EXICURE, INC. : Entering a Material Definitive Agreement, Unrecorded Sale of Equity Securities, Other Events, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

Securities purchase agreement

On May 9, 2022, Exicure, Inc. (the “Company”), has entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company has agreed to issue and sell to Investors in a private placement an aggregate of 26,021,111 shares (the “Shares”) of the ordinary shares of the Company, par value $0.0001 per share (the “Common Shares”), at a purchase price of $0.1937 per share (the “Private Placement”). The private placement is led by CBI USA, Inc. (“United States CBI“) and includes the participation of Abingworth LLPan existing investor.

The private placement is expected to close on or about May 19, 2022 (the “Closing Date”), subject to the satisfaction of certain customary closing conditions. The Company expects to receive aggregate gross proceeds from the private placement of approximately $5.0 million, before deduction of the estimated offering costs to be paid by the Company. The Company expects the net proceeds from the private placement to be used to support the development of the advancement of its preclinical program, including the development of its SCN9A product candidate, as well as other working capital and business needs. company generals.

The common stock issued by the Company pursuant to the Securities Purchase Agreement has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in United States in the absence of actual registration or an applicable exemption from registration requirements. The Company relies on the private placement registration exemption provided by Section 4(a)(2) of the Securities Act and Rule 506 of the D record, promulgated thereunder. ci, as well as similar exemptions under applicable state law.

Pursuant to the securities purchase agreement, as part of the private placement, United States CBI shall have the right to appoint a member to the board of directors of the Company (the “Board”), subject to the approval of the Board and provided that such candidate qualifies as an “independent” director under the rule of listing on Nasdaq 5605(a)(2), effective as of the closing date. United States CBI will also have the right, as of the Closing Date, to designate one person to attend all Board meetings as a non-voting observer.

The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to such Agreement, a copy of which is filed as Schedule 10.1 hereto and incorporated herein by reference.

Registration Rights Agreement

Also on May 9, 2022, the Company has entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which the Company has agreed to register the resale of the Shares. Pursuant to the registration rights agreement, the Company has agreed to file a registration statement covering the resale of the shares on or before July 18, 2022 (the “Submission Deadline”). The Company has agreed to use all reasonable efforts to make this registration statement effective as soon as possible after it is filed, but in any event no later than the Effective Date (as defined in the Registration Rights Agreement), and to keep this registration statement continuously effective until the earliest of the following dates: (i) the date on which the Shares covered by this statement of registration have been sold or may be resold pursuant to Rule 144 without restriction, or (ii) the date which is two (2) years after the Closing Date. The Company has also agreed, among other things, to pay all reasonable fees and expenses (excluding underwriters’ rebates and commissions and all fees and expenses of legal advisers, accountants and other advisors to investors, except as otherwise provided in the Registration Rights Agreement) related to the Company’s performance or compliance with the Registration Rights Agreement.

In the event that the registration statement has not been filed within 90 days of the closing date, subject to certain limited exceptions, the Company has agreed to make pro rata payments to investors as liquidated damages liquidated by an amount equal to 0.5% of the total amount invested by Investors in the Shares per 30 day period or pro rata for any part thereof for each month in which such event continues, subject to certain limits set out in the Registration Fee Agreement.

The Company has granted Investors customary indemnification rights under the registration statement. The Investors have also granted the Company customary indemnification rights under the registration statement.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is filed as Schedule 10.2 hereto and incorporated by reference herein.

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Item 3.02 Unrecorded Sales of Equity securities.

The information contained above in Section 1.01 relating to the Private Placement is hereby incorporated by reference into this Section 3.02. Based in part on the representations of the investor in the securities purchase agreement, the offer and sale of the securities will be made on the basis of the exemption granted by section 4 (a) (2) of the securities law and corresponding provisions of state securities or “blue sky” laws. The securities will not be registered under the Securities Act or any state securities law and may not be offered or sold in United States Lack of registration with the SECOND or an applicable exemption from the registration requirements. The sale of the securities will not involve a public offering and will be carried out without general solicitation or general publicity. The Investors have declared that they are accredited investors, as that term is defined in Rule 501(a) of Regulation D of the Securities Act, and that they are buying the securities for investment purposes only. and not for any resale, distribution or other disposition of the securities in violation of the WE federal securities laws.

Neither this current report on Form 8-K nor any attachment constitutes an offer to sell or the solicitation of an offer to buy common stock or other securities of the Company.

Section 8.01 Other Events.

On May 10, 2022, the Company has issued a press release announcing the private placement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Forward-looking statements

This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the expected closing date of the Private Placement, the anticipated proceeds of the Private Placement and its use, and the Company intends to file a registration statement to record the resale of the Shares. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “potential”, ” predict”, “project”, “target”, “should”, “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements due to various important factors, including risks relating to the inability of the Company, or the inability of Investors, to satisfy closing conditions for the Private Placement; risks relating to the closing of the private placement; and the risks described under “Risk Factors” in the company’s annual report on Form 10-K for the year ended December 31, 2021
filed with the Security and Exchange Commission on March 25, 2022as updated by the Company’s subsequent filings with the Security and Exchange Commission. All forward-looking statements contained in this Form 8-K speak only as of the date hereof, and the Company expressly disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits

   Exhibit
     No.                                              Description
10.1                  Securities Purchase Agreement, dated May 9, 2022, by and among Exicure, Inc.
                    and the purchasers party thereto.
10.2                  Registration Rights Agreement, dated May 9, 2022, by and among Exicure, Inc.
                    and the purchasers party thereto.
99.1                  Press release     of the Company dated May 10, 2022    .
104                 Cover Page Interactive Data File (embedded within the Inline XBRL document).


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