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)



Exhibit 10.3

CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE
This Confidential Separation Agreement and General Release (the "Agreement") is entered into as of February 1st, 2019, by and among Ekambar Kandimalla ("Employee"), Exicure, Inc. ("Exicure"), and Exicure Operating Company ("EOC") (Exicure and EOC together are the "Company").
WHEREAS, Employee entered into a letter agreement with Exicure on or about September 26, 2015, setting forth the terms and conditions of Employee's employment with Exicure, which was thereafter amended by the First Amendment to Offer Letter by and between Employee and Exicure dated January 8, 2016 (collectively, the "Offer Letter");
WHEREAS, Employee and Exicure entered into a Stock Option Agreement under the Exicure 2015 Equity Incentive Plan (the "Plan") dated January 8, 2016 (the "Option Agreement");
WHEREAS, Employee entered into a Confidentiality, Non-Compete, Non-Hire, Non­ Disparagement, and Work Product Agreement with Exicure dated October 22, 2015 and a second Confidentiality, Non-Compete, Non-Hire, Non-Disparagement, and Work Product Agreement with Exicure dated as of May 9, 2017 (collectively the "Restrictive Covenant Agreements");
WHEREAS, Employee intends to voluntarily resign from Employee's employment with Company; and
WHEREAS, in exchange for the severance and other benefits provided herein, the parties desire to enter into this Agreement to memorialize the terms of the employment separation and Employee's agreement to continue to abide by the continuing obligations contained in the Restrictive Covenant Agreements and any other similar agreement Employee has with the Company or any of the other Released Parties (defined below).
NOW, THEREFORE, in consideration for the mutual promises contained in this Agreement and for other good and valuable consideration, the adequacy and receipt of which each party expressly acknowledges, Employee, EOC, and Exicure hereby agree as follows:
1. Separation from Employment . Employee hereby voluntarily resigns from Employee's employment with Company effective at the close of business on February 1, 2019 (the "Separation Date"). Employee hereby resigns from any and all positions that Employee holds with Company and, as applicable, its affiliates as of the Separation Date. Company hereby accepts such resignations.
2. Severance. Subject to the terms of this Agreement and provided that Employee signs and returns this Agreement to Company within 21 days after his receipt hereof, does not revoke this Agreement pursuant to Section 13 below, and complies with this Agreement:
(a)      Employee shall be entitled to a special severance payment in the gross amount of one hundred thirty-three thousand nine hundred dollars ($133,900) which Employee acknowledges constitutes six (6) months' pay (the "Severance Payment"). Subject to the foregoing, the Severance Payment will be paid prorated monthly installments over a six-month period in accordance with Company's normal payroll schedule with the first such installment commencing within thirty (30) days following the Separation Date.
(b)      Section I of the Option Agreement is hereby amended by striking the first sentence under the heading 'Termination Period" and replacing it with the following: "This Option shall be exercisable for twenty-four (24) months after Participant ceases to be a service provider."
Employee acknowledges and agrees that the benefits set forth in Section 2(a) and Section 2(b) above each provide Employee with valuable consideration to which Employee would not otherwise be entitled if Employee had not signed this Agreement.
3. Final Paycheck . Regardless of whether Employee signs this Agreement, Employee also will receive any earned and unpaid wages and vacation pay through the Separation Date in accordance with Company policy. Except as expressly provided in this Agreement, Employee's benefits will be determined by applicable benefit plans (as in effect or amended from time to time in Company's discretion). Company also will reimburse Employee for reasonable business expenses appropriately incurred by Employee prior to the Separation Date in furtherance of his employment with Company, subject to Company's applicable business



expense reimbursement policy. Employee shall submit all requests to Company for expense reimbursements within twenty-one (21) days after the Separation Date. Any requests submitted thereafter shall not be eligible for reimbursement, except as required by applicable law.
4. Released Parties . "Released Parties" as used in this Agreement includes: (a) Company and its past and present parents, divisions, subsidiaries, partnerships, affiliates, and other related entities, and (b) each of the foregoing entities and persons past, present, and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, members, associates, agents, employees, and attorneys, and (c) the predecessors, successors and assigns of each of the foregoing persons and entities.
5. Release of All Claims . Employee, and anyone claiming through Employee or on his behalf, hereby waive and release Company and the other Released Parties with respect to any and all claims, whether currently known or unknown, that Employee now has or has ever had against Company or any of the other Released Parties arising from or related to any act, omission, or thing occurring or existing at any time prior to or on the date on which Employee signs this Agreement. Without limiting the generality of the foregoing, the claims waived and released by Employee hereunder include, but are not limited to: (a) all claims arising out of or related in any way to Employee's employment, compensation, other terms and conditions of employment, or termination from employment; (b) all claims that were or could have been asserted by Employee or on his behalf: (i) in any federal, state, or local court, commission, or agency; or (ii) under any common law theory (including without limitation all claims for breach of contract (oral, written or implied), wrongful termination, defamation, invasion of privacy, infliction of emotional distress, tortious interference, fraud, estoppel, unjust enrichment, and any other contract, tort or other common law claim of any kind); and (c) all claims that were or could have been asserted by Employee or on his behalf under: (i) the Age Discrimination in Employment Act, as amended; and (ii) any other federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the following laws, as amended from time to time: Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981 & 1981a, the Americans with Disabilities Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Lilly Ledbetter Fair Pay Act of 2009, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, the Fair Credit Reporting Act, the Illinois Human Rights Act, the Illinois Equal Pay Act, the Cook County Human Rights Ordinance, and the Cook County Earned Sick Leave Ordinance. Notwithstanding the foregoing, the releases and waivers in this Section 5 shall not apply to any claim for unemployment or workers' compensation, or a claim that by law is non-waivable.
6. No Actions or Claims . Employee represents and warrants that: (a) there has not been filed by Employee or on Employee's behalf any legal or other proceedings against any of the Released Parties (provided, however, that Employee need not disclose to Company, and the foregoing representation and warranty does not apply to, conduct or matters described in Section 10 below); (b) Employee is the sole owner of the claims that are released in Section 5 above; (c) none of these claims has been transferred or assigned or caused to be transferred or assigned to any other person, firm or other legal entity; and (d) Employee has the full right and power to grant, execute, and deliver the releases, undertakings, and agreements contained in this Agreement.
7. No Other Payments or Benefits . Except as expressly provided in this Agreement, Employee acknowledges and agrees that he is not entitled to and will not receive any other compensation, payments, benefits, or recovery of any kind from Company or the other Released Parties, including without limitation any bonus, severance, equity or other payments
or any amounts under the Offer Letter (defined below). In the event of any complaint, charge, proceeding or other claim (collectively, "Claims") filed with any court, other tribunal, or governmental or regulatory entity that involves or is based upon any claim waived and released by Employee in Section 5 above, Employee hereby waives and agrees not to accept any money or other personal relief on account of any such Claims for any actual or alleged personal injury or damages to Employee, including without limitation any costs, expenses and attorneys' fees incurred by or on behalf of Employee.
8. Other Agreements. The Offer Letter is hereby terminated, null and void. The Restrictive Covenant Agreements and Options Agreement shall continue in full force and effect in accordance with their respective terms, including, with respect to the Options Agreement as amended by Section 2(b) above and, with respect to the Restrictive Covenant Agreements, subject to Section 10 below. Employee hereby reaffirms his commitment to comply in full with his obligations under the Restrictive Covenant



Agreements and represents and warrants that, subject to Section 10 below, he is in full compliance with his obligations under the Restrictive Covenant Agreements.
9. Cooperation. Following the Separation Date, and except as otherwise provided in Section 10, Employee shall cooperate fully with Company and the other Released Parties in transitioning his responsibilities as requested by Company, and shall cooperate fully in any administrative, investigative, litigation or other legal matter(s) that may arise or have arisen involving Company or any of the other Released Parties and which in any way relate to or involve Employee's employment with Company. Employee's obligation to cooperate hereunder shall include, without limitation, meeting and conferring with such persons at such times and in such places as Company and the other Released Parties may reasonably require, and giving truthful evidence and truthful testimony and executing and delivering to Company and any of the other Released Parties any truthful papers reasonably requested by any of them. Employee shall be reimbursed for reasonable out-of-pocket expenses that Employee incurs in rendering cooperation after the Separation Date pursuant to this Section 9.
10. Non-Interference . Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prevent Employee from revealing evidence of criminal wrongdoing to law enforcement or prohibit you from divulging confidential information by order of court or agency of competent jurisdiction, or from making other disclosures that are protected under the provisions of law or regulation. Nothing in this Agreement prohibits Employee from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any Inspector General, or making other disclosures that are protected under the whistleblower or other provisions of applicable law or regulation. Employee does not need the prior authorization of the Company to make any such reports or disclosures, and Employee is not required to notify the Company that he has made such reports or disclosure. U.S. federal law provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (1) in confidence to a federal, state, or local government official (either directly or indirectly) or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement limits or otherwise affects any such rights or creates liability for any such protected conduct. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal and (B) does not disclose the trade secret, except pursuant to court order.
11. No Admission. Nothing in this Agreement is intended to or shall be construed as an admission by Company or any of the other Released Parties that any of them violated any law, breached any obligation or otherwise engaged in any improper or illegal conduct with respect to Employee or otherwise. The Released Parties expressly deny any such illegal or wrongful conduct.
12. Withholding: Compliance with IRS Code Section 409A. All amounts and benefits payable under this Agreement shall be reduced by any and all required or authorized withholding and deductions. It is intended that any amounts payable under this Agreement will be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and treasury regulations relating thereto, so as not to subject Employee to the payment of any interest or tax which may be imposed under Section 409A of the Code, and this Agreement shall be interpreted and construed accordingly; provided, however, that Company and the other Released Parties shall not be responsible for any taxes, penalties, interest or other losses or expenses incurred by Employee due to any failure to comply with Section 409A of the Code. The timing of the payments or benefits provided herein may be modified to comply with Section 409A of the Code. All references in this Agreement to Employee's termination of employment and to the Separation Date shall mean a separation from service within the meaning of Section 409A of the Code. Each payment under this Agreement as a result of the separation of Employee's service shall be considered a separate payment for purposes of Section 409A of the Code. Notwithstanding any other provision in this Agreement, if on the date of Employee's separation from service (as defined in Section 409A of the Code) (i) the Company is a publicly traded corporation and (ii) Employee is a "specified employee," as defined in Section 409A of the Code, then to the extent any amount payable under this Agreement upon Employee's separation from service



constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, that under the terms of this Agreement would be payable prior to the six (6) month anniversary of Employee's separation from service, such payment shall be delayed until the earlier to occur of (x) the first day of the seventh month following Employee's separation from service or (y) the date of Employee's death. Any reimbursement payable to Employee pursuant to this Agreement shall be conditioned on the submission by Employee of all expense reports reasonably required by Company under any applicable expense reimbursement policy, and shall be paid to Employee within thirty (30) days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Employee incurred the reimbursable expense. Any amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year shall not affect the amount of expenses eligible for reimbursement or in-kind benefit to be provided during any other calendar year. The right to reimbursement or to an in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.
13. Acknowledgments . Employee understands and agrees that: (a) this is the full and final release of all claims against the Released Parties through the date he signs this Agreement; (b) he knowingly and voluntarily releases claims hereunder for valuable consideration; (c) he hereby is and has been advised of his right to have his attorney review this Agreement (at his cost) before signing it; (d) he has 21 days to consider whether to sign this Agreement; and (e) he may, at his sole option, revoke this Agreement upon written notice delivered to David Snyder, Chief Financial Officer, Exicure Operating Company, 8045 Lamon Avenue, Suite 410, Skokie, IL 60077, within 7 days after signing it. This Agreement will not become effective or enforceable until this 7-day period has expired and will be void if Employee revokes it within such period.
14. Entire Agreement, Amendment, Waiver and Headings . This Agreement embodies the entire agreement and understanding of the parties hereto with regard to the matters described herein and supersedes any and all prior and/or contemporaneous agreements and understandings, oral or written, between said parties regarding such matters, except as otherwise provided in Section 8 above. This Agreement may be modified only in a written agreement signed by both parties, and any party's failure to enforce this Agreement in the event of one or more events which violate this Agreement shall not constitute a waiver of any right to enforce this Agreement against subsequent violations. The Section headings used herein are for convenience of reference only and are not to be considered in construction of the provisions of this Agreement.

15. Governing Law . This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Illinois, without regard to its choice of law rules.

16. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid.under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.


[Signature Page Follows]



THE PARTIES STATE THAT THEY HAVE READ THE FOREGOING, UNDERSTAND EACH OF ITS TERMS, AND INTEND TO BE BOUND THEREBY:


EKAMBAR KANDIMALLA
 
EXICURE OPERATING COMPANY
 
 
 
/s/ Ekambar Kandimalla
 
By: /s/ David Giljohann
Date: Feb. 14, 2019
 
David Giljohann
 
 
Title: CEO
 
 
Date: February 1st, 2019
 
 
 
 
 
EXICURE, INC.
 
 
 
 
 
By: /s/ David Giljohann
 
 
David Giljohann
 
 
Title: CEO
 
 
Date: February 1st, 2019




Exhibit 31.1
CERTIFICATIONS
I, David A. Giljohann, Ph.D., certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Exicure, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 14, 2019

 
/s/ David A. Giljohann, Ph.D.
David A. Giljohann, Ph.D.
President and Chief Executive Officer


 
Exhibit 31.2
CERTIFICATIONS
I, David S. Snyder, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Exicure, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 14, 2019
 
 
/s/ David S. Snyder
David S. Snyder
Chief Financial Officer


 
Exhibit 32.1
SECTION 1350 CERTIFICATIONS*
Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350), David A. Giljohann, Ph. D., President and Chief Executive Officer of Exicure, Inc. (the “Company”), and David S. Snyder, Chief Financial Officer of the Company, each hereby certifies that, to the best of his knowledge:
1. The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, to which this Certification is attached as Exhibit 32.1 (the “Quarterly Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
2. The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 14, 2019
 
 
 
 
 
/s/ David A. Giljohann, Ph.D.
 
 
 
/s/ David S. Snyder
David A. Giljohann, Ph.D.
 
 
 
David S. Snyder
President and Chief Executive Officer
 
 
 
Chief Financial Officer
 
*
This certification accompanies the Quarterly Report on Form 10-Q, to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company 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 the Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.