As filed with the Securities and Exchange Commission on March 11, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EXICURE, INC.
(Exact name of Registrant as specified in its charter)
Delaware 81-5333008
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
2430 N. Halsted St.
Chicago, IL 60614
(Address of principal executive offices) (Zip code)
Exicure, Inc. 2017 Equity Incentive Plan
Exicure, Inc. 2017 Employee Stock Purchase Plan
(Full title of the plan)

Corporation Service Company
251 Little Falls Drive
Wilmington, DE 19808
(866) 403-5272
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Marc A. Recht
Courtney T. Thorne
Cooley LLP
500 Boylston Street
Boston, Massachusetts 02116
(617) 937-2300
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 ☒ Smaller reporting company ☒
Emerging growth company ☒
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 7(a)(2)(B) of the Securities Act. ☒




CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Amount to be Registered (1)
Proposed Maximum
Offering
Price per Share (2)
Proposed Maximum
Aggregate
Offering Price (2)
Amount of
Registration Fee
Common Stock, par value
$0.0001 per share
—Shares reserved for future grant under the 2017 Equity Incentive Plan
4,382,567 (3)
$2.03 $8,896,611.01 $970.63
—Shares reserved for future grant under the 2017 Employee Stock Purchase Plan
472,137 (4)
$2.03 $ 958,438.11 $104.57
Total 4,854,704 __ $9,855,049.12 $1,075.20

(1)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s Common Stock that become issuable under the Registrant’s 2017 Equity Incentive Plan (the “2017 Plan”) or 2017 Employee Stock Purchase Plan (the “2017 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s Common Stock.
(2)    Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c). The price per share and aggregate offering price are based upon the average of the high and low prices of Registrant’s Common Stock on March 8, 2021 as reported on the Nasdaq Capital Market.
(3)    Represents an automatic increase to the number of shares available for issuance under the 2017 Plan, in accordance with the automatic annual increase provision of the 2017 Plan, effective as of January 1, 2021. The number of shares of Common Stock reserved for issuance under the 2017 Plan will automatically increase on January 1st of each fiscal year in an amount equal to the lesser of (i) 4,600,000 shares, (ii) 5.0% of the total number of shares of the Registrant’s Common Stock outstanding on December 31 of the preceding calendar year, or (iii) a lesser number of shares determined by the Registrant’s compensation committee of the board of the directors.
(4)    Represents an automatic increase to the number of shares available for issuance under the 2017 ESPP, in accordance with the automatic annual increase provision of the 2017 ESPP, effective as of January 1, 2021 and January 1, 2020. Of these shares, (i) 262,954 shares of Common Stock represent the full amount of the January 1, 2021 automatic increase to the number of shares available for issuance under the 2017 ESPP, and (ii) 209,183 shares of Common Stock represent the portion of the amount of the January 1, 2020 automatic increase to the number of shares available for issuance under the 2017 ESPP not previously registered by the Registrant on Form S-8 (File No.333-222999) filed with the Securities and Exchange Commission on February 13, 2018. The number of shares of Common Stock reserved for issuance under the 2017 ESPP will automatically increase on January 1st of each fiscal year in an amount equal to the lesser of (i) 300,000 shares, (ii) 0.3% of the total number of shares of the Registrant’s Common Stock outstanding on December 31 of the preceding calendar year, or (iii) a lesser number of shares determined by the Registrant’s board of the directors.










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EXPLANATORY NOTE
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Exicure, Inc. (the “Company”) on Form S-8 relating to the same employee benefit plans is effective.

The Company previously registered shares of its Common Stock for issuance under the 2017 Equity Incentive Plan (the “2017 Plan”) and the 2017 Employee Stock Purchase Plan under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on February 13, 2018 (File No. 333-222999) and for issuance under the 2017 Plan under a Registration Statement on Form S-8 filed with the Commission on March 9, 2020 (File No. 333-237043). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
Item 3. Incorporation of Documents by Reference.

The following documents filed by the Company with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:
(a)    The Company’s latest annual report on Form 10-K filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that contains audited financial statements for the Company’s latest fiscal year for which such statements have been filed.
(b)    All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above.
(c)    The description of the Company’s Common Stock which is contained in a registration statement filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents.


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Item 8. Exhibits.
Exhibit Number Exhibit Description Filed with this Report Incorporated by Reference herein from Form or Schedule Filing Date SEC File/Reg. Number
4.1 10-K (Exhibit 3.3) 3/11/2021 001-39011
4.2 8-K (Exhibit 3.4) 10/2/2017 000-55764
4.3 8-K (Exhibit 10.2) 10/2/2017 000-55764
4.4 8-K (Exhibit 10.3) 10/2/2017 000-55764
5.1 X
23.1 X
23.2 X
24.1 X




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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on March 11, 2021.

  EXICURE, INC.
   
  By: /s/ David A. Giljohann
    David A. Giljohann, Ph.D.
   
President, Chief Executive Officer, Interim Chief Financial Officer (Principal Executive Officer, Interim Principal Financial Officer and Interim Principal Accounting Officer)



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POWER OF ATTORNEY
We, the undersigned directors and officers of the Exicure, Inc., hereby severally constitute and appoint David A. Giljohann and Timothy P. Walbert, and each of them singly, our true and lawful attorneys-in-fact, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith, and any and all post-effective amendments to said registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys-in-fact, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney. This Power of Attorney does not revoke any power of attorney previously granted by the undersigned, or any of them.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ David A. Giljohann
President, Chief Executive Officer, Interim Chief Financial Officer and Director
(Principal Executive Officer, Interim Principal Financial Officer and Interim Principal Accounting Officer)
March 11, 2021
 David A. Giljohann, Ph.D.
/s/ Timothy P. Walbert Director and Chairman of the Board of Directors March 11, 2021
Timothy P. Walbert
/s/ Jeffrey L. Cleland Director March 11, 2021
Jeffrey L. Cleland, Ph.D.
/s/ Elizabeth Garofalo Director March 11, 2021
Elizabeth Garofalo, M.D.
/s/ Bosun Hau Director March 11, 2021
Bosun Hau
/s/ Chad A. Mirkin Director March 11, 2021
Chad A. Mirkin, Ph.D.
/s/ Bali Muralidhar Director March 11, 2021
Bali Muralidhar, M.D., Ph.D.


Director
Andrew Sassine
/s/ James R. Sulat Director March 11, 2021
James R. Sulat
/s/ David R. Walt Director March 11, 2021
David R. Walt, Ph.D.

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