Exicure, Inc. Files 8-K: Material Agreement, Acquisition, Officer Changes
Ticker: XCUR · Form: 8-K · Filed: Sep 30, 2024 · CIK: 1698530
| Field | Detail |
|---|---|
| Company | Exicure, Inc. (XCUR) |
| Form Type | 8-K |
| Filed Date | Sep 30, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.0001, $1.5 million, $20,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, acquisition-disposition, officer-changes, financial-statements
TL;DR
Exicure 8-K: Signed big deal, bought/sold assets, new execs named. Big moves happening.
AI Summary
Exicure, Inc. announced on September 30, 2024, that it entered into a Material Definitive Agreement. The company also reported the completion of an acquisition or disposition of assets. Additionally, there were changes in directors and officers, including the appointment of certain officers and the establishment of compensatory arrangements. The filing also includes financial statements and exhibits.
Why It Matters
This 8-K filing indicates significant corporate actions for Exicure, Inc., including strategic agreements, asset transactions, and personnel changes, which could impact its future operations and stock performance.
Risk Assessment
Risk Level: medium — The filing details material definitive agreements, asset transactions, and changes in corporate officers, which inherently carry business and financial risks.
Key Players & Entities
- Exicure, Inc. (company) — Registrant
- September 30, 2024 (date) — Date of Report
- September 26, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- 2430 N. Halsted St. (address) — Principal Executive Offices
- Chicago, IL 60614 (address) — Principal Executive Offices
FAQ
What type of Material Definitive Agreement did Exicure, Inc. enter into?
The filing states that Exicure, Inc. entered into a Material Definitive Agreement, but the specific details of the agreement are not provided in this summary.
What was the nature of the acquisition or disposition of assets?
The filing confirms the completion of an acquisition or disposition of assets by Exicure, Inc., but does not specify the assets involved or the transaction details.
Were there any changes to Exicure, Inc.'s board of directors?
The filing indicates changes in directors or certain officers, including the election of directors, but does not specify the individuals or the exact changes made.
What are the key financial statements or exhibits included in this filing?
The filing mentions that financial statements and exhibits are included, but the specific content of these documents is not detailed in the summary.
When was Exicure, Inc. incorporated and in which state?
Exicure, Inc. was incorporated in Delaware.
Filing Stats: 1,109 words · 4 min read · ~4 pages · Grade level 11.9 · Accepted 2024-09-30 16:42:50
Key Financial Figures
- $0.0001 — ich registered Common Stock, par value $0.0001 per share XCUR The Nasdaq Stock Market
- $1.5 million — Company will receive gross proceeds of $1.5 million from the sale of the Assets. The Compan
- $20,000 — wang will receive an annual retainer of $20,000. The Company also intends to enter into
Filing Documents
- xcur-20240930.htm (8-K) — 33KB
- a8k-93024xexhibit101.htm (EX-10.1) — 288KB
- 0001698530-24-000110.txt ( ) — 498KB
- xcur-20240930.xsd (EX-101.SCH) — 2KB
- xcur-20240930_lab.xml (EX-101.LAB) — 21KB
- xcur-20240930_pre.xml (EX-101.PRE) — 12KB
- xcur-20240930_htm.xml (XML) — 3KB
01 Entry Into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement O n September 27, 2024, Exicure, Inc., a Delaware corporation ("Company"), entered into and closed the sale of certain assets pursuant to an Asset Purchase Agreement (the "Purchase Agreement") with Flashpoint Therapeutics, Inc., a Delaware corporation (the "Purchaser"). The assets sold to Purchaser include the Company's s pherical nucleic acid-related technology, research and development programs, and clinical assets (the "Assets") to the Purchaser as described in the Purchase Agreement (the " Transaction "). The Company will receive gross proceeds of $1.5 million from the sale of the Assets. The Company plans to support the Purchaser as the Purchaser pursues development and licenses components of the Assets to third parties and will receive royalties in connection therewith as set out in further detail in the Purchase Agreement. Other than the Transaction, there exists no material relationship between the Company, its affiliates or any of the Company's directors and officers, on the one hand, and the Purchaser, on the other. The terms of the transaction were negotiated between the Company and the Purchaser on an arms-length basis. The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement which is attached hereto as Exhibit 10.1. The Purchase Agreement and the above description have been included to provide investors and stockholders of the Company with information regarding the Purchase Agreement's terms. They are not intended to provide any other factual information about the Company or its subsidiaries, affiliates or stockholders. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of the Purchase Agreement and as of specified dates, were solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations
01 Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets The information in Item 1.01 of this Current Report on Form 8-K regarding the Transaction is incorporated by reference into this Item 2.01.
02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Election of Directors to the Board of Directors On September 26, 2024, the Board increased the size of the Board from six directors to seven directors and appointed Eui Yull Hwang as an independent director to fill the vacancy. Mr. Hwang will serve as a Class II director for a term expiring at the Company's 2025 annual meeting of stockholders, or until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. There are no family relationships between Mr. Hwang and any director or executive officer of the Company. Mr. Hwang has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. For his services on the Board, Mr. Hwang will receive an annual retainer of $20,000. The Company also intends to enter into the Company's standard form of indemnification agreement with Mr. Hwang. As of the date of this report, Mr. Hwang has not been appointed to any committees of the Board. To the extent he is appointed to a committee, the Company will disclose his appointment within four business days.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Asset Purchase Agreement by and between Flashpoint Therapeutics, Inc. and Exicure, Inc. dated as of September 27, 2024.* 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document) *Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any exhibits or schedules so furnished.
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: September 30, 2024 EXICURE, INC. (registrant) By: /s/ Paul Kang Paul Kang Chief Executive Officer