. The principal business of each of the Individual General Partners is to act as a general partner of NEA Partners 10 and a number of affiliated partnerships with similar businesses.
The principal business of NEA 13 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 13 is to act as the sole general partner of NEA 13. The principal business of NEA 13 LTD is to act as the sole general partner of NEA Partners 13. The principal business of each of the Directors is to manage NEA 13, NEA Partners 13, NEA 13 LTD and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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Each of NEA 10 and NEA Partners 10 is a limited partnership organized under the laws of the State of Delaware. Each of the Individual General Partners is a United States citizen.
NEA 13 and NEA Partners 13 are exempt limited partnerships organized under the laws of the Cayman Islands. NEA 13 LTD is an exempted company organized under the laws of the Cayman Islands. Each of the Directors is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
On January 9, 2014, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission by the Issuer (File No. 333-191567) in connection with its initial public offering of 7,000,000 shares of Common Stock of the Issuer (the “IPO”) was declared effective. The closing of the IPO took place on January 15, 2014, and at such closing NEA 10 purchased an aggregate of 487,500 shares of Common Stock at the IPO price of $8.00 per share. In addition, immediately prior to the closing of the IPO, the 11,250,850 shares of Series A-1 Preferred Stock (the “NEA 10 Series A-1 Stock”) held by NEA 10 automatically converted into 3,407,283 shares of Common Stock of the Issuer. NEA 10 also holds an additional 586,975 shares of Common Stock (the “NEA 10 Pre-IPO Common Shares”) and warrants (the “NEA 10 Warrants”), exercisable at any time, to purchase, subject to certain limitations, 523,897 shares of Common Stock (the “NEA 10 Warrant Shares”). Prior to the IPO, the NEA 10 Pre-IPO Common Shares, NEA 10 Series A-1 Stock and NEA 10 Warrants were purchased from the Issuer in a series of private transactions for an aggregate purchase price of $30,481,034. NEA 10 now holds a total of 4,481,758 shares of the Issuer’s Common Stock (the “NEA 10 Shares” and, collectively with the NEA 10 Warrants, the “NEA 10 Securities”).
NEA 13 purchased an aggregate of 512,500 shares of Common Stock at the IPO price of $8.00 per share. In addition, immediately prior to the closing of the IPO, the 11,824,058 shares of Series A-1 Preferred Stock (the “NEA 13 Series A-1 Stock”) held by NEA 13 automatically converted into 3,580,877 shares of Common Stock of the Issuer. Prior to the IPO, the NEA 13 Series A-1 Stock was purchased from the Issuer in a series of private transactions for an aggregate purchase price of $15,000,000. NEA 13 now holds a total of 4,093,377 shares of the Issuer’s Common Stock (the “NEA 13 Shares”).
The working capital of NEA 10 was the source of the funds for the purchase of the NEA 10 Securities. No part of the purchase price of the NEA 10 Securities was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the NEA 10 Securities.
The working capital of NEA 13 was the source of the funds for the purchase of the NEA 13 Shares. No part of the purchase price of the NEA 13 Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the NEA 13 Shares.
Item 4. Purpose of Transaction.
NEA 10 acquired the NEA 10 Securities and NEA 13 acquired the NEA 13 Shares for investment purposes. Depending on market conditions, their continuing evaluation of the business and prospects of the Issuer and other factors, NEA 10, NEA 13 and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:
| | (a) | The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; |
| | (b) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; |
| | (c) | A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
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| | (d) | Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
| | (e) | Any material change in the present capitalization or dividend policy of the Issuer; |
| | (f) | Any other material change in the Issuer’s business or corporate structure; |
| | (g) | Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; |
| | (h) | Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
| | (i) | A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or |
| | (j) | Any action similar to any of those enumerated above. |
Item 5. Interest in Securities of the Issuer.
| | (a) | NEA 10 is the record owner of the NEA 10 Shares and the NEA 10 Warrants. As the NEA 10 Warrants are immediately exercisable, NEA 10 may be deemed to beneficially own the NEA 10 Warrant Shares as of January 15, 2014. As a result, NEA 10 may be deemed to beneficially own in the aggregate 5,005,655 shares of Common Stock (the “Total NEA 10 Shares”). As the sole general partner of NEA 10, NEA Partners 10 may be deemed to beneficially own the Total NEA 10 Shares. As the individual general partners of NEA Partners 10, each of the Individual General Partners also may be deemed to beneficially own the Total NEA 10 Shares. |
NEA 13 is the record owner of the NEA 13 Shares. As the sole general partner of NEA 13, NEA Partners 13 may be deemed to own beneficially the NEA 13 Shares. As the sole general partner of NEA Partners 13, NEA 13 LTD may be deemed to own beneficially the NEA 13 Shares. As the individual directors of NEA 13 LTD, each of the Directors may be deemed to own beneficially the NEA 13 Shares.
By virtue of their relationship as affiliated entities, whose controlling entities have overlapping individual controlling persons, each of NEA 10, NEA Partners 10, NEA 13, NEA Partners 13 and NEA 13 LTD may be deemed to share the power to direct the disposition and vote of the Total NEA 10 Shares and the NEA 13 Shares.
As of January 15, 2014, Barrett is the record owner of options to purchase 12,295 shares of Common Stock (the “Barrett Option Shares”) exercisable within sixty days. Accordingly, Barrett may be deemed to be the beneficial owner of the Barrett Option Shares in addition to the Total NEA 10 Shares and the NEA 13 Shares.
Each Reporting Person disclaims beneficial ownership of the Total NEA 10 Shares and the NEA 13 Shares other than those shares which such person owns of record.
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The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated for each Reporting Person other than Barrett and the NEA 13-Only Directors based on 18,079,394 shares, which includes (i) the 17,555,497 shares of Common Stock (the “IPO Shares”) reported to be outstanding immediately after the IPO on the Issuer’s prospectus filed under Rule 424(b)(4), filed with the Securities Exchange Commission on January 10, 2014 and (ii) the NEA 10 Warrant Shares. Such percentage was calculated for Barrett based on 18,091,689 shares, which includes (i) the IPO Shares, (ii) the NEA 10 Warrant Shares and (iii) the Barrett Option Shares. Such percentage was calculated for the NEA 13-Only Directors based on the IPO Shares.
| | (b) | Regarding the number of shares as to which such person has: |
| | (i) | sole power to vote or to direct the vote: See line 7 of cover sheets |
| | (ii) | shared power to vote or to direct the vote: See line 8 of cover sheets |
| | (iii) | sole power to dispose or to direct the disposition: See line 9 of cover sheets. |
| | (iv) | shared power to dispose or to direct the disposition: See line 10 of cover sheets |
| | (c) | Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days. |
| | (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons. |
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
| | | NEA 10 and NEA 13 have entered into a lock-up agreement with the underwriters of the IPO pursuant to which NEA 10 and NEA 13 have generally agreed, subject to certain exceptions, not to directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of or hedge any Common Stock, any options or warrants to purchase Common Stock, or any securities convertible into, or exchangeable for or that represent the right to receive shares of Common Stock for a period of 180 days from January 9, 2014 without the prior written consent of Jefferies LLC and Barclays Capital Inc. |
Item 7. Material to be Filed as Exhibits.
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
