CRESCENT BIOPHARMA, INC.

SC 13D/A 1 nea10-glyco_18697.htm NEW ENTERPRISE ASSOCIATES 10, L.P. / GLYCOMIMETICS -- SCHEDULE 13D/A(#1) Schedule 13D

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Field: Rule-Page

Field: /Rule-Page

SCHEDULE 13D

Field: Rule-Page

Field: /Rule-Page

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

GlycoMimetics, Inc.

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

38000Q102

(CUSIP Number)

Louis S. Citron, Esq.

New Enterprise Associates

1954 Greenspring Drive, Suite 600, Timonium, MD 21093

(410) 842-4000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 26, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

CUSIP No. 38000Q102 13D Page 2 of 16 Pages

| 1. | NAMES
OF REPORTING PERSONS. New Enterprise Associates 10, Limited Partnership | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | (a) ☐ (b) ☐ |
| 3. | SEC
USE ONLY | |
| 4. | SOURCE
OF FUNDS (see instructions) WC | |
| 5. | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 0
Shares |
| --- | --- |
| 8. | SHARED
VOTING POWER 4,967,530 shares |
| 9. | SOLE
DISPOSITIVE POWER 0
Shares |
| 10. | SHARED
DISPOSITIVE POWER 4,967,530 shares |

| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,967,530 shares | |
| --- | --- | --- |
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | ☐ |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% | |
| 14. | TYPE
OF REPORTING PERSON (see instructions) PN | |

Field: Page; Sequence: 2

Field: /Page

CUSIP No. 38000Q102 13D Page 3 of 16 Pages

| 1. | NAMES
OF REPORTING PERSONS. NEA Partners 10, Limited Partnership | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | (a) ☐ (b) ☐ |
| 3. | SEC
USE ONLY | |
| 4. | SOURCE
OF FUNDS (see instructions) AF | |
| 5. | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |

Field: Page; Sequence: 3

Field: /Page

CUSIP No. 38000Q102 13D Page 4 of 16 Pages

| 1. | NAMES
OF REPORTING PERSONS. New Enterprise Associates 13, L.P. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | (a) ☐ (b) ☐ |
| 3. | SEC
USE ONLY | |
| 4. | SOURCE
OF FUNDS (see instructions) WC | |
| 5. | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands | |

Field: Page; Sequence: 4

Field: /Page

CUSIP No. 38000Q102 13D Page 5 of 16 Pages

| 1. | NAMES
OF REPORTING PERSONS. NEA Partners 13, L.P. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | (a) ☐ (b) ☐ |
| 3. | SEC
USE ONLY | |
| 4. | SOURCE
OF FUNDS (see instructions) AF | |
| 5. | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands | |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 0 shares |
| --- | --- |
| 8. | SHARED
VOTING POWER 4,967,530 shares |
| 9. | SOLE
DISPOSITIVE POWER 0 shares |
| 10. | SHARED
DISPOSITIVE POWER 4,967,530 shares |

Field: Page; Sequence: 6

Field: /Page

CUSIP No. 38000Q102 13D Page 6 of 16 Pages

| 1. | NAMES
OF REPORTING PERSONS. NEA 13 GP, LTD | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | (a) ☐ (b) ☐ |
| 3. | SEC
USE ONLY | |
| 4. | SOURCE
OF FUNDS (see instructions) AF | |
| 5. | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands | |

Field: Page; Sequence: 9

Field: /Page

CUSIP No. 38000Q102 13D Page 7 of 16 Pages

| 1. | NAMES
OF REPORTING PERSONS. Scott D. Sandell | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | (a) ☐ (b) ☐ |
| 3. | SEC
USE ONLY | |
| 4. | SOURCE
OF FUNDS (see instructions) AF | |
| 5. | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States citizen | |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 0
shares |
| --- | --- |
| 8. | SHARED
VOTING POWER 4,967,530 shares |
| 9. | SOLE
DISPOSITIVE POWER 0
shares |
| 10. | SHARED
DISPOSITIVE POWER 4,967,530 shares |

Field: Page; Sequence: 16

Field: /Page

CUSIP No. 38000Q102 13D Page 8 of 16 Pages

Item 1. Security and Issuer.

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and supplements the Schedule 13D originally filed on January 23, 2014, and relates to the common stock, $.001 par value per share (the “Common Stock”) of GlycoMimetics, Inc. (the “Issuer”) having its principal executive office at 9708 Medical Center Drive, Rockville, Maryland 20850.

Certain terms used but defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.

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;

(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”) and Patrick J. Kerins (“Kerins”) (collectively, the “NEA 13-Only Directors”) and Scott D. Sandell (“Sandell”) (collectively with the NEA 13-Only Directors, the “Directors”) and M. James Barrett (“Barrett”), Peter J. Barris (“Barris”), Ryan D. Drant (“Drant”), Krishna S. Kolluri (“Kolluri”), David M. Mott (“Mott”), Ravi Viswanathan (“Viswanathan”) and Harry R. Weller (“Weller”). The Directors are the directors of NEA 13 LTD. Sandell is also the individual general partner of NEA Partners 10 (the “Individual General Partner”).

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, NEA 13 LTD and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Kerins is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett 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 the Individual General Partner 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.

Each of NEA 10 and NEA Partners 10 is a limited partnership organized under the laws of the State of Delaware. The Individual General Partner 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.

Field: Page; Sequence: 17

Field: /Page

CUSIP No. 38000Q102 13D Page 9 of 16 Pages

Item 4. Purpose of Transaction.

On January 26, 2023, NEA 13 and NEA 10 completed open market sales as part of a series of public sales that began on January 25, 2023 (the “Transactions”), whereby (1) NEA 13 sold in the aggregate 1,644,737 shares of the Issuer’s Common Stock and (2) NEA 10 sold in the aggregate 2,007,279 shares of the Issuer’s Common Stock. After the Transactions (1) NEA 13 holds 2,448,640 shares of the Issuer’s Common Stock (the “NEA 13 Shares”) and (2) NEA 10 holds 2,730,334 shares of the Issuer’s Common Stock (the “NEA 10 Shares”).

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;

(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. As the sole general partner of NEA 10, NEA Partners 10 may be deemed to beneficially own the NEA 10 Shares. As the individual general partner of NEA Partners 10, the Individual General Partner also may be deemed to beneficially own the 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 NEA 10 Shares and the NEA 13 Shares.

Each Reporting Person disclaims beneficial ownership of the NEA 10 Shares and the NEA 13 Shares other than those shares which such person owns of record.

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 based on 52,423,944 shares of Common Stock reported to be outstanding as of November 7, 2022, on the Issuer’s Form 10-Q filed with the Securities Exchange Commission on November 9, 2022.

Field: Page; Sequence: 18

Field: /Page

CUSIP No. 38000Q102 13D Page 10 of 16 Pages

(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 4 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.

(e) Drant, Kolluri, Mott, Viswanathan and Weller have ceased to own beneficially five percent (5%) or more of the Issuer’s Common Stock as a result of ceasing to be a Directors of NEA 13 LTD. Barrett and Barris have ceased to own beneficially five percent (5%) or more of the Issuer’s Common Stock as a result of ceasing to be Individual General Partners of NEA Partners 10. Baskett and Kerins have ceased to own beneficially five percent (5%) or more of the Issuer’s Common Stock as a result of NEA 13 ceasing to beneficially own (5%) or more of the Issuer’s Common Stock.

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.

Field: Page; Sequence: 19

Field: /Page

CUSIP No. 38000Q102 13D Page 11 of 16 Pages

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

EXECUTED this 10 th day of February, 2023.

NEW ENTERPRISE ASSOCIATES 10,

LIMITED PARTNERSHIP

By: NEA PARTNERS 10, LIMITED PARTNERSHIP General Partner

By: * Scott D. Sandell General Partner

NEA PARTNERS 10, LIMITED PARTNERSHIP

By: * Scott D. Sandell General Partner

M. James Barrett

Peter J. Barris

Scott D. Sandell

NEW ENTERPRISE ASSOCIATES 13, L.P.

By: NEA PARTNERS 13, L.P. General Partner

By: NEA 13 GP, LTD General Partner

By: *

Scott D. Sandell

Director

NEA PARTNERS 13, L.P.

By: NEA 13 GP, LTD General Partner

By: *

Scott D. Sandell

Director

Field: Page; Sequence: 20

Field: /Page

CUSIP No. 38000Q102 13D Page 12 of 16 Pages

NEA 13 GP, LTD

By: *

Scott D. Sandell

Director

M. James Barrett

Peter J. Barris

Forest Baskett

Ryan D. Drant

Patrick J. Kerins

Krishna S. Kolluri

David M. Mott

Scott D. Sandell

Ravi Viswanathan

Harry R. Weller

*/s/ Louis S. Citron

Louis S. Citron

As attorney-in-fact

This Amendment No. 1 to Schedule 13D was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

Field: Page; Sequence: 21

Field: /Page

CUSIP No. 38000Q102 13D Page 13 of 16 Pages

EXHIBIT 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of GlycoMimetics, Inc.

EXECUTED this 10 th day of February, 2023.

NEW ENTERPRISE ASSOCIATES 10,

LIMITED PARTNERSHIP

By: NEA PARTNERS 10, LIMITED PARTNERSHIP General Partner

By: * Scott D. Sandell General Partner

NEA PARTNERS 10, LIMITED PARTNERSHIP

By: * Scott D. Sandell General Partner

M. James Barrett

Peter J. Barris

Scott D. Sandell

NEW ENTERPRISE ASSOCIATES 13, L.P.

By: NEA PARTNERS 13, L.P. General Partner

By: NEA 13 GP, LTD General Partner

By: *

Scott D. Sandell

Director

NEA PARTNERS 13, L.P.

By: NEA 13 GP, LTD General Partner

By: *

Scott D. Sandell

Director

Field: Page; Sequence: 22

Field: /Page

CUSIP No. 38000Q102 13D Page 14 of 16 Pages

NEA 13 GP, LTD

By: *

Scott D. Sandell

Director

M. James Barrett

Peter J. Barris

Forest Baskett

Ryan D. Drant

Patrick J. Kerins

Krishna S. Kolluri

David M. Mott

Scott D. Sandell

Ravi Viswanathan

Harry R. Weller

*/s/ Louis S. Citron

Louis S. Citron

As attorney-in-fact

This Agreement relating to Schedule 13D was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.

Field: Page; Sequence: 23

Field: /Page

CUSIP No. 38000Q102 13D Page 15 of 16 Pages

EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.

/s/ M. James Barrett

M. James Barrett

/s/ Peter J. Barris

Peter J. Barris

/s/ Forest Baskett

Forest Baskett

/s/ Ali Behbahani

Ali Behbahani

/s/ Colin Bryant

Colin Bryant

/s/ Carmen Chang

Carmen Chang

/s/ Anthony A. Florence, Jr.

Anthony A. Florence, Jr.

/s/ Carol G. Gallagher

Carol G. Gallagher

/s/ Dayna Grayson

Dayna Grayson

/s/ Patrick J. Kerins

Patrick J. Kerins

/s/ P. Justin Klein

P. Justin Klein

Field: Page; Sequence: 24

Field: /Page

CUSIP No. 38000Q102 13D Page 16 of 16 Pages

/s/ Vanessa Larco

Vanessa Larco

/s/ Joshua Makower

Joshua Makower

/s/ Mohamad H. Makhzoumi

Mohamad H. Makhzoumi

/s/ Edward T. Mathers

Edward T. Mathers

/s/ David M. Mott

David M. Mott

/s/ Sara M. Nayeem

Sara M. Nayeem

/s/ Jason R. Nunn

Jason R. Nunn

/s/ Gregory Papadopoulos

Gregory Papadopoulos

/s/ Chetan Puttagunta

Chetan Puttagunta

/s/ Jon Sakoda

Jon Sakoda

/s/ Scott D. Sandell

Scott D. Sandell

/s/ A. Brooke Seawell

A. Brooke Seawell

/s/ Peter W. Sonsini

Peter W. Sonsini

/s/ Melissa Taunton

Melissa Taunton

/s/ Frank M. Torti

Frank M. Torti

/s/ Ravi Viswanathan

Ravi Viswanathan

/s/ Paul E. Walker

Paul E. Walker

/s/ Rick Yang

Rick Yang

AI Terminal

More from CRESCENT BIOPHARMA, INC.

Talk to a Data Expert