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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Exicure Inc | NASDAQ:XCUR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.049 | 13.96% | 0.40 | 0.4095 | 0.45 | 0.47 | 0.351 | 0.36 | 341,223 | 00:59:59 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
EXICURE, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
30205M200
(CUSIP Number)
Kyungwon Oh
Chief Executive Officer
CBI USA, Inc. and DGP Co., Ltd.
c/o Baker & Hostetler LLP
One North Wacker Drive, Suite 4500
Chicago, IL 60606-2841
Attention: Jonathan Park
(312) 416-6200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 29, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box: ☐
The information required on 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).
SCHEDULE 13D
CUSIP No. 30205M200
1. |
Names of Reporting Persons
CBI USA, Inc. | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
WC, AF | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
Not Applicable | |||||
6. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
818,299 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
818,299 | |||||
10. | Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
818,299 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11)
9.5%(1) | |||||
14. | Type of Reporting Person
CO |
(1) | Percentage ownership based on 8,648,307 shares outstanding as reported in the Companys Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2023. |
CUSIP No. 30205M200
1. |
Names of Reporting Persons
DGP Co., Ltd. | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
BK | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
Not Applicable | |||||
6. | Citizenship or Place of Organization
Republic of Korea |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
3,060,000 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
3,060,000 | |||||
10. | Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,060,000 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11)
35.4%(1) | |||||
14. | Type of Reporting Person
CO |
(1) | Percentage ownership based on 8,648,307 shares outstanding as reported in the Companys Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2023. |
SCHEDULE 13D
This Amendment No. 11 (Amendment No. 11), being filed jointly by CBI USA, Inc. (CBI USA) and DGP Co., Ltd. (DGP, and together with CBI USA, the Reporting Persons), amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the SEC) on June 1, 2022 (the Initial Schedule 13D and together with Amendment No. 1 thereto filed with the SEC on October 31, 2022 (Amendment No. 1), Amendment No. 2 thereto filed with the SEC on December 5, 2022 (Amendment No. 2), Amendment No. 3 thereto filed with the SEC on December 19, 2022 (Amendment No. 3), Amendment No. 4 thereto filed with the SEC on January 23, 2023 (Amendment No. 4), Amendment No. 5 thereto filed with the SEC on February 13, 2023 (Amendment No. 5), Amendment No. 6 thereto filed with the SEC on March 3, 2023 (Amendment No. 6), Amendment No. 7 thereto filed with the SEC on May 1, 2023 (Amendment No. 7), Amendment No. 8 thereto filed with the SEC on May 17, 2023 (Amendment No. 8), Amendment No. 9 thereto filed with the SEC on June 28, 2023 (Amendment No. 9), and Amendment No. 10 thereto filed with the SEC on August 8, 2023 (Amendment No. 10), the Schedule 13D) by CBI USA, and, with respect to Amendment No. 9 and Amendment No. 10, DGP, with respect to the Common Stock, par value $0.0001 per share, of Exicure, Inc. (Exicure or the Company). This Amendment No. 11 amends Items 4, 5, 6, and 7 to the extent set forth below.
Item 4. Purpose of the Transaction
Item 4 is supplemented as follows:
The Reporting Persons believe that, as a result of the changes to the composition of the Companys board of directors in August and September of 2023, the board appropriately represents their interests as substantial stockholders and the interests of all stockholders of the Company. At this time, the Reporting Persons expect to continue to work with the board to seek financing and attempt to cure outstanding deficiencies with Nasdaq listing requirements and SEC reporting requirements.
Item 5. Interest in Securities of the Issuer
Item 5 is supplemented as follows:
On February 29, 2024, in connection with the DGP Sale (as reported in Item 6), DGP transferred its interest in 340,000 shares of Common Stock to OverdigmK. As a result, as of February 29, 2024, DGP beneficially owns (with sole voting power) 3,060,000 shares of Common Stock representing 35.4% of the outstanding shares of Common Stock, and CBI USA beneficially owns (with sole voting and dispositive power) 818,299 shares of Common Stock representing 9.5% of the outstanding shares of Common Stock. The Reporting Persons as a group beneficially own 44.8% of the outstanding shares of Common Stock as of such date. The percentage ownerships are based on 8,648,307 shares outstanding as reported in the Companys Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2023.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is supplemented as follows:
On February 29, 2024, DGP and OverdigmK Co., Ltd., a Republic of Korea listed company (OverdigmK), entered into a stock purchase agreement (the DGP Sale Agreement), a translated copy of which is attached hereto as an Exhibit, pursuant to which DGP agreed to sell all of its 3,400,000 shares of Common Stock to OverdigmK for a total consideration of 6 billion Korean Won (equal to $1.32 per share as of February 29, 2024), with 10% of the sale closing on such date and the remaining 90% of the sale to close by or on June 30, 2024 (the DGP Sale).
On the same date, in connection with the DGP Sale, the Reporting Persons entered into a stock loan agreement (the Loan Agreement), a translated copy of which is attached hereto as an Exhibit, pursuant to which CBI USA loaned 340,000 shares of Common Stock to DGP (the Stock Loan, and such loaned shares, the Loaned CBI USA Shares). For administrative reasons to facilitate a timely initial closing, DGP initially delivered the Loaned CBI USA Shares to OverdigmK in exchange for 10% of the total consideration, and the Reporting Persons plan to settle the Stock Loan when OverdigmK pays the remaining 90% of the total consideration by or on June 30, 2024.
Item 7. Material to be Filed as Exhibits.
Item 7 is supplemented by adding the following exhibits:
Exhibit No. | Name | |
1. | Stock Purchase Agreement of DGP* | |
2. | Stock Loan Agreement between the Reporting Persons* |
* | English language provisions are a translation. |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.
Date: March 4, 2024
CBI USA, INC. | ||
By: | /s/ Kyungwon Oh | |
Name: | Kyungwon Oh | |
Title: | Chief Executive Officer | |
DGP Co., Ltd. | ||
By: | /s/ Kyungwon Oh | |
Name: | Kyungwon Oh | |
Title: | Chief Executive Officer |
Exhibit 1
Stock Purchase Agreement
Article 1 (Purpose)
This Stock Purchase Agreement (the Agreement) is made between DGP Co., Ltd. (the Seller) and OverdigmK Co., Ltd. (the Purchaser) to clearly define the trust between the two parties in connection with the sale of the shares issued by Exicure, Inc. [NASDAQ: XCUR] (the Company) owned by the Seller to the Purchaser or any other persons designated by the Purchaser.
Article 2 (Number of Shares Transferred; Purchase Price)
(1) | The number of shares transferred shall be 3,400,000 shares of common stock of the Company (the Shares). |
(2) | The aggregate purchase price shall be Six Billion Korean Won (KRW 6,000,000,000) (the Purchase Price). |
Article 3 (Payment of Purchase Price; Share Transfer)
Purchaser shall pay the Purchase Price to Seller, and Seller shall transfer the Shares to Purchaser, in accordance with the following paragraphs:
(1) | Purchase Price : Purchaser shall make the payment of the Purchase Price to the account designated by Seller. |
1) | Initial Payment : Six Hundred Million Korean Won (KRW 600,000,000) shall be paid on February 29, 2024. |
2) | Balance Payment : Five Billion Four Hundred Million Korean Won (KRW 5,400,000,000) shall be paid by or on June 30, 2024. |
(2) | Share Transfer : After receiving the Initial Payment and the Balance Payment, Seller shall transfer to Purchaser the number of Shares proportional to the respective amounts. For the avoidance of doubt, the number of Shares to be transferred after the receipt of the Initial Payment is 340,000 shares of the Company. |
(3) | Payment Deadline Extension : Seller and Purchaser may mutually agree to extend the deadline for the payment of the Balance Payment by up to one (1) month. |
Article 4 (Termination)
In the event the Purchaser fails to pay the Balance Payment within the payment period specified in Article 3 of this Agreement, this Agreement shall be automatically terminated.
Article 5 (Miscellaneous)
(1) | The Shares being transferred hereunder are restricted securities within the meaning of applicable U.S. securities laws and may not be sold or transferred unless registered under U.S. securities laws or an exemption is available. The Purchaser understands and acknowledges that no registration is in effect with respect to any potential sale or transfer, and the exemption for resales provided by Rule 144 under the Securities Act of 1933 is not currently available. |
Therefore, the ability to sell or transfer the Shares will be very limited. The Purchaser agrees to the foregoing restrictions and will implement appropriate procedures to prevent the sale or transfer of the Shares in violation of applicable U.S. securities laws. |
(2) | In performing this Agreement, Seller and Purchaser shall cooperate with each other based on the principle of good faith and sincerity. |
(3) | Unless otherwise agreed, all taxes, public charges, and other costs arising in connection with this Agreement shall be borne by each party. |
(4) | Matters not provided for in this Agreement shall be governed by the laws of the Republic of Korea and other relevant regulations. |
In witness whereof, this Agreement is made in duplicate, signed and stamped by Seller and Purchaser, with a copy to each party.
2024. 02. 29.
(Seller) | ||||
Address |
: | 23, Geurintekeu-ro, Yeonggwang-eup, Yeonggwang-gun, Jeollanam-do, Republic of Korea 57024 | ||
Company Name | : | DGP CO., LTD. | ||
Signed By |
: | Kyungwon Oh, CEO (DGP corporate seal) | ||
(Purchaser) | ||||
Address |
: | 362-37, Toseong-ro, Hyangnam-eup, Hwaseong-si, Gyeonggi-do, Republic of Korea 18624 | ||
Company Name | : | OVERDIGMK CO., LTD. | ||
Signed by |
: | Cheolsu Kang, CEO (OverdigmK corporate seal) |
Exhibit 2
Stock Loan Agreement
CBI USA, INC. (CBI USA) and DGP CO., LTD. (DGP) have entered into this Stock Loan Agreement (the Agreement) and agree as follows:
- A G R E E M E N T -
1. | Lender : CBI USA |
2. | Borrower : DGP |
2. | Shares : 340,000 shares of common stock of EXICURE, INC. (XCUR) owned by CBI USA |
3. | Interest Rate : 4.6 % per annum |
(The interest shall be calculated based on the closing price of XCUR shares on the business day before the date of this Agreement, U.S. local time.)
4. | Maturity : June 30, 2024 |
5. | Covenant : On the date of this Agreement, CBI USA shall transfer the Shares being loaned to the below brokerage account of DGP. |
(Receiving Account : eBest Investment & Securities Co. Ltd., 206449534-01, DGP Co. Ltd.)
6. | Enclosure : Seal certificate of DGP; copy of Receiving Account |
The Shares being loaned hereunder are restricted securities within the meaning of applicable U.S. securities laws and may not be sold or transferred unless registered under U.S. securities laws or an exemption is available. The Borrower understands and acknowledges that no registration is in effect with respect to any potential sale or transfer, and the exemption for resales provided by Rule 144 under the Securities Act of 1933 is not currently available. Therefore, the ability to sell or transfer the Shares will be very limited.
Any matters not specified in this Agreement may be added or changed by mutual agreement of the parties.
In witness whereof, this Agreement is made in duplicate, signed and stamped by CBI USA and DGP, with a copy to each party.
2024. 02. 29
(Remainder of page intentionally left blank; signature page follows)
Lender : CBI USA
Company Name |
: | CBI USA, INC. | ||
Registration No. |
: | 86-3703094 | ||
Address |
: | c/o Baker & Hostetler LLP, Chicago, IL, 60606, USA | ||
Signed By |
: | Kyungwon Oh, CEO |
Borrower : DGP
Company Name |
: | DGP CO., LTD. | ||
Registration No. |
: | 220-81-43198 | ||
Address |
: | 23, Geurintekeu-ro, Yeonggwang-eup,
Yeonggwang-gun, Jeollanam-do, Republic of Korea 57024 | ||
Signed By |
: | Kyungwon Oh, CEO (DGP corporate seal) |
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