Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 23, 2023 (August 18, 2023)

____________________

EXICURE, INC.

(Exact name of Registrant as specified in its charter)

____________________


Delaware	001-39011	81-5333008
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2430 N. Halsted St.

Chicago, IL 60614

(Address of principal executive offices)

Registrant’s telephone number, including area code: (847) 673-1700

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

XCUR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Resignation of Changil Ahn

On August 18, 2023, Changil Ahn resigned from the Board of Directors (the “Board”) and the Audit Committee for personal reasons, effective immediately as of such date. His resignation did not result from any disagreement regarding any matter related to the operations, policies or practices of Exicure, Inc. (the “Company”).

Resignation of Jung Sang (Michael) Kim

On August 18, 2023, Jung Sang (Michael) Kim resigned from the Board for personal reasons, effective immediately as of such date. His resignation did not result from any disagreement regarding any matter related to the Company’s operations, policies or practices.

Election of Directors to the Board of Directors

The Board appointed Hyuk Joon (Raymond) Ko, Dongho Lee and Hojoon Lee to the Board, effective August 21, 2023. Mr. Ko will serve as a Class III director for a term expiring at the Company’s 2023 annual meeting of stockholders, or until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. Dongho Lee will serve as a Class I director for a term expiring at the Company’s 2024 annual meeting of stockholders, or until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. Hojoon Lee will serve as a Class II director for a term expiring at the Company’s 2025 annual meeting of stockholders, or until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. Mr. Ko and Dongho Lee will serve on the Audit Committee of the Board.

There are no family relationships between any of Mr. Ko, Dongho Lee or Hojoon Lee and any director or executive officer of the Company. Each of Mr. Ko and Dongho Lee has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Hojoon Lee is a director and/or officer of CBI USA, Inc. (“CBI USA”), its parent company CBI Co., Ltd. and DGP Co., Ltd. (“DGP”). Except with respect to previously disclosed transactions between CBI USA and the Company, Hojoon Lee has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K . There are no other arrangements or understandings between Mr. Ko, Dongho Lee and, other than through his affiliation with CBI USA and DGP, Hojoon Lee and any other persons pursuant to which they were selected.

For their services on the Board, each of Mr. Ko, Dongho Lee and Hojoon Lee will receive an annual retainer of $20,000. The Company also intends to enter into the Company’s standard form of indemnification agreement with Mr. Ko, Dongho Lee and Hojoon Lee.

Executive Management Change

In connection with his resignation from the Board, Mr. Kim also resigned as the Chief Executive Officer, Chief Financial Officer, President and Secretary of the Company. On August 21, 2023, in connection with Mr. Kim’s resignation, the Board appointed Paul Kang as the Chief Executive Officer and President of the Company and Jiyoung Hwang as the Chief Financial Officer and Secretary of the Company.

Mr. Kang, age 62, has served as the director of the Company since February 2023. Prior to his work at the Company, he served as CEO of Alta Capital Group, focusing on cross border merchant banking with offices in New York, Seoul, Tokyo, Hong Kong, London and San Francisco. After receiving his A.B. in applied mathematics from Harvard College and his M.B.A. from the Stanford Graduate School of Business, Mr. Kang began his 35-year investment and merger advisory career at Goldman Sachs in New York. His biopharma experience began with advising LG on the first Korean FDA-approved drug in the late 90s. Mr. Kang has served as an interim CEO for a range of industries, and his investment experience includes leading the acquisition for KBL Healthcare Acquisition Corp., the first successful healthcare SPAC. Mr. Kang also serves as an officer of CBI USA.

Ms. Hwang, age 46, has served as the director of the Company since April 2023. As previously disclosed in connection with the board appointment, Ms. Hwang has served as an investment consultant in the bio industry since 2017, working on investments in Viral Gene, Liminatus Pharma, Epivara and Hyperfine. Prior to 2017, she was the Managing Director of Intervest Co., Ltd., a venture capital fund. Prior to 2017, she also served as a Managing Director at Neoplux Co., Ltd., a Fund Manager at National Agricultural Cooperative Federation, a Manager at NEXUS Investment Co., Ltd., a Manager at Pulmuone Holdings Co., Ltd. and Venture Capitalist & Analyst at Hyundai Venture Investment Corp. Ms. Hwang holds a bachelor’s degree in Life Science from Pohang University of Science of Technology and a graduate degree in Environmental Management from Graduate School of Environmental Studies, Seoul National University. Ms. Hwang also serves as a director of CBI USA.

Other than their affiliations with CBI USA, Mr. Kang and Ms. Hwang were not selected pursuant to any arrangements or understandings between each of them and any other person. There are no family relationships between any of Mr. Kang or Ms. Hwang and any director or executive officer of the Company. Other than as previously disclosed, each of Mr. Kang and Ms. Hwang has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Kang was appointed as the Company’s principal executive officer, and Ms. Hwang was appointed as the Company’s principal financial officer. For their services as executive officers, Mr. Kang and Mr. Hwang will each receive an annual base salary of $150,000. The Company also intends to enter into employment agreements with Mr. Kang and Ms. Hwang.

Item 7.01 Regulation FD Disclosure

On August 23, 2023, the Company issued a press release regarding the changes to the management and the Board, which is attached hereto as Exhibit 99.1.

The information in this report is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Items 7.01 and 9.01 of this report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits


Exhibit No.						Description
99.1						Press release dated August 23, 2023
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: August 23, 2023	EXICURE, INC.

	By:	/s/ Paul Kang
		Paul Kang
		Chief Executive Officer


			Exhibit 99.1

Exicure, Inc. Announces Appointment of New CEO and CFO and Changes to Board of Directors

CHICAGO, IL. — August 23, 2023 — Exicure, Inc. (Nasdaq: XCUR), historically an early-stage biotechnology company focused on developing nucleic acid therapies targeting ribonucleic acid against validated targets, today announced that, effective as of August 21, 2023, Paul Kang, a Class III director, was appointed as Chief Executive Officer of the Company and Jiyoung Hwang, a Class I director, was appointed as Chief Financial Officer of the Company. Mr. Kang and Ms. Hwang succeed Mr. Jung-Sang (Michael) Kim, who stepped down as Chief Executive Officer and Chief Financial Officer last Friday.

Additionally, effective as of August 21, 2023, the Board also approved the appointment of Hyuk Joon (Raymond) Ko as a Class III director, Dongho Lee as a Class I director, and Hojoon Lee as a Class II director of the Board. The new directors will be replacing the vacancies created by the resignations of Mr. Kim and Mr. Changil Ahn last Friday.

“We are glad that management, the Board and our controlling stockholders are now fully aligned in our strategic vision for the future of the Company, and we will be focusing on real steps to maximize value for all stockholders of the Company in the coming months,” said Mr. Kang of the renewed management and Board.

Additional information about today’s announcement, including biographical information about Mr. Kang and Ms. Hwang, will be filed on a Form 8-K with the U.S. Securities and Exchange Commission.

About Exicure

Exicure, Inc. has historically been an early-stage biotechnology company focused on developing nucleic acid therapies targeting ribonucleic acid against validated targets. Following its recent restructuring and suspension of clinical and development activities, the Company is exploring strategic alternatives to maximize stockholder value, both with respect to its historical biotechnology assets and more broadly. For further information, see www.exicuretx.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this press release other than statements of historical fact may be deemed forward looking including, but not limited to, statements regarding: the Company’s current business plans and objectives, including the pursuit of strategic alternatives to maximize stockholder value. Words such as “plans,” “expects,” “will,” “anticipates,” “continue,” “advance,” “believes,” “target,” “may,” “intend,” “could,” and other words and terms of similar meaning and expression are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. Forward-looking statements are based on management’s current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. 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 for the year ended December 31, 2022 filed with the Securities and Exchange Commission on March 27, 2023, as updated by the Company’s subsequent filings with the Securities and Exchange Commission. All information in this press release is as of the date of the release, 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.

Contact:

Lavinia Jurkiewicz

Exicure, Inc.

Lavinia@exicuretx.com

###

Cover	Aug. 23, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 23, 2023
Entity Registrant Name	EXICURE, INC.
Entity Central Index Key	0001698530
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39011
Entity Tax Identification Number	81-5333008
Entity Address, Address Line One	2430 N. Halsted St.
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60614
City Area Code	847
Local Phone Number	673-1700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	XCUR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	true