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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/24 Glycomimetics Inc. 10-K 12/31/23 75:6.8M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.73M 2: EX-10.13 Material Contract HTML 34K 3: EX-10.16 Material Contract HTML 41K 4: EX-10.20 Material Contract HTML 101K 5: EX-23.1 Consent of Expert or Counsel HTML 25K 9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 48K Awarded Compensation 6: EX-31.1 Certification -- §302 - SOA'02 HTML 27K 7: EX-31.2 Certification -- §302 - SOA'02 HTML 27K 8: EX-32.1 Certification -- §906 - SOA'02 HTML 25K 15: R1 Document and Entity Information HTML 91K 16: R2 Balance Sheets HTML 99K 17: R3 Balance Sheets (Parenthetical) HTML 41K 18: R4 Statements of Operations and Comprehensive Loss HTML 60K 19: R5 Statements of Stockholders' Equity HTML 66K 20: R6 Statements of Cash Flows HTML 83K 21: R7 Description of the Business HTML 24K 22: R8 Going Concern HTML 26K 23: R9 Summary of Significant Accounting Policies HTML 51K 24: R10 Net Loss Per Share of Common Stock HTML 33K 25: R11 Prepaid Expenses and Other Current Assets HTML 36K 26: R12 Accrued Expenses HTML 38K 27: R13 Operating Leases HTML 68K 28: R14 Stockholders' Equity HTML 31K 29: R15 Stock-based Compensation HTML 148K 30: R16 Income Taxes HTML 86K 31: R17 Research and License Agreements HTML 29K 32: R18 Employee Benefit Plan HTML 24K 33: R19 Subsequent Events HTML 24K 34: R20 Summary of Significant Accounting Policies HTML 88K (Policies) 35: R21 Summary of Significant Accounting Policies HTML 31K (Tables) 36: R22 Net Loss Per Share of Common Stock (Tables) HTML 31K 37: R23 Prepaid Expenses and Other Current Assets (Tables) HTML 37K 38: R24 Accrued Expenses (Tables) HTML 37K 39: R25 Operating Leases (Tables) HTML 68K 40: R26 Stock-based Compensation (Tables) HTML 136K 41: R27 Income Taxes (Tables) HTML 82K 42: R28 Going Concern (Details) HTML 28K 43: R29 Summary of Significant Accounting Policies - HTML 23K Segment Information (Details) 44: R30 Summary of Significant Accounting Policies - Fair HTML 35K Value Measurements (Details) 45: R31 Summary of Significant Accounting Policies - HTML 25K Impairment of Long-Lived Assets (Details) 46: R32 Summary of Significant Accounting Policies - HTML 28K Stock-Based Compensation (Details) 47: R33 Net Loss Per Common Share (Details) HTML 26K 48: R34 Prepaid Expenses and Other Current Assets - HTML 30K Summary of Prepaid Expenses and Other Current Assets (Details) 49: R35 Accrued Expenses - Summary of Accrued Expenses HTML 34K (Details) 50: R36 Operating Leases (Details) HTML 37K 51: R37 Operating Leases - Components of lease expense HTML 32K (Details) 52: R38 Operating Leases - Maturities of lease liability HTML 35K (Details) 53: R39 Operating Leases - Supplemental Information HTML 28K (Details) 54: R40 Stockholders' Equity (Details) HTML 41K 55: R41 Stock-based Compensation - Incentive Plans HTML 91K (Details) 56: R42 Stock-based Compensation - Company's Stock Option HTML 75K Activity (Details) 57: R43 Stock-based Compensation - Summary of RSU Activity HTML 54K (Details) 58: R44 Stock-based Compensation - Issuance of Shares to HTML 44K Directors in Lieu of Cash Compensation (Details) 59: R45 Stock-based Compensation - Inducement Plan HTML 80K (Details) 60: R46 Stock-based Compensation - Inducement Plan - Stock HTML 68K Option Activity (Details) 61: R47 Stock-based Compensation - Weighted-Average HTML 35K assumptions (Details) 62: R48 Stock-based Compensation - Stock-Based HTML 29K Compensation Expense (Details) 63: R49 Income Taxes - Schedule of Gross Deferred Tax HTML 56K Asset and Related Valuation Allowance (Detail) 64: R50 Income Taxes - NOLs and carryforwards (Detail) HTML 30K 65: R51 Income Taxes - Reconciliation Between Statutory HTML 36K Federal Income Tax Rate and Effective Income Tax Rate (Detail) 66: R52 Research and License Agreements (Details) HTML 34K 67: R53 Employee Benefit Plan (Detail) HTML 29K 68: R54 Subsequent Events (Details) HTML 25K 69: R55 Pay vs Performance Disclosure HTML 33K 70: R56 Insider Trading Arrangements HTML 31K 72: XML IDEA XML File -- Filing Summary XML 127K 75: XML XBRL Instance -- glyc-20231231x10k_htm XML 1.20M 71: EXCEL IDEA Workbook of Financial Report Info XLSX 111K 11: EX-101.CAL XBRL Calculations -- glyc-20231231_cal XML 129K 12: EX-101.DEF XBRL Definitions -- glyc-20231231_def XML 409K 13: EX-101.LAB XBRL Labels -- glyc-20231231_lab XML 978K 14: EX-101.PRE XBRL Presentations -- glyc-20231231_pre XML 749K 10: EX-101.SCH XBRL Schema -- glyc-20231231 XSD 131K 73: JSON XBRL Instance as JSON Data -- MetaLinks 381± 566K 74: ZIP XBRL Zipped Folder -- 0001558370-24-004013-xbrl Zip 499K
Exhibit 97.1
Incentive Compensation Recoupment Policy
The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of GlycoMimetics, Inc., a Delaware corporation (the “Company”), and the Board have determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Policy (this “Policy”) providing for the Company’s recoupment of Recoverable Incentive Compensation that is received by Covered Officers of the Company under certain circumstances. Certain capitalized terms used in this Policy have the meanings given to such terms in Section 3 below.
This Policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder (“Rule 10D-1”) and Nasdaq Listing Rule 5608 (the “Listing Standards”).
This Policy shall apply to all Incentive Compensation that is received by a Covered Officer on or after October 2, 2023 (the “Effective Date”). Incentive Compensation is deemed “received” in the Company’s fiscal period in which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of such Incentive Compensation occurs after the end of that period.
“Accounting Restatement” means an accounting restatement that the Company is required to prepare due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
“Accounting Restatement Date” means the earlier to occur of (a) the date that the Board, a committee of the Board authorized to take such action, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (b) the date that a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
“Administrator” means the Compensation Committee or, in the absence of such committee, the Board.
“Code” means the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
“Covered Officer” means each current and former Executive Officer.
“Exchange” means the Nasdaq Stock Market.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers of the Company’s parent(s) or subsidiaries are deemed executive officers of the Company if they perform such policy-making functions for the Company. Policy-making function is not intended to include policy-making functions that are not significant. Identification of an executive officer for purposes of this Policy would include at a minimum executive officers identified pursuant to Item 401(b) of Regulation S-K promulgated under the Exchange Act.
“Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures, including Company stock price and total stockholder return (“TSR”). A measure need not be presented in the Company’s financial statements or included in a filing with the SEC in order to be a Financial Reporting Measure.
“Incentive Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
“Lookback Period” means the three completed fiscal years immediately preceding the Accounting Restatement Date, as well as any transition period (resulting from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years (except that a transition period of at least nine months shall count as a completed fiscal year). Notwithstanding the foregoing, the Lookback Period shall not include fiscal years completed prior to the Effective Date.
“Recoverable Incentive Compensation” means Incentive Compensation received by a Covered Officer during the Lookback Period that exceeds the amount of Incentive Compensation that would have been received had such amount been determined based on the Accounting Restatement, computed without regard to any taxes paid (i.e., on a gross basis without regard to tax withholdings and other deductions). For any compensation plans or programs that take into account Incentive Compensation, the amount of Recoverable Incentive Compensation for purposes of this Policy shall include, without limitation, the amount contributed to any notional account based on Recoverable Incentive Compensation and any earnings to date on that notional amount. For any Incentive Compensation that is based on stock price or TSR, where the Recoverable Incentive Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the Administrator will determine the amount of Recoverable Incentive Compensation based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or TSR upon which the Incentive Compensation was received. The Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange in accordance with the Listing Standards.
“SEC” means the U.S. Securities and Exchange Commission.
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Except as specifically set forth herein, this Policy shall be administered by the Administrator. The Administrator shall have full and final authority to make any and all determinations required under this Policy. Any determination by the Administrator with respect to this Policy shall be final, conclusive and binding on all interested parties and need not be uniform with respect to each individual covered by this Policy. In carrying out the administration of this Policy, the Administrator is authorized and directed to consult with the full Board or such other committees of the Board as may be necessary or appropriate as to matters within the scope of such other committee’s responsibility and authority. Subject to applicable law, the Administrator may authorize and empower any officer or employee of the Company to take any and all actions that the Administrator, in its sole discretion, deems necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).
If any provision of this Policy or the application of any such provision to a Covered Officer shall be adjudicated to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Policy, and the invalid, illegal or unenforceable provisions shall be deemed amended to the minimum extent necessary to render any such provision or application enforceable.
Nothing contained in this Policy, and no recoupment or recovery as contemplated herein, shall limit any claims, damages or other legal remedies the Company or any of its affiliates may have against a Covered Officer arising out of or resulting from any actions or omissions by the Covered Officer. This Policy does not preclude the Company from taking any other action to enforce a Covered Officer’s obligations to the Company, including, without limitation, termination of employment and/or institution of civil proceedings. This Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 (“SOX 304”) that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer and to any other compensation recoupment policy and/or similar provisions in any employment, equity plan, equity award, or other individual agreement, to which the Company is a party or which the Company has adopted or may adopt and maintain from time to time; provided, however, that compensation recouped pursuant to this Policy shall not be duplicative of compensation recouped pursuant to SOX 304 or any such compensation recoupment policy and/or similar provisions in any such employment, equity plan, equity award, or other individual agreement except as may be required by law.
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The Administrator may amend, terminate or replace this Policy or any portion of this Policy at any time and from time to time in its sole discretion. The Administrator shall amend this Policy as it deems necessary to comply with applicable law or any Listing Standard.
This Policy shall be binding and enforceable against all Covered Officers and, to the extent required by Rule 10D-1 and/or the applicable Listing Standards, their beneficiaries, heirs, executors, administrators or other legal representatives.
10.Required Filings
The Company shall make any disclosures and filings with respect to this Policy that are required by law, including as required by the SEC.
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GlycoMimetics, Inc.
Incentive Compensation Recoupment Policy
Form of Executive Acknowledgment
I, the undersigned, agree and acknowledge that I am bound by, and subject to, the GlycoMimetics, Inc. Incentive Compensation Recoupment Policy, as may be amended, restated, supplemented or otherwise modified from time to time (the “Policy”). In the event of any inconsistency between the Policy and the terms of any employment agreement, offer letter or other individual agreement with GlycoMimetics, Inc. (the “Company”) to which I am a party, or the terms of any compensation plan, program or agreement, whether or not written, under which any compensation has been granted, awarded, earned or paid to me, the terms of the Policy shall govern.
In the event that the Administrator (as defined in the Policy) determines that any compensation granted, awarded, earned or paid to me must be forfeited or reimbursed to the Company pursuant to the Policy, I will promptly take any action necessary to effectuate such forfeiture and/or reimbursement. I further agree and acknowledge that I am not entitled to indemnification, and hereby waive any right to advancement of expenses, in connection with any enforcement of the Policy by the Company.
Agreed and Acknowledged:
Name:
Title:
Date:
This ‘10-K’ Filing | Date | Other Filings | ||
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Filed on: | 3/27/24 | None on these Dates | ||
For Period end: | 12/31/23 | |||
10/2/23 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/24 Glycomimetics Inc. S-8 3/27/24 4:174K Toppan Merrill Bridge/FA |