Exicure, Inc. Announces Closing of Private Placement Transaction with CBI USA, Inc. and Changes to the Board of Directors

Rhea-AI Summary

Exicure Inc. (NASDAQ: XCUR) has successfully closed a private placement with CBI USA, Inc., finalizing the agreement made on September 26, 2022. This transaction, completed on February 24, 2023, involved the issuance of 3,400,000 shares at $1.60 per share, resulting in approximately $5.4 million in gross proceeds aimed at general working capital. Following the deal, CBI USA emerged as Exicure's majority shareholder, holding around 50.4% of the company’s shares, leading to a change of control. Additionally, three new board members nominated by CBI USA were appointed, while Elizabeth Garofalo resigned from the Board.

Positive

• CBI USA becomes the majority shareholder, potentially providing strategic direction and support.
• Infusion of $5.4 million in gross proceeds for working capital.

Negative

• Change of control may raise concerns about continuity and direction under new leadership.
• Resignation of Elizabeth Garofalo creates a leadership gap within the Board.

CHICAGO--(BUSINESS WIRE)-- Exicure, Inc. (NASDAQ: XCUR), an early-stage biotechnology company historically focused on developing nucleic acid therapies targeting ribonucleic acid against validated targets, today announced the closing of the previously-announced private placement transaction with CBI USA, Inc. (“CBI USA”) effective February 24, 2023. In connection with the closing of the private placement transaction, Exicure also announced changes to its Board of Directors (the “Board”).

Closing of Private Placement Transaction with CBI USA

As previously disclosed, on September 26, 2022, Exicure entered into a securities purchase agreement (the “Securities Purchase Agreement”) with CBI USA, pursuant to which Exicure agreed to issue and sell to CBI USA in a private placement an aggregate of 3,400,000 shares of Exicure’s common stock, par value $0.0001 per share, at a purchase price of $1.60 per share (the “Private Placement”).

Following the satisfaction of closing conditions, including the approval of the Private Placement by stockholders of Exicure at a Special Meeting of Stockholders dated December 15, 2022, Exicure and CBI USA closed the Private Placement on February 24, 2023. Exicure received gross proceeds of approximately $5.4 million in connection with the close of the Private Placement and expects to use the proceeds for general working capital purposes.

Following the closing of the Private Placement, CBI USA became Exicure’s majority shareholder, owning approximately 50.4% of Exicure’s outstanding shares of common stock, resulting in a “change of control” of Exicure under the applicable rules of Nasdaq.

Changes to the Board of Directors

In connection with the closing of the Private Placement and pursuant to CBI USA’s rights under the Securities Purchase Agreement, the Board appointed three CBI USA nominees to the Board, as follows: Paul Kang, Chang-il Ahn, and Hyuk-ku Lee.

Following the appointment of Mr. Kang, Mr. Ahn, and Mr. Lee, Elizabeth Garofalo, M.D. tendered her resignation from the Board and as Chair of the Board, as well as from the Audit Committee, Compensation Committee and Nominating and Governance Committee of the Board, effective February 24, 2023.

“On behalf of the Board and the Exicure organization, I would like to thank Betsy for all her contributions to the Company and wish her the best in the future,” said Matthias Schroff, Chief Executive Officer of Exicure. “We are also pleased to announce the closing of the further investment by CBI USA, now our majority controlling shareholder, and look forward to working with our new Board members and CBI USA in continuing to explore strategic transactions as well as strategic alternatives for our existing clinical and preclinical programs to maximize stockholder value,” commented Dr. Schroff.

About Exicure

Exicure, Inc. is an early-stage biotechnology company historically focused on developing nucleic acid therapies targeting ribonucleic acid against validated targets. The Company continues to actively pursue out-licensing opportunities for its clinical asset, cavrotolimod, as well as for its preclinical candidates, including the SCN9A program for neuropathic pain, and to pursue all strategic alternatives with the goal of maximizing stockholder value. 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, without limitation, 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 Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 filed with the Securities and Exchange Commission on November 14, 2022, 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230224005396/en/

Media Contact:

Karen Sharma

MacDougall

781-235-3060

ksharma@macdougall.bio

Source: Exicure, Inc.

FAQ

What was the purpose of Exicure’s recent private placement with CBI USA?

The private placement aimed to raise approximately $5.4 million for general working capital purposes.

When did Exicure close its private placement with CBI USA?

The private placement was closed on February 24, 2023.

What percentage of shares does CBI USA own in Exicure after the placement?

CBI USA owns approximately 50.4% of Exicure’s outstanding shares following the placement.

Who were the new appointees to Exicure's Board of Directors?

The new appointees are Paul Kang, Chang-il Ahn, and Hyuk-ku Lee.

What impact does the change in majority ownership have on Exicure?

The change in majority ownership may lead to shifts in strategy and operational focus, potentially affecting stockholder value.