UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
GlycoMimetics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
38000Q102
(CUSIP Number)
October 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
*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 the disclosures provided in a prior cover page.
The information required in 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).
| CUSIP No. 38000Q102 |
| |
| 1 |
Names of Reporting Persons
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RA Capital Management, L.P.
|
| 2 |
Check the Appropriate Box if
a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 |
Sole Voting Power
0
|
| 6 |
Shared Voting Power
6,383,000
|
| 7 |
Sole Dispositive Power
0
|
| 8 |
Shared Dispositive Power
6,383,000
|
| 9 |
Aggregate Amount Beneficially
Owned by Each Reporting Person
6,383,000
|
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11 |
Percent of Class Represented
by Amount in Row (9)
9.9%
|
| 12 |
Type of Reporting Person (See
Instructions)
IA, PN
|
| |
|
|
|
| CUSIP No. 38000Q102 |
| |
| 1 |
Names of Reporting Persons
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter Kolchinsky
|
| 2 |
Check the Appropriate Box if
a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 |
Sole Voting Power
0
|
| 6 |
Shared Voting Power
6,383,000
|
| 7 |
Sole Dispositive Power
0
|
| 8 |
Shared Dispositive Power
6,383,000
|
| 9 |
Aggregate Amount Beneficially
Owned by Each Reporting Person
6,383,000
|
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11 |
Percent of Class Represented
by Amount in Row (9)
9.9%
|
| 12 |
Type of Reporting Person (See
Instructions)
HC, IN
|
| |
|
|
|
| CUSIP No. 38000Q102 |
| |
| 1 |
Names of Reporting Persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rajeev Shah
|
| 2 |
Check the Appropriate Box if
a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 |
Sole Voting Power
0
|
| 6 |
Shared Voting Power
6,383,000
|
| 7 |
Sole Dispositive Power
0
|
| 8 |
Shared Dispositive Power
6,383,000
|
| 9 |
Aggregate Amount Beneficially
Owned by Each Reporting Person
6,383,000
|
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11 |
Percent of Class Represented
by Amount in Row (9)
9.9%
|
| 12 |
Type of Reporting Person (See
Instructions)
HC, IN
|
| |
|
|
|
| CUSIP No. 38000Q102 |
| |
| 1 |
Names of Reporting Persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RA Capital Healthcare Fund, L.P.
|
| 2 |
Check the Appropriate Box if
a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
Sole Voting Power
0
|
| 6 |
Shared Voting Power
6,383,000
|
| 7 |
Sole Dispositive Power
0
|
| 8 |
Shared Dispositive Power
6,383,000
|
| 9 |
Aggregate Amount Beneficially
Owned by Each Reporting Person
6,383,000
|
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11 |
Percent of Class Represented
by Amount in Row (9)
9.9%
|
| 12 |
Type of Reporting Person (See
Instructions)
PN
|
| |
|
|
|
| Item 1(a). |
Name of Issuer: |
GlycoMimetics, Inc. (the “Issuer”)
| Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
9708 Medical Center Drive, Rockville, MD 20850
| Item 2(a). |
Names of Persons Filing: |
The names of the persons filing this
report (collectively, the “Reporting Persons”) are:
RA Capital Management, L.P. (“RA
Capital”)
Peter Kolchinsky
Rajeev Shah
RA Capital Healthcare Fund, L.P. (the
“Fund”)
| Item 2(b). |
Address of Principal Business Office or, if None, Residence: |
The address of the principal business
office of each of the Reporting Persons is:
c/o RA Capital Management, L.P., 200
Berkeley Street, 18th Floor, Boston MA 02116
RA Capital and the Fund are Delaware
limited partnerships.
Dr. Kolchinsky and Mr. Shah are United
States citizens.
| Item 2(d). |
Title of Class of Securities: |
Common Stock, par value $0.001 per
share (“Common Stock”)
38000Q102
| Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
The information required by this item
with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership
percentages reported are based upon 64,483,958 shares of Common Stock outstanding as of August 7, 2024, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 8, 2024.
The Fund directly holds 6,383,000
shares of Common Stock.
RA Capital Healthcare Fund GP, LLC
is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr.
Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes
of Section 13(d) of the Securities Exchange Act of 1934, as amended (“Act”), of any securities of the Issuer held
by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the
Fund’s portfolio, including the shares of the Issuer’s Common Stock reported herein. Because the Fund has divested voting
and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days’ notice, the
Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act and therefore disclaims any obligation
to report ownership of the reported securities under Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah
may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital.
RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G other than for
the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G shall not be deemed
an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
| Item 5. |
Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ¨
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. |
Notice of Dissolution of Group. |
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
Exhibit List
SIGNATURE
After reasonable inquiry and to the best of its
or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated: November 6, 2024
RA CAPITAL MANAGEMENT, L.P.
| By: |
/s/ Peter Kolchinsky |
|
| |
Name: |
Peter Kolchinsky |
|
| |
Title: |
Authorized Signatory |
|
PETER KOLCHINSKY
RAJEEV SHAH
RA CAPITAL HEALTHCARE FUND, L.P.
| By: |
RA Capital Healthcare Fund GP, LLC |
|
| Its: |
General Partner |
|
| |
|
|
| By: |
/s/ Peter Kolchinsky |
|
| |
Name: |
Peter Kolchinsky |
|
| |
Title: |
Manager |
|
EXHIBIT 1
AGREEMENT
This Joint Filing Agreement, dated as of November
6, 2024 is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing
are collectively referred to herein as the “Filers”).
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or
13D with respect to the Common Stock, par value $0.001 per share of GlycoMimetics, Inc. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby
agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby
further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of
notice as the Filers may mutually agree.
Executed and delivered as of the date first above written.
| RA CAPITAL MANAGEMENT, L.P. |
|
| |
|
| By: |
/s/ Peter Kolchinsky |
|
| |
Name: Peter Kolchinsky |
|
| |
Title: Authorized Signatory |
|
| |
|
| PETER KOLCHINSKY |
|
| |
|
| /s/ Peter Kolchinsky |
|
| |
|
| RAJEEV SHAH |
|
| |
|
| /s/ Rajeev Shah |
|
| |
|
| |
|
| RA CAPITAL HEALTHCARE FUND, L.P. |
|
| |
|
| By: |
RA Capital Healthcare Fund GP, LLC |
|
| Its: |
General Partner |
|
| |
|
| By: |
/s/ Peter Kolchinsky |
|
| |
Name: Peter Kolchinsky |
|
| |
Title: Manager |
|
Grafico Azioni GlycoMimetics (NASDAQ:GLYC)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni GlycoMimetics (NASDAQ:GLYC)
Storico
Da Nov 2023 a Nov 2024
