xcur-20230614

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): June 14, 2023 (June 12, 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)						(Zip Code)

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 OF CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

As previously disclosed on May 2, 2023, Exicure, Inc. (the “Company”) entered into a Separation and Release Agreement on April 26, 2023 with Matthias Schroff in connection with his retirement from the Company. On June 12, 2023, the Company entered into the First Amendment to the Separation and Release Agreement with Dr. Schroff (the “First Amendment”). Pursuant to the First Amendment, the date of vesting for Dr. Schroff’s existing equity awards and the issuance of additional shares of the Company to Dr. Schroff will occur on June 12, 2023 rather than the three month anniversary of his resignation.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to such agreement, which is filed as an Exhibit hereto and incorporated into this report by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:


Exhibit No.						Description
10.1						First Amendment to the Separation and Release Agreement of Matthias Schroff, dated June 12 , 2023, among Exicure, Inc. and Matthias Schroff
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: June 14, 2023	EXICURE, INC.
	(registrant)

	By:	/s/ Jung Sang Kim
		Jung Sang Kim
		Chief Executive Officer, Chief Financial Officer and President

Exhibit 10.1

FIRST AMENDMENT TO THE SEPARATION & RELEASE AGREEMENT OF MATTHIAS SCHROFF

This First Amendment To The Separation & Release Agreement Of Matthias Schroff (the “Amendment”) is effective as of the 12th day of June, 2023 (the “Effective Date”), by and between Matthias Schroff (the former “Executive”) and EXICURE, INC. (the “Company”) (each of the former Executive and the Company, a “Party,” and collectively, the “Parties”).

RECITALS

WHEREAS, the Company and the Executive have entered into that certain Separation & Release Agreement effective April 26, 2023 (the “S&R Agreement”);

WHEREAS, the Company and former Executive amended the Executive Agreement pursuant to that certain First Amendment to the S&R Agreement on June 12, 2023 (the “First Amendment”); and

WHEREAS, the Company and the former Executive wish to amend the S&R Agreement and the First Amendment as set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valid consideration, the sufficiency of which is acknowledged, the Parties hereto agree as follows:

AGREEMENT

1.Amendments to Section 3.

a.Section 3(c) of the S&R Agreement is hereby amended and restated in its entirety as follows:

Additional Payment. On June 12, 2023, grant You an additional number of shares of the common stock of the Company at the closing price on the date of such grant with a gross value equal to Three Hundred and One Thousand Nine Hundred Twelve Dollars and Thirty-Nine Cents ($301,912.39) (the “Additional Shares Payment”), less shares to cover income tax that will be paid by the company; and

b.Section 3(d) of the S&R Agreement is hereby amended and restated in its entirety as follows:

“Accelerated Vesting. On June 12, 2023 (the “Acceleration Date”), accelerate the vesting of all Your outstanding equity awards such that those awards become fully vested and exercisable as of the Acceleration Date, subject to and in accordance with the terms and conditions of the applicable award agreement governing each award, and the Company’s 2015 and 2017 Equity Incentive Plan,

(the above-referenced items collectively, the “Separation Benefits”). Because You are no longer employed, Your rights to any particular employee benefit shall be governed by applicable law and the terms and provisions of the Company’s various employee benefit plans and arrangements. You acknowledge that the Effective Date shall be the date used in determining benefits under all Company employee benefit plans. The Company’s obligation to provide You with the Separation Benefits above shall terminate immediately upon any breach by You of this Agreement or any post-termination obligations to which You are subject.

2.The former Executive reaffirms, acknowledges and agrees to continue to comply with all other aspects of the Separation & Release Agreement, including the Release, the No Admission of Liability, Confidentiality, Non-Hire, Non-Disparagement, and Prohibited Post-Employment Activities.

3.The former Executive confirms that he has read this Amendment, understands the terms thereof and has had sufficient opportunity to obtain independent legal advice.

4.Except as modified or amended in this Amendment, no other term or provision of the S&R Agreement or First Amendment is amended or modified in any respect. The S&R Agreement, and its exhibits, along with this Amendment, set forth the entire understanding between the Parties with regard to the subject matter hereof and supersedes any prior oral discussions or written communications and agreements. This Amendment cannot be modified or amended except in writing signed by the former Executive and an authorized officer of the Company.

The Parties have executed this FIRST AMENDMENT TO THE SEPARATION & RELEASE AGREEMENT OF MATTHIAS SCHROFF on the day and year written above.

EXICURE, INC.

_/s/Jung Sang Kim___________

Jung Sang (Michael) Kim

Chief Executive Officer

FORMER EXECUTIVE

_/s/ Matthias Schroff________

Matthias Schroff