Exicure, Inc. Files 8-K with Key Corporate Updates

TL;DR

EXICURE files 8-K: major corporate changes, shareholder votes, and regulatory updates incoming.

AI Summary

Exicure, Inc. filed an 8-K on August 26, 2024, reporting events that occurred on August 20, 2024. The filing indicates material modifications to the rights of security holders, amendments to its articles of incorporation or bylaws, and submission of matters to a vote of security holders. It also includes Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This 8-K filing signals significant corporate actions and potential changes affecting Exicure, Inc.'s security holders and governance structure.

Risk Assessment

Risk Level: medium — The filing indicates material modifications to security holder rights and amendments to governing documents, which can introduce uncertainty.

Key Players & Entities

• EXICURE, INC. (company) — Registrant
• August 20, 2024 (date) — Earliest event date
• August 26, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 2430 N. Halsted St. Chicago, IL 60614 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share XCUR The Nasdaq Stock Market

Filing Documents

• xcur-20240820.htm (8-K) — 36KB
• certificateofamendmenttoch.htm (EX-3.1) — 9KB
• ex991pressrelease82624.htm (EX-99.1) — 9KB
• exicureimage1a10.gif (GRAPHIC) — 3KB
• 0001698530-24-000098.txt ( ) — 190KB
• xcur-20240820.xsd (EX-101.SCH) — 2KB
• xcur-20240820_lab.xml (EX-101.LAB) — 22KB
• xcur-20240820_pre.xml (EX-101.PRE) — 13KB
• xcur-20240820_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information under Item 5.03 below is incorporated herein by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 26, 2024, Exicure, Inc. (the "Company") filed a Certificate of Amendment (the "Amendment") to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a one-for-five (1-for-5) reverse stock split of its outstanding common stock (the "Reverse Stock Split"). The Amendment will be effective at 5:00 p.m. Eastern Time on August 27, 2024. A series of alternate amendments to effect a reverse stock split was approved by the Company's stockholders at the Company's Special Meeting of Stockholders held on August 20, 2024, and the specific one-for-five (1-for-5) reverse stock split was subsequently approved by the Company's board of directors on August 20, 2024. The Amendment provides that, at the effective time of the Amendment, every five (5) shares of the Company's issued and outstanding common stock will automatically be combined into one (1) issued and outstanding share of common stock, without any change in par value per share. The Reverse Stock Split will not affect the number of authorized shares of common stock. No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders will receive a full share in lieu of fractional shares. The Reverse Stock Split will affect all stockholders proportionately and will not affect any stockholder's percentage ownership of the Company's common stock (except to the extent resulting from the treatment of fractional shares). The Company's common stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis when the market opens on August 28, 2024. The new CUSIP number for the Company's common stock following the Reverse Stock Split is 30205M309. Additional information on the Reverse Stock Split can be found in the Company's definitive proxy statement filed with the SEC on July 30, 2024. The Amendment is filed as Exhibit

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders . On August 20, 2024, the Company held its Special Meeting. A total of 8,561,148 shares of the Company's common stock were entitled to vote as of July 26, 2024, the record date for the Annual Meeting, of which 4,372,927 shares were represented in person or by proxy at the Special Meeting. At the Special Meeting, the stockholders of the Company voted on the following proposal: 1. the approval to amend the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of the outstanding shares of the Company's common stock, at a split ratio of between 1-for-2 and 1-for-15 as determined by the Board of Directors in its sole discretion (the "Reverse Stock Split Proposal"). Proposal 1 – Reverse Stock Split of Outstanding Shares The voting results with respect to the Reverse Stock Split Proposal were as follows: For Against Abstain Broker Non-Votes 4,108,023 228,956 35,948 N/A Accordingly, the Company's stockholders approved the Reverse Stock Split Proposal. No other matters were submitted to a vote of stockholders at the Special Meeting.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 26, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation, as amended, of Exicure, Inc. 99.1 Press release dated August 26, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 26, 2024 EXICURE, INC. By: /s/ Paul Kang Paul Kang Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR