Exicure, Inc. Files 8-K: Material Agreement, Delisting Notice

TL;DR

EXICURE 8-K: Material agreement signed, but also a delisting notice. Big changes ahead.

AI Summary

Exicure, Inc. filed an 8-K on December 11, 2024, reporting a material definitive agreement. The filing also indicates a notice of delisting or failure to meet continued listing rules and includes financial statements and exhibits. The company, formerly known as Max-1 Acquisition Corp, is incorporated in Delaware and operates in the Pharmaceutical Preparations sector.

Why It Matters

This filing signals potential significant changes for Exicure, Inc., including a material agreement and possible delisting, which could impact its stock and operations.

Risk Assessment

Risk Level: high — The notice of delisting or failure to satisfy continued listing rules indicates a significant risk to the company's ability to remain listed on an exchange.

Key Numbers

• 001-39011 — SEC File Number (Identifies the company's filing history with the SEC.)
• 81-5333008 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• EXICURE, INC. (company) — Registrant
• Max-1 Acquisition Corp (company) — Former company name
• December 9, 2024 (date) — Earliest event reported date
• December 11, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 2430 N. Halsted St. (address) — Principal executive offices
• Chicago, IL (location) — Principal executive offices city and state
• 60614 (zip_code) — Principal executive offices zip code
• ( 847 ) 673-1700 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share XCUR The Nasdaq Stock Market
• $4.61 — "Common Stock"), at a purchase price of $4.61 per share. The agreement is expected to
• $2 million — gregate gross proceeds of approximately $2 million. The foregoing description of the Com

Filing Documents

• xcur-20241209.htm (8-K) — 31KB
• exhibit101_cspa12924.htm (EX-10.1) — 178KB
• exhibit102_rra12924.htm (EX-10.2) — 205KB
• 0001698530-24-000136.txt ( ) — 601KB
• xcur-20241209.xsd (EX-101.SCH) — 2KB
• xcur-20241209_lab.xml (EX-101.LAB) — 21KB
• xcur-20241209_pre.xml (EX-101.PRE) — 12KB
• xcur-20241209_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement Common Stock Purchase Agreement In an agreement dated December 9, 2024, Exicure, Inc. (the "Company") entered into 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, par value $0.0001 per share (the "Common Stock"), at a purchase price of $4.61 per share. The agreement is expected to close within ten days following the execution. The Company expects to receive aggregate gross proceeds of approximately $2 million. The foregoing description of the Common Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein. Registration Rights Agreement In connection with the Common Stock Purchase Agreement, the Company entered into a Registration Rights Agreement with SangSang, pursuant to which the Company agreed to register the resale of the Shares. Under the Registration Rights Agreement, the Company has agreed to file registration statements covering the resale of the Shares no later than the sixth (60 th ) day following the applicable closing (the "Filing Deadline"). The Company has agreed to use reasonable best efforts to cause such registration statement to become effective as promptly as practicable after the filing thereof but in any event on or prior to the Effectiveness Deadline (as defined in the Registration Rights Agreement), and to keep such registration statement continuously effective until the earlier of (i) the date the Shares covered by such registration statement have been sold or may be resold pursuant to Rule 144 without restriction, or (ii) the date that is two (2) years following the applicable closing date. The Company has also agreed, among other things, to pay all reasonable fees and ex

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 relating to the Purchase Agreement is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of SangSang in the Common Stock Purchase Agreement, the offering and sale of the securities will be made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act. The sale of the securities will not involve a public offering and will be made without general solicitation or general advertising. SangSang represented that it is an accredited investor, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and that it is acquiring the securities for investment purposes only and not with a view to any resale, distribution or other disposition of the securities in violation of the U.S. federal securities laws.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 10.1 Common Stock Purchase Agreement, dated December 9, 2024, by and between Exicure, Inc. and SangSangIn Investment & Securities Co., Ltd. 10.2 Form of Registration Rights Agreement by and between Exicure, Inc. and SangSangIn Investment & Securities Co., Ltd. 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: December 11, 2024 EXICURE, INC. By: /s/ Paul Kang Paul Kang Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR