Form 8-K - Current report

0001698530false00016985302024-08-132024-08-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 15, 2024

____________________

EXICURE, INC.

(Exact name of Registrant as specified in its charter)

____________________

Delaware			001-39011			81-5333008
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

2430 N. Halsted St.

Chicago, IL 60614

(Address of principal executive offices)

Registrant’s telephone number, including area code: [phone]

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

XCUR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

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Item 8.01    Other Events.

Exicure, Inc. (Nasdaq: XCUR, the "Company") announced today that its Special Meeting of Stockholders (the "Special Meeting") scheduled for and convened on August 15, 2024 has been adjourned for the purpose of soliciting additional votes with respect to the proposal described in the Company's definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission (the "SEC") on July 30, 2024.

The presence, in person, by remote communication or by proxy, of the holders of a majority of the outstanding shares of stock entitled to vote constitutes a quorum. There was less than the required majority represented at the Special Meeting, so a quorum did not exist. At the time the Special Meeting was adjourned, proxies had been submitted by stockholders representing approximately 49.4% of the outstanding shares of stock entitled to vote.

The Special Meeting will be reconvened on August 19, 2024 at 9:00 a.m. Central Time and will continue to be held virtually and exclusively online via live audio-only webcast at www.virtualshareholdermeeting.com/XCUR2024SM.

The record date for determination of stockholders entitled to vote at the reconvened Special Meeting remains July 26, 2024.

Proxies previously submitted in respect of the Special Meeting will be voted at the adjourned Special Meeting unless properly revoked, and stockholders who have previously submitted a proxy or otherwise voted need not take any action.

Stockholders who have not yet voted are encouraged to vote as soon as possible via the Internet at www.proxyvote.com or by phone at 1-800-690-6903. You will be asked to provide the control number from your proxy card and follow the instructions.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received these proxy materials and a voting instructions from that organization rather than from us. Simply follow the instructions to ensure that your vote is counted.

Item 9.01    Financial Statements and Exhibits.

Exhibit No.						Description
99.1						Press release dated August 15, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 15, 2024			EXICURE, INC.
			By:			/s/ Paul Kang
						Paul Kang
						Chief Executive Officer

			Exhibit 99.1

Exicure, Inc. Announces Adjournment of Special Meeting and Information for Reconvened Special Meeting

CHICAGO, IL — August 15, 2024 — Exicure, Inc. (Nasdaq: XCUR, the "Company"), announced today that its Special Meeting of Stockholders (the "Special Meeting") scheduled for and convened on August 15, 2024 has been adjourned for the purpose of soliciting additional votes with respect to the proposal described in the Company's definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission (the "SEC") on July 30, 2024.

The presence, in person, by remote communication or by proxy, of the holders of a majority of the outstanding shares of stock entitled to vote constitutes a quorum. There was less than the required majority represented at the Special Meeting, so a quorum did not exist. At the time the Special Meeting was adjourned, proxies had been submitted by stockholders representing approximately 49.4% of the outstanding shares of stock entitled to vote.

The Special Meeting will be reconvened on August 19, 2024 at 9:00 a.m. Central Time and will continue to be held virtually and exclusively online via live audio-only webcast at www.virtualshareholdermeeting.com/XCUR2024SM.

The record date for determination of stockholders entitled to vote at the reconvened Special Meeting remains July 26, 2024.

Proxies previously submitted in respect of the Special Meeting will be voted at the adjourned Special Meeting unless properly revoked, and stockholders who have previously submitted a proxy or otherwise voted need not take any action.

Stockholders who have not yet voted are encouraged to vote as soon as possible via the Internet at www.proxyvote.com or by phone at 1-800-690-6903. You will be asked to provide the control number from your proxy card and follow the instructions.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received these proxy materials and a voting instructions from that organization rather than from us. Simply follow the instructions to ensure that your vote is counted.

About Exicure

Exicure, Inc. has historically been an early-stage biotechnology company focused on developing nucleic acid therapies targeting ribonucleic acid against validated targets. Following its recent restructuring and suspension of clinical and development activities, the Company is exploring strategic alternatives to maximize stockholder value, both with respect to its historical biotechnology assets and more broadly. For further information, see www.exicuretx.com.

Media Contact:

Josh Miller

847-673-1700

[e-mail]

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1

Cover	Aug. 13, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 15, 2024
Entity Registrant Name	EXICURE, INC.
Entity Central Index Key	0001698530
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39011
Entity Tax Identification Number	81-5333008
Entity Address, Address Line One	2430 N. Halsted St.
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60614
City Area Code	847
Local Phone Number	673-1700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	XCUR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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