UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________
FORM 10-Q/A
Amendment No. 1
______________________________________
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2019
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission File Number: 000-55764
______________________________________
EXICURE, INC.
(Exact name of registrant as specified in its charter)
_____________________________________
Delaware
 
81-5333008
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
8045 Lamon Avenue
Suite 410
Skokie, IL 60077
(Address of principal executive offices)

Registrant’s telephone number, including area code (847) 673-1700
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes   x     No   ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes   x     No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
 
Accelerated filer
¨
Non-accelerated filer
x
 
Smaller reporting company
x
 
 
 
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
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).     Yes   ¨     No   x
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 OTCQB Market
As of May 6, 2019, there were 44,369,790 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.
 
 
 
 
 



EXPLANATORY NOTE
This Amendment No. 1 to the Quarterly Report on Form 10-Q (this “Amendment”) amends the Quarterly Report on Form 10-Q of Exicure, Inc. (the “Company”) for the quarterly period ended March 31, 2019 originally filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2019 (the “Original Form 10-Q”). This amendment is an exhibit-only filing. The Company files this Amendment solely for the purpose of (i) filing Exhibit 10.3, the material terms of which were described in the Current Report on Form 8-K filed by the Company on February 22, 2019 which was inadvertently omitted from the Original Form 10-Q, and (ii) to correct and update the Exhibit Index of the Original Form 10-Q.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, this Amendment restates in its entirety Part II, Item 6 and contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are filed herewith. Other than the foregoing and the recently-dated certifications of the Company, no other changes have been made to the Company’s Original Form 10-Q. This Amendment does not reflect events occurring after the filing of the Original Form 10-Q with the SEC on May 8, 2019, or modify or update the disclosures presented in the Original Form 10-Q, except to reflect the revisions described above.



PART II – OTHER INFORMATION
Item 6. Exhibits.
Except as so indicated in Exhibit 32.1, the following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit Number
 
Exhibit Description
 
 
 
3.1(1)
 
 
 
 
3.2(1)
 
 
 
 
3.3(1)
 
 
 
 
10.1(2)
 
 
 
 
10.2(3) †
 
 
 
 
10.3(4)
 
 
 
 
31.1(4)
 
 
 
 
31.2(4)
 
 
 
 
32.1*
 
 
 
 
101.INS(3)
 
XBRL Instance Document
 
 
 
101.SCH(3)
 
XBRL Taxonomy Extension Schema Document
 
 
 
101.CAL(3)
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
101.DEF(3)
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
101.LAB(3)
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
101.PRE(3)
 
XBRL Taxonomy Extension Presentation Linkbase Document
† Indicates that certain confidential portions of this exhibit have been omitted.
* The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Exicure, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of such Form 10-Q), irrespective of any general incorporation language contained in such filing.
(1) Incorporated by reference to the indicated exhibit in our Current Report on Form 8-K filed on October 2, 2017 and as amended by our Current Report on Form 8-K/A filed on November 7, 2017.
(2) Incorporated by reference to the indicated exhibit in our Current Report on Form 8-K filed on March 14, 2019.
(3) Previously filed with the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, as filed on May 8, 2019.
(4) Filed herewith.




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 thereunto duly authorized.
Date: May 14, 2019

EXICURE, INC.
 
 
By:
/s/ David S. Snyder
 
David S. Snyder
 
Chief Financial Officer
 
(Principal Financial Officer and Principal Accounting Officer)