Exicure Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$XCUR
Biotechnology: Pharmaceutical Preparations
Health Care
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): December 17, 2024
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Registrant’s telephone number, including area code: (847 ) 673-1700
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Item 8.01 Other Events.
As previously disclosed, on June 20, 2024, Exicure Inc. (the “Company”) was notified by The Nasdaq Stock Market LLC (“Nasdaq”) that the Company no longer satisfied the minimum $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market (the “Equity Requirement”). The Company’s stockholders’ deficit as of March 31, 2024, was $2.2 million. The Company thereafter presented its plan to regain compliance with the Equity Requirement to a Nasdaq Hearings Panel (the “Panel”), subsequent to which the Panel ultimately granted the Company an extension through December 17, 2024 to do so.
In its effort to regain compliance with the Equity Requirement, the Company has completed the following transactions:
•On November 12, 2024, the Company executed a common stock purchase agreement with HiTron Systems Inc. (“HiTron”), pursuant to which the Company agreed to issue and sell to HiTron 433,000 shares (the “Initial Shares”) of the Company’s common stock at a purchase price of $3.00 per share (the “Initial Purchase”). The Initial Purchase closed on November 21, 2024, and the Company received net proceeds of $1.3 million.
•On November 13, 2024, in a subsequent common stock purchase agreement, the Company agreed to sell and issue to HiTron 2,900,000 additional shares of common stock (the “Subsequent Shares” and together with the Initial Shares, the “Shares”), for $8.7 million, at a purchase price of $3.00 per share (the “Subsequent Purchase”). The issuance of the Subsequent Shares was approved by the Company’s stockholders at a special shareholder meeting on December 17, 2024.
•On December 9, 2024, the Company executed 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 at a purchase price of $4.61 per share, which closed on December 12, 2024. The Company received net proceeds of approximately $2 million.
As set forth in the pro forma balance sheet attached hereto as Exhibit 99.1, as a result of the above transactions, the Company’s stockholders’ equity as of the date of this filing is approximately $4.3 million. The Company awaits Nasdaq’s confirmation that it has evidenced compliance with the Equity Requirement.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Company and the Share Repurchase Program. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. For a discussion of other risks and uncertainties, and other important factors, any of which could cause the Company’s actual results to differ from those contained in the forward-looking statements, see the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2023, as updated by the Company’s subsequent reports and filings with the Securities and Exchange Commission. All information in this Current Report on Form 8-K is as of the date of the filing hereof, and the Company undertakes no duty to update this information or to publicly announce the results of any revisions to any of such statements to reflect future events or developments, except as required by law.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 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: December 17, 2024 | EXICURE, INC. | |||||||
| By: | /s/ Paul Kang | |||||||
| Paul Kang | ||||||||
| Chief Executive Officer | ||||||||