Item 2.02 Results of Operations and Financial Condition.
On August 5, 2021, GlycoMimetics, Inc. (the "Company") issued a press release
announcing its financial results for the second quarter ended June 30, 2021. A
copy of this press release is furnished herewith as Exhibit 99.1 to this Current
Report and is incorporated herein by reference.
In accordance with General Instruction B.2. of Form 8-K, the information in this
Item 2.02, and Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liability of that section, nor shall it be
deemed incorporated by reference in any of the Company's filings under the
Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act,
whether made before or after the date hereof, regardless of any incorporation
language in such a filing, except as expressly set forth by specific reference
in such a filing.
Item 5.02Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) (e)Retirement of Rachel King as President and Chief Executive Officer
On July 30, 2021, Rachel K. King, President and Chief Executive Officer of the
Company, notified the Board of Directors of the Company (the "Board") of her
decision to retire from those positions, effective as of August 6, 2021. Mrs.
King will remain as an employee of the Company until August 31, 2021.
Following her retirement, Mrs. King will continue to serve on the Board, which
will constitute Continuous Service under the Company's 2013 Equity Incentive
Plan (the "2013 Plan") for purposes of continued vesting of her stock options.
She will receive the same compensation as the other non-employee members of the
Board under the Company's policy for compensation of non-employee directors,
which was filed as Exhibit 10.14 to the Company's Form 10-K for the year ended
December 31, 2020.
On August 3, 2021, the Company and Mrs. King entered into a consulting agreement
under which she will continue to provide services to the Company as requested,
up to 20 hours per week, through August 31, 2022. In consideration for such
services, Mrs. King will receive a monthly consulting fee of $23,304.17 per
month. Mrs. King will not receive the second half of the retention bonus awarded
in September 2019 that she would have been entitled to receive in September
2021.
(c)(d)(e)Appointment of Harout Semerjian as President and Chief Executive
Officer
On August 2, 2021, the Board appointed Harout Semerjian as the Company's
President and Chief Executive Officer, effective as of August 6, 2021. In
connection with Mr. Semerjian's appointment as President and Chief Executive
Officer, on August 2, 2021 the Board also expanded the authorized size of the
Board from seven to eight members and appointed Mr. Semerjian to fill the newly
created vacancy, to be effective concurrently with the effectiveness of his
appointment as President and Chief Executive Officer.
Mr. Semerjian will serve in the class of directors whose term will expire at the
Company 2022 Annual Meeting of Stockholders. The Company does not expect that
Mr. Semerjian will be named as a member of any committees of the Board. There is
no arrangement or understanding between Mr. Semerjian and any other person
pursuant to which he was selected as an officer or director of the Company.
There are no related party transactions between Mr. Semerjian and the Company
that would require disclosure under Item 404(a) of Regulation S-K, and there is
no family relationship between Mr. Semerjian and any of the Company's other
directors or executive officers.
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Additional biographical information about Mr. Semerjian is set forth below:
Harout Semerjian, age 50, served as President and Chief Executive Officer of
Immunomedics, Inc., a pharmaceutical company, from April 2020 to May 2020. He
has most recently been working as an independent advisor serving private equity
firms focused on healthcare. From March 2018 to April 2020, he served as
Executive Vice President, Chief Commercial Officer at Ipsen Pharma, where he was
accountable for the worldwide commercialization and portfolio strategy across
oncology, neurosciences and rare diseases. From February 2017 to February 2018,
he served as Ipsen's President, Head of Specialty Care International Region &
Global Franchises. Mr. Semerjian previously spent 16 years at Novartis Oncology,
where he held various worldwide strategic and operational positions, culminating
in his last role as Senior Vice President, Global Head for Ribociclib,
accountable for worldwide launch preparations. During his tenure at Novartis,
Mr. Semerjian worked on numerous launches and commercial activities for various
therapies, including Gleevec, Tasigna, Exjade/Jadenu, Promacta, Zometa, and
Femara. Mr. Semerjian holds an M.B.A. from Cornell University, an M.B.A. from
Queen's University, Canada, and a B.S. in Biology from the Lebanese American
University in Lebanon.
The Company has entered into an employment agreement with Mr. Semerjian (the
"Employment Agreement"), effective as of August 3, 2021 (the "Effective Date"),
pursuant to which Mr. Semerjian will become President and Chief Executive
Officer as of August 6, 2021. He will receive an annual base salary of $595,000
per year, subject to review and adjustment from time to time by the Board in its
sole discretion. The Company will also pay Mr. Semerjian a sign-on bonus of
$200,000 in two installments, less applicable tax withholdings. The first
installment will be paid within 30 days of the Effective Date, and the second
installment will be paid on the first anniversary of the Effective Date, subject
to Mr. Semerjian remaining employed by the Company as of that date. In the event
that Mr. Semerjian resigns without "good reason" or is terminated for "cause"
(as such terms are defined in the Employment Agreement), he would be obligated
to repay to the Company a prorated portion of the applicable installment of the
sign-on bonus.
Mr. Semerjian will be eligible to receive a target annual bonus per calendar
year in an amount equal to 55% of his annual base salary, subject to the
discretion of the Board. For 2021, his bonus will be prorated based on the
number of days during the calendar year in which he is employed by the Company.
Mr. Semerjian is also eligible to participate in the Company's employee and
executive benefit plans and programs as may be maintained by the Company from
time to time.
The Employment Agreement provides for an employment term of four (4) years from
the Effective Date. Unless the Company gives notice of its intent not to renew,
or Mr. Semerjian gives written notice to the Company of his determination not to
renew, in any case at least one year prior to the fourth anniversary of the
Effective Date, the Employment Agreement shall be renewed for one year from that
anniversary. Thereafter, unless the Company or Mr. Semerjian gives written
notice of determination not to renew at least one year prior to the next
succeeding anniversary of the Effective Date, the Employment Agreement shall be
renewed for one year from that anniversary.
In addition, and pursuant to the terms of the Employment Agreement, on August 3,
2021 (the "Grant Date"), the Board approved the grant of options (the "Option
Grants") to Mr. Semerjian to purchase shares of the Company's common stock, par
value $0.001 per share (the "Common Stock") as follows: (a) an option to
purchase 1,098,400 shares, subject to vesting as to 25% of the underlying shares
on August 3, 2022 and as to the remaining underlying shares in equal monthly
installments over 36 months thereafter, subject to Mr. Semerjian's continued
service through each such vesting date, and (b) an option to purchase 549,200
shares, one-half of which will vest upon FDA approval of the Company's product
. . .
Item 7.01Regulation FD Disclosure.
On August 4, 2021, the Company issued a press release announcing Mrs. King's
retirement and Mr. Semerjian's appointment. A copy of this press release is
furnished herewith as Exhibit 99.2 to this Current Report. The information
contained in the press release furnished as Exhibit 99.2 shall not be deemed
"filed" for purposes of Section 18 of the Exchange Act and is not incorporated
by reference into any of the Company's filings under the Securities Act or the
Exchange Act, whether made before or after the date hereof, except as shall be
expressly set forth by specific reference in any such filing.
Item 8.01 Other Events.
On August 2, 2021, the Compensation Committee of the Board adopted an amendment
to the GlycoMimetics, Inc. Inducement Plan (the "Inducement Plan") to increase
the number of shares of Common Stock reserved for issuance under the Inducement
Plan from 500,000 shares to 2,000,000 shares, subject to adjustment for stock
dividends, stock splits, or other changes in the Common Stock or capital
structure. The Option Grants to Mr. Semerjian described above were granted from
the Inducement Plan.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Exhibit Description
99.1 Press Release, dated August 5, 2021, "GlycoMimetics Reports
Highlights and Financial Results for Second Quarter 2021"
99.2 Press Release, dated August 4, 2021, "GlycoMimetics Names Harout
Semerjian as New Chief Executive Officer to Succeed Retiring CEO
Rachel King."
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document)
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