Form 8-K - Current report

0001698530false00016985302024-11-122024-11-12

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): December 17, 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

 

---

Item 8.01    Other Events.

As previously disclosed, on June 20, 2024, Exicure Inc. (the “Company”) was notified by The Nasdaq Stock Market LLC (“Nasdaq”) that the Company no longer satisfied the minimum $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market (the “Equity Requirement”). The Company’s stockholders’ deficit as of March 31, 2024, was $2.2 million. The Company thereafter presented its plan to regain compliance with the Equity Requirement to a Nasdaq Hearings Panel (the “Panel”), subsequent to which the Panel ultimately granted the Company an extension through December 17, 2024 to do so.

In its effort to regain compliance with the Equity Requirement, the Company has completed the following transactions:

•On November 12, 2024, the Company executed a common stock purchase agreement with HiTron Systems Inc. (“HiTron”), pursuant to which the Company agreed to issue and sell to HiTron 433,000 shares (the “Initial Shares”) of the Company’s common stock at a purchase price of $3.00 per share (the “Initial Purchase”). The Initial Purchase closed on November 21, 2024, and the Company received net proceeds of $1.3 million.

•On November 13, 2024, in a subsequent common stock purchase agreement, the Company agreed to sell and issue to HiTron 2,900,000 additional shares of common stock (the “Subsequent Shares” and together with the Initial Shares, the “Shares”), for $8.7 million, at a purchase price of $3.00 per share (the “Subsequent Purchase”). The issuance of the Subsequent Shares was approved by the Company’s stockholders at a special shareholder meeting on December 17, 2024.

•On December 9, 2024, the Company executed a common stock purchase agreement with SangSangIn Investment & Securities Co., Ltd. (“SangSang”), pursuant to which the Company agreed to issue and sell to SangSang 433,332 shares of the Company’s common stock at a purchase price of $4.61 per share, which closed on December 12, 2024. The Company received net proceeds of approximately $2 million.

As set forth in the pro forma balance sheet attached hereto as Exhibit 99.1, as a result of the above transactions, the Company’s stockholders’ equity as of the date of this filing is approximately $4.3 million. The Company awaits Nasdaq’s confirmation that it has evidenced compliance with the Equity Requirement.

---

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Company and the Share Repurchase Program. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. For a discussion of other risks and uncertainties, and other important factors, any of which could cause the Company’s actual results to differ from those contained in the forward-looking statements, see the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2023, as updated by the Company’s subsequent reports and filings with the Securities and Exchange Commission. All information in this Current Report on Form 8-K is as of the date of the filing hereof, and the Company undertakes no duty to update this information or to publicly announce the results of any revisions to any of such statements to reflect future events or developments, except as required by law.

Item 9.01    Financial Statements and Exhibits.

Exhibit No.						Description
99.1						Pro Forma Balance Sheet, dated December 17, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

---

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: December 17, 2024			EXICURE, INC.
			By:			/s/ Paul Kang
						Paul Kang
						Chief Executive Officer

Exhibit 99.1

EXICURE, INC.

UNAUDITED PROFORMA CONSOLIDATED BALANCE SHEETS

(in thousands)

			October 31, 2024 (Unaudited)						December 17, 2024 (Pro Forma)
ASSETS
Current assets:
Cash and cash equivalents			$	597					$	3,574
Other receivable			800						921
Prepaid expenses and other current assets			929						889
Total current assets			2,326						5,384
Property and equipment, net			31						29
Right-of-use asset			5,858						5,790
Other noncurrent assets			1,948						1,709
Total assets			$	10,163					$	12,912
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable			1,267						1,261
Accrued expenses and other current liabilities			2,354						2,080
Total current liabilities			3,621						3,341
Lease liability, noncurrent			5,358						5,286
Total liabilities			8,979						8,627
Commitments and Contingencies
Stockholders’ equity:
Preferred stock, $0.0001 par value per share			—						—
Common stock, $0.0001 par value per share			—						—
Additional paid-in capital			193,627						196,925
Accumulated deficit			(192,443)						(192,640)
Total stockholders' equity			1,184						4,285
Total liabilities and stockholders’ equity			$	10,163					$	12,912

1

Cover	Nov. 12, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 17, 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

---