Exicure, Inc. Files 8-K on Officer/Director Changes & More

TL;DR

EXICURE 8-K: Director/officer changes, votes, and financials filed. Watch for updates.

AI Summary

Exicure, Inc. filed an 8-K on December 20, 2024, reporting on events that occurred on December 17, 2024. The filing covers the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements. It also includes the submission of matters to a vote of security holders and financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate governance and potential strategic shifts within Exicure, Inc., which could impact its future direction and investor relations.

Risk Assessment

Risk Level: medium — Changes in directors or officers, coupled with votes and financial disclosures, can signal shifts in company strategy or performance that may affect stock price.

Key Numbers

• 001-39011 — SEC File Number (Identifies Exicure, Inc.'s filing history)
• 81-5333008 — IRS Employer Identification No. (Tax identification for Exicure, Inc.)

Key Players & Entities

• EXICURE, INC. (company) — Registrant
• Max-1 Acquisition Corp (company) — Former Company Name
• 2024-12-17 (date) — Earliest event reported
• 2024-12-20 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share XCUR The Nasdaq Stock Market
• $20,000 — tors will receive an annual retainer of $20,000. The Company also intends to enter into
• $300,000, M — o will receive an annual base salary of $300,000, Mr. Baik will receive an annual base sala
• $130,000 — k will receive an annual base salary of $130,000, and Ms. Hwang will receive an annual b
• $150,000 — g will receive an annual base salary of $150,000. The Company has entered into employmen

Filing Documents

• xcur-20241217.htm (8-K) — 41KB
• ex991pressrelease122024.htm (EX-99.1) — 9KB
• exicureimage1a10.gif (GRAPHIC) — 3KB
• 0001698530-24-000144.txt ( ) — 186KB
• xcur-20241217.xsd (EX-101.SCH) — 2KB
• xcur-20241217_lab.xml (EX-101.LAB) — 22KB
• xcur-20241217_pre.xml (EX-101.PRE) — 13KB
• xcur-20241217_htm.xml (XML) — 3KB

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 Previously, the board of directors ("Board") of Exicure, Inc. (the "Company") increased the authorized number of directors from seven to nine directors on November 21, 2024 by unanimous written consent and, by the same written consent, also appointed two new directors to fill the vacancies created by the Board expansion; shortly thereafter, directors Hojoon Lee and Eui Yull Hwang notified the Board of their resignation from the Board, effective immediately, leaving two vacancies on the Board. On December 17, 2024, the Board further increased the authorized number of directors comprising the Board from nine to eleven directors by unanimous vote at an in-person meeting; shortly thereafter, directors Hyuk Joon (Raymond) Ko and Minhee Eom notified the Board of their resignation from the Board, effective immediately, leaving six vacancies on the Board. The Board appointed (i) Ho Jung John, (ii) Chang Keun Choi, (iii) Sangwook Song, and (iv) Minwoo Kang to the Board, effective December 19, 2024, and eliminated the two remaining vacancies by unanimous written consent, resulting in a nine (9) member Board with no vacancies. Until a successor has been duly elected and qualified or until an earlier death, resignation or removal, Mr. John will serve as a Class III director for a term expiring at the Company's 2026 annual meeting of stockholders; Mr. Choi will serve as a Class II director for a term expiring at the Company's 2025 annual meeting of stockholders; Mr. Song will serve as a Class II director for a term expiring at the Company's 2025 annual meeting of stockholders; and Mr. Kang will serve as a Class II director for a term expiring at the Company's 2025 annual meeting of stockholders. There are no family relationships between the four newly appointed directors and any director or executive officer of

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders . On December 17, 2024, the Company held a Special Meeting. A total of 2,605,701 shares of the Company's common stock were entitled to vote as of November 26, 2024, the record date for the Annual Meeting, of which 1,618,771 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 the issuance of 2,900,000 shares of Common Stock pursuant to a Common Stock Purchase Agreement with HiTron Systems Inc., which would result in a "change of control" of the Company under the applicable rules of The Nasdaq Stock Market LLC. Proposal 1 – Purchase Agreement The voting results with respect to the Purchase Agreement Proposal were as follows: For Against Abstain Broker Non-Votes 1,180,145 4,582 434,044 N/A Accordingly, the Company's stockholders approved the Purchase Agreement Proposal. No other matters were submitted to a vote of stockholders at the Special Meeting.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 99.1 Press release dated December 20, 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: December 20, 2024 EXICURE, INC. By: /s/ Andy Yoo Andy Yoo Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR