Exicure Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Biotechnology: Pharmaceutical Preparations
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2025 (April 30, 2025 )
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Registrant’s telephone number, including area code: (847 ) 673-1700
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Item 1.01 Entry into a Material Definitive Agreement
On April 30, 2025, Exicure, Inc. (the “Company”) entered into a convertible bond agreement (the “Convertible Bond Agreement”) with KC Creation Co., Ltd. (“KC Creation”), the Company’s wholly owned South Korean subsidiary. Pursuant to the Convertible Bond Agreement, the Company purchased non-guaranteed private placement convertible bonds (the “Bonds”) of KC Creation for a subscription amount of 4.5 million KRW, or approximately $3.125 million USD. The Bonds mature on April 30, 2028, and the yield to maturity is 2.9% per annum compounded every three months. Proceeds from the Bonds are expected to be used for the acquisition of stocks of other corporations.
The Bonds provide the Company with a put option to redeem part or the entire principal amount of the Bonds on the first anniversary after the issue date and every three months thereafter before the maturity date in exchange for shares of KC Creation.
Conversion:
The Company can convert the Bonds into common stock of KC Creation at a price of 901 KRW ($0.63) per share. The conversion ratio will initially be one hundred percent (100%) of the Bond’s face value. At the initial conversion ratio, the number of shares will equal the Bond’s face value divided by the conversion price. The conversion price can be adjusted in certain situations, including issuance of new securities below market price, certain corporate actions, including mergers or capital reductions, significant change of market price, or automatically every three months based on the recent stock price. Conversion rights can be exercised from April 30, 2026 (one year after issuance) until March 31, 2028 (one month before maturity) through KC Creation’s designated agent.
Late Payments and Acceleration
Late principal or interest payments will accrue delay damages at twelve percent (12%) annual interest or the maximum legal rate of interest under applicable law, whichever is less, compounded annually and calculated daily. KC Creation must accelerate payment and immediately repay all unpaid principal and interest upon certain acceleration triggers enumerated in the Convertible Bond Agreement, including but not limited to KC Creation’s dissolution or entering bankruptcy proceedings.
The above description is only a summary of the terms of the Convertible Bond Agreement, does not purport to be a complete description of the Convertible Bond Agreement, and is qualified in its entirety by reference to the Convertible Bond Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated in this Item 1.01 by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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: May 6, 2025 | EXICURE, INC. | |||||||
| By: | /s/ Andy Yoo | |||||||
| Andy Yoo | ||||||||
| Chief Executive Officer | ||||||||