HiTron Systems Inc. Files SC 13D for Exicure, Inc.

TL;DR

**HiTron Systems Inc. just filed a 13D on Exicure, Inc. Big moves coming?**

AI Summary

HiTron Systems Inc. has filed a Schedule 13D regarding Exicure, Inc. on November 29, 2024. HiTron Systems Inc., led by CEO Andy Yoo, is located in Anseong-si, Gyeonggi-do, Korea. The filing indicates a change in beneficial ownership, though specific share amounts and dollar values are not detailed in this excerpt.

Why It Matters

This filing signals a potential shift in control or significant investment in Exicure, Inc. by HiTron Systems Inc., which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, introducing uncertainty and potential volatility.

Key Players & Entities

• HiTron Systems Inc. (company) — Filing entity and potential acquirer/significant stakeholder
• Exicure, Inc. (company) — Subject company of the filing
• Andy Yoo (person) — Chief Executive Officer of HiTron Systems Inc.
• Jeongseok Jay Yu (person) — Legal counsel for HiTron Systems Inc.
• Daniel S. Clevenger (person) — Legal counsel for HiTron Systems Inc.
• Foley Hoag LLP (company) — Legal firm representing HiTron Systems Inc.

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $3.00 — ock (the Shares) at a purchase price of $3.00 per share, or approximately $1,300,000
• $1,300,000 — ce of $3.00 per share, or approximately $1,300,000 in the aggregate, in a private placemen
• $8,700,000 — a purchase price of $3.00 per share, or $8,700,000 in the aggregate (the Second Stock Purc

Filing Documents

• d882574dsc13d.htm (SC 13D) — 52KB
• d882574dex994.htm (EX-99.4) — 134KB
• 0001193125-24-268159.txt ( ) — 188KB

Security and Issuer

Item 1. Security and Issuer . This statement on Schedule 13D (this Statement ) relates to the shares of common stock, par value $0.0001 per share (the Common Stock ), of Exicure, Inc., a Delaware corporation (the Issuer ). The Issuers principal executive offices are located at 2430 N. Halsted Street, Chicago, IL 60614.

Identity and Background

Item 2. Identity and Background . (a)-(c), (f) This Statement is being filed by HiTron Systems Inc., a South Korea corporation (the Reporting Person ). The business of the Reporting Person is designing, developing, and manufacturing advanced security and surveillance solutions. Its products include AI-enabled security cameras, recording solutions, and cybersecurity-compliant systems. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of the Reporting Person is set forth on Schedule A . (d) During the last five years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the persons listed on Schedule A , has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the persons listed on Schedule A , has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order (1) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2) finding any violation with respect to such laws.

Source and Amount of Funds

Item 3. Source and Amount of Funds . On November 21, 2024, the Reporting Person purchased 433,333 shares of Common Stock (the Shares) at a purchase price of $3.00 per share, or approximately $1,300,000 in the aggregate, in a private placement pursuant to a Common Stock Purchase Agreement dated November 6, 2024 and signed on November 12, 2024 (the Initial Purchase Agreement and, such purchase, the Initial Stock Purchase). The Initial Stock Purchase was subject to certain closing conditions, including completion of overseas investment reporting obligations under the Korean Foreign Exchange Transactions Act and obtaining all regulatory approvals in accordance with Korean laws (the Korean Regulatory Approval). The Initial Stock Purchase was funded through the issuance of an aggregate of KRW 10,000,000,000 in convertible bonds of the Reporting Person to Widwin Investment Fund No. 72 (the Convertible Bonds), issued pursuant to a Convertible Bond Agreement dated September 6, 2024 (the Convertible Bond Agreement). The Convertible Bonds accrue interest at a rate of 2.9% per annum and mature on September 19, 2027. The Convertible Bonds are subject to early repayment at the option of the holder beginning September 19, 2025, and are convertible into shares of common stock of the Reporting Person at any time from September 19, 2025, through August 19, 2027 at a rate of 100% of the electronic registration amount claimed for exercise of conversion claim divided by KRW 901, as may be subject to adjustment in the case of specific events described in the Convertible Bonds. CUSIP No. 30205M309 Page 3 of 7 Pages The foregoing description of the Convertible Bonds does not purport to be complete and is qualified in its entirety by reference to the full text of the Convertible Bond Agreement, an English translation of which is incorporated by reference as an exhibit to this Statement.

Purpose of Transaction

Item 4. Purpose of Transaction . The information set forth under Item 3 is incorporated herein by reference into this Item 4. In addition to the Initial Purchase Agreement, on November 13, 2024, the Reporting Person entered into a second Common Stock Purchase Agreement with the Issuer (the Second Purchase Agreement and, together with the Initial Purchase Agreement, the Purchase Agreements), pursuant to which the Reporting Person agreed, subject to the satisfaction of certain conditions, to purchase from the Issuer an additional 2,900,000 shares of Common Stock at a purchase price of $3.00 per share, or $8,700,000 in the aggregate (the Second Stock Purchase and, together with the Initial Stock Purchase, the Stock Purchases). Among other conditions, the closing of the Second Stock Purchase is subject to approval of the stockholders of the Issuer and Korean Regulatory Approval. The Shares reported on this Statement were acquired for investment purposes, and the Initial Purchase Agreement provides that the Issuer will use the proceeds from the Initial Stock Purchase for purposes of acquiring GPCR Therapeutics USA, Inc. The Reporting Person expects to evaluate on an ongoing basis the Issuers financial condition and prospects and their respective interests in, and intentions with respect to, the Issuer and their respective investments in the securities of the Issuer, which review may be based on various factors, including the Issuers business and financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuers securities in particular, as well as other developments and other investment opportunities. Accordingly, the Reporting Person reserves the right to change its intentions, as it deems appropriate. In particular, the Reporting Person may at any time and from time to time, subject to compliance with the terms of the Purchase Agreements, including the lock-up restriction

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . The information set forth under Item 3 and the cover page of this Statement is incorporated herein by reference into this Item 5. The percentage of beneficial ownership reported in this Item 5, and on the Reporting Persons cover page to this Statement, is based on a total of 2,605,656 shares of Common Stock, which represents the number of shares of Common Stock reported as outstanding on November 7, 2024 in the Quarterly Report on Form 10-Q filed by the Issuer on November 14, 2024, increased by the number of shares of Common Stock issued to the Reporting Person pursuant to the Initial Purchase Agreement. All of the share numbers reported below, and on the Reporting Persons cover page to this (a) The Reporting Person is the beneficial owner of a total of 433,333 shares of Common Stock, representing approximately 16.6% of the outstanding shares of Common Stock. CUSIP No. 30205M309 Page 5 of 7 Pages (b) The Reporting Person has sole voting and dispositive power over all such shares described in Item 5(a) above. (c) Except for the Initial Stock Purchase, the Reporting Person has not effected any transactions in shares of Common Stock during the past 60 days. (d) No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer . The information set forth under Items 3 and 4 is incorporated herein by reference into this Item 6. In connection with the Purchase Agreements, the Reporting Person entered into Registration Rights Agreements with the Issuer (the Registration Rights Agreements), pursuant to which the Issuer agreed to register for resale the shares of Common Stock sold to the Reporting Person pursuant to the Purchase Agreements, in each case no later than sixty days following the closing of the applicable Stock Purchase. Each of the foregoing descriptions of the Initial Purchase Agreement, the Second Purchase Agreement and the Registration Rights Agreements, as applicable, does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, copies of which are incorporated by reference as exhibits to this Statement.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . Exhibit No. Exhibit 99.1 Common Stock Purchase Agreement, dated November 6, 2024, by and between Exicure, Inc. and HiTron Systems Inc. (incorporated by reference to Exhibit 10.1 of the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on November 14, 2024) 99.2 Form of Registration Rights Agreement by and between Exicure, Inc. and HiTron Systems Inc. (incorporated by reference to Exhibit 10.2 of the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on November 14, 2024) CUSIP No. 30205M309 Page 6 of 7 Pages 99.3 Common Stock Purchase Agreement, dated November 13, 2024, by and between Exicure, Inc. and HiTron Systems Inc. (incorporated by reference to Exhibit 10.3 of the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on November 14, 2024) 99.4 25th Bearer-type Non-guaranteed Private Placement Convertible Bonds Agreement, dated September 6, 2024 by and between HiTron Systems Inc. and Widwin Investment Fund No. 72. * * * CUSIP No. 30205M309 Page 7 of 7 Pages Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATE: November 29, 2024 HiTron Systems Inc. By: /s/ Andy Yoo Name: Andy Yoo Title: Chief Executive Officer Schedule A Directors and Officers of HiTron Systems Inc. Name Position/Principal Occupation Andy Yoo Director and Chief Executive Officer 99-13 Masan-Gil, Miyang-Myeon, Anseong-si, Gyeonggi-do, South Korea Australia Sangwook Song Director 99-13 Masan-Gil, Miyang-Myeon, Anseong-si, Gyeonggi-do, South Korea Republic of Korea Ji Won Jung Director 99-13 Masan-Gil, Miyang-Myeon, Anseong-si, Gyeonggi-do, South Korea Republic of Korea Jaesook Lee Director 99-13 Masan-Gil, Miyang-Myeon,

View Full Filing

View this SC 13D filing on SEC EDGAR