EXICURE, INC. (Form: 8-K, Received: 12/10/2021 17:26:43)

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): December 10, 2021

____________________

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)

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 1.01 Entry into a Material Definitive Agreement.

Amendment to MidCap Credit Agreement

On December 10, 2021, Exicure, Inc. (the “Company”) entered into an amendment (“Amendment No. 4”) to the Company’s Credit and Security Agreement, dated as of September 25, 2020, as amended on October 21, 2020, July 30, 2021 and September 30, 2021, with MidCap Financial Trust, as agent (“MidCap”), and the lenders party thereto from time to time (as amended by Amendment No. 3, the “MidCap Credit Agreement”), to prepay $10.0 million of the Company’s outstanding loans under its senior secured term loan debt facility with MidCap. This leaves a remaining outstanding balance of $7.5 million under the debt facility, which will remain subject to the existing terms and conditions of the facility. The Company also agreed to place $8.0 million, or such lesser amount as MidCap and the lenders may agree, in a blocked account governed by a control agreement, by no later than December 17, 2021 at 5:00 p.m. Eastern Time.

The foregoing description of Amendment No. 4 does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of Amendment No. 4, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.05 Costs Associated with Exit or Disposal Activities.

On December 10, 2021, the Company announced its commitment to a plan to wind down the Company’s immuno-oncology program for cavrotolimod (AST-008) and the Company’s XCUR-FXN preclinical program for the treatment of Friedreich’s ataxia. The Company intends to realign its research and development resources to support (i) the development of its preclinical program targeting SCN9A for neuropathic pain, (ii) the continued advancement of its partnered programs with Ipsen Biopharm Limited to develop SNA-based treatments in neuroscience targeting Huntington’s disease and Angelman syndrome, (iii) its continued advancement of its partnered program with AbbVie to develop SNA-based treatments for hair loss disorders, as well as (iv) the continued research and development of other undisclosed therapeutic product candidates. This plan will implement a reduction in force where the Company will eliminate approximately 50% of the Company’s existing workforce on a staggered basis through January 2022 as well as other cost-cutting measures.

The Company anticipates that it will complete the implementation of the plan by March 31, 2022. Affected employees will be offered separation benefits, including severance payments and temporary healthcare coverage assistance. Additionally, the Company is evaluating its facilities and contractual relationships utilized in the cavrotolimod and XCUR-FXN programs and the associated contractual obligations to determine the appropriate course of action and any associated charges to wind down the ongoing clinical trials. The Company estimates that it will incur total expenses relating to the realignment of approximately $1.2 million, consisting of severance and termination-related costs. All of the severance and termination-related costs represent cash expenditures. The Company expects to record a significant portion of these charges in the fourth quarter of 2021.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Officers; Compensatory Arrangements of Certain Officers.

Management Changes

The Board of Directors of the Company (the “Board”) appointed Brian C. Bock, the Company’s Chief Financial Officer, as the Company’s Chief Executive Officer, replacing David Giljohann, effective December 10, 2021. The Board appointed Dr. Giljohann to the position of Chief Technology Officer of the Company effective December 10, 2021. Dr. Giljohann will serve as Chief Technology Officer of the Company through January 30, 2022, at which time he will separate from the Company. In connection with his transition to the position of Chief Technology Officer, Dr. Giljohann resigned as a member of the Board, effective December 10, 2021. Mr. Bock was appointed as a member of the Board, effective December 10, 2021, to fill the vacancy created by Dr. Giljohann.

In connection with Mr. Bock’s appointment as Chief Executive Officer, on the approval and recommendation of the Compensation Committee of the Board (the “Compensation Committee”), and following subsequent approval of the Board, effective December 10, 2021, the Company and Mr. Bock entered into an amendment (the “Bock Amendment”) to his employment agreement dated April 16, 2021. Under the terms of the Bock Amendment, Mr. Bock’s initial annual base salary was increased to $525,000 and is eligible to earn an annual cash incentive bonus, which is initially set at a target aggregate bonus amount of 50% of Mr. Bock’s base salary, upon achievement of certain individual and/or Company performance goals set by the Compensation Committee.

Under the terms of the Bock Amendment the Company entered into with Mr. Bock:

•Subject to Mr. Bock’s continued employment through January 31, 2022, the Company will pay Mr. Bock a one-time retention award of $180,000, subject to applicable tax withholdings, as soon as practicable and no later than five business days after January 31, 2022.

•In the event of termination of Mr. Bock’s employment by the Company without “Cause” or by Mr. Bock with “Good Reason” (as such terms are defined in Mr. Bock’s original employment agreement), Mr. Bock’s cash severance payment shall be increased to twelve (12) months of base salary, payable in the form of salary continuation payments during the applicable severance period. Such severance period reflects an increase from the prior six (6) month period.

•In the event of termination of Mr. Bock’s employment by the Company without “Cause” or by Mr. Bock with “Good Reason” (as such terms are defined in Mr. Bock’s original employment agreement) within twelve (12) months following a “Change in Control” of the Company (as such term is defined in Mr. Bock’s original employment agreement), Mr. Bock’s severance period shall be increased to an eighteen (18) month period from the date of termination. Such severance period reflects an increase from the prior fifteen (15) month period. The Company also agreed to pay Mr. Bock an annual cash bonus equal to his annual target bonus opportunity for the year in which the termination of employment occurs, payable no later than 30 days after the effective date of the release contemplated by the Bock Amendment. In addition, if Mr. Bock timely elects to receive continued coverage under the Company’s group health care plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then he will be entitled to receive payment of the employer portion of his COBRA premiums until the earlier of (a) eighteen (18) months from his termination date or (b) the date he obtains or becomes eligible for health care coverage from a new employer or otherwise.

•Furthermore, Mr. Bock has voluntarily waived his right to the second tranche of his previously negotiated sign-on bonus. This payment, an amount of $60,000, would have been paid by the Company in December 2022 pursuant to the terms of Mr. Bock’s original employment agreement, assuming Mr. Bock’s continued employment.

Mr. Bock was also appointed as the Company’s principal executive officer and will retain the designation of principal financial officer. He will receive no additional compensation for this designation.

A future Current Report on Form 8-K will be filed to discuss compensation terms for Dr. Giljohann’s appointment as Chief Technology Officer and separation from the Company.

The Board appointed Matthias Schroff, the Company’s Chief Operating Officer, to the position of Chief Scientific Officer of the Company effective December 10, 2021. In connection with Dr. Schroff’s appointment as Chief Scientific Officer, on the approval and recommendation of the Compensation Committee, and following subsequent approval of the Board, effective December 10, 2021, the Company and Dr. Schroff entered into an amendment (the “Schroff Amendment”) to his employment agreement dated December 10, 2019 as amended by that certain side letter dated June 9, 2020. Subject to Dr. Schroff’s continued employment in good standing through May 31, 2022, the Company will pay Dr. Schroff a one-time retention award of $140,000 (the “Schroff Retention Award”), subject to applicable tax withholdings. Fifty percent (50%) of the Schroff Retention Award will be paid on February 15, 2022 (the “February 2022 Portion”), and fifty percent (50%) of the Schroff Retention Award will be paid to Dr. Schroff within ten (10) days after May 31, 2022. Both such portions of the Schroff Retention Award shall become earned upon May 31, 2022. If Dr. Schroff voluntarily terminates his employment or his employment is terminated for “Cause” (as such term is defined in Dr. Schroff’s original employment agreement) prior to May 31, 2022, but after receipt of the February 2022 Portion, Dr. Schroff will be required to repay the February 2022 Portion. Dr. Schroff’s annual base salary and initial annual bonus target were not amended in connection with his new role.

As part of the workforce reduction described in Item 2.05, Douglas Feltner, the Company’s Chief Medical Officer, is separating from the Company effective January 30, 2022. In connection with his separation, Mr. Feltner will receive (i) a severance payment of approximately $200,000, which will be payable in the form of salary continuation payments and (ii) his annual cash bonus for 2022, based on the actual achievement of the performance targets, pro-rated for one-month portion of 2022 that he will be employed by the Company, and the bonus will be payable at the same time bonuses are paid to senior management (which is currently expected to occur in the first quarter of 2023).

The foregoing descriptions of the Bock Amendment and Schroff Amendment do not purport to be complete and are qualified in their entirety by reference to the full texts of the Bock Amendment and Schroff Amendment, each of which is included herewith as Exhibit 10.2 and 10.3 to this Current Report on Form 8-K, respectively, and each of which is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On December 10, 2021, the Company issued a press release announcing the events set forth in Items 1.01, 2.05, 5.02 and 8.01. A copy of the press release is furnished as Exhibit 99.1.

The information furnished under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

The Company previously reported in its Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 19, 2021, that, on November 9, 2021, the Audit Committee of the Board was notified of a claim regarding alleged improprieties that a former senior researcher of the Company claimed to have committed with respect to the Company’s XCUR-FXN preclinical program for the treatment of Friedreich’s ataxia. The senior researcher had voluntarily resigned from the Company on November 8, 2021. The Audit Committee retained outside counsel to conduct an internal investigation of the claims. Based on the results of outside counsel’s investigation, the Audit Committee and the Company have concluded that the subject matters under investigation did not have a material adverse impact on the Company’s financial condition or results of operations, and does not require any change in the Company’s financial statements. The results of the investigation are summarized below.

The Audit Committee and the Company investigated statements made by Dr. Grant Corbett, the Company’s former Group Leader of Neuroscience. Dr. Corbett voluntarily resigned from the Company on November 8, 2021. As part of his resignation, he claimed that when he was employed by the Company, he intentionally misreported certain raw data related to the research and development of XCUR FXN. The investigation began promptly after the receipt of Dr. Corbett’s resignation and allegations and was substantially completed in early December 2021. The Audit Committee provided outside counsel with significant resources, without imposing limitations on the investigation’s scope, timing or access to information. The investigation involved collection and review of a significant number of documents. communications and data, and interviews of numerous witnesses. Dr. Corbett was also interviewed during the investigation.

The investigation revealed that: (1) beginning in the autumn of 2020, Dr. Corbett misreported raw data from certain research and development experiments related to XCUR-FXN; (2) Dr. Corbett misreported the results of at least three different experiments that were conducted through at least February 2021; (3) the misreported data related solely to efficacy rather than safety of XCUR-FXN; (4) the misreported data was included in various public presentations and SEC filings from as early as January 7, 2021 through as late as August 12, 2021; (5) Dr. Corbett acted alone in misreporting the data, without the assistance or knowledge of anyone else at the Company, including Company management and other research and development employees and did not inform anyone at the Company of his actions until his resignation in November 2021; (6) Company management reasonably relied on Dr. Corbett’s analysis when making public statements that included Dr. Corbett’s misreported data; and (7) no other Company program was impacted by Dr. Corbett’s misreporting of the XCUR-FXN data.

The Board and the Audit Committee have begun a process with the assistance of counsel to address the results of the investigation. The Board and the Audit Committee also intend to enhance the Company’s policies and procedures regarding data management and integrity.

Cautionary Note Regarding Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements in this Current Report on Form 8-K other than statements of historical fact could be deemed forward looking including, but not limited to, statements regarding the benefits of the proposed restructuring program; the anticipated timing and details of the reduction in force; expected charges and costs associated with the reduction in workforce that the Company expects to incur in the fourth quarter of 2021; statements regarding the internal investigation conducted by the Audit Committee; the Company’s expectations with respect to the alignment of the Company’s R&D resources and the further development of its preclinical program pipeline; the wind down of its cavrotolimod (AST-008) program and XCUR-FXN preclinical program for the treatment of Friedreich’s ataxia, including the estimated timing and cost savings; the proposed benefits of any of the Company’s partnered programs; and the Company’s business plans and objectives. Words such as “plans,” “expects,” “will,” “shall,” “anticipates,” “continue,” “expand,” “advance,” “believes,” “guidance,” “target,” “may,” “remain,” “project,” “outlook,” “intend,” “estimate,” “could,” “should,” 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. The forward-looking statements in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to update these forward-looking statements. 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. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: the risks that the ongoing COVID-19 pandemic may disrupt the Company’s business and/or the global healthcare system (including its supply chain) more severely than it has to date or more severely than anticipated; unexpected costs, charges or expenses that reduce the Company’s capital resources; the Company’s preclinical or clinical programs do not advance or result in approved products on a timely or cost effective basis or at all; the cost, timing and results of clinical trials; that many drug candidates do not become approved drugs on a timely or cost effective basis or at all; the ability to enroll patients in clinical trials; possible safety and efficacy concerns; risks that preliminary results from preclinical studies and clinical trials are not necessarily predictive of future results; the ability of the Company to collaborate successfully with strategic partners; regulatory developments; exposure to litigation, including patent litigation, and/or regulatory actions; the ability of the Company to protect its intellectual property rights; the impact of the completion of the Audit Committee’s investigation and review, including any related investigations or proceedings, shareholder lawsuits, reputational harm, or the possibility that executives or other employees may resign or be terminated. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. 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 filed with the SEC on November 19, 2021, as updated by the Company’s subsequent filings with the Securities and Exchange Commission. All information in this Current Report on Form 8-K 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.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.						Description
10.1						A mendment No. 4 dated as of December 10 , 2021 to Credit and Security Agreement, dated as of September 25, 2020 by and among Exicure, Inc., Exicure Operating Company, the lenders party thereto from time to time and MidCap Financial Trust, as agent.
10.2						First Amendment to the Employment Agreement, by and between Exicure, Inc. and Brian Bock, dated December 10, 2021.
10.3						Second Amendment to the Employment Agreement, by and between Exicure, Inc. and Matthias Schroff, dated December 10, 2021.
99.1						Press release dated December 10, 2021.
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: December 10, 2021	EXICURE, INC.

	By:	/s/ Elias D. Papadimas
		Elias D. Papadimas
		Chief Accounting Officer

Exhibit 10.1

Execution Version

AMENDMENT NO. 4 TO CREDIT AND SECURITY AGREEMENT

This AMENDMENT NO. 4 TO CREDIT AND SECURITY AGREEMENT (this “Agreement”) is made as of this 10th day of December, 2021, by and among EXICURE, INC., a Delaware corporation (“Parent”), as a Borrower, EXICURE OPERATING COMPANY, a Delaware corporation (“Exicure Operating Company”), as a Borrower, MIDCAP FINANCIAL TRUST, as Agent (in such capacity, together with its successors and assigns, “Agent”) and the financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.

RECITALS

A.Agent, Lenders and Borrowers have entered into that certain Credit and Security Agreement, dated as of September 25, 2020 (as amended by that certain Amendment No. 1 to Credit and Security Agreement, dated as of October 21, 2020, as amended by that certain Amendment No. 2 to Credit and Security Agreement, dated as of July 30, 2021, that certain Amendment No. 3 to Credit and Security Agreement, dated as of September 30, 2021 and as further amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Original Credit Agreement” and, as the same is amended hereby and as it may be further amended, modified, supplemented and restated from time to time, the “Credit Agreement”), pursuant to which the Lenders have agreed to make certain advances of money and to extend certain financial accommodations to Borrowers in the amounts and manner set forth in the Credit Agreement.

B.Borrowers have requested, and Agent and Lenders have agreed, on and subject to the terms and conditions set forth in this Agreement and the other Financing Documents, to, among other things, amend certain provisions of the Original Credit Agreement to provide, among other things, for (i) the prepayment, in part, of the Credit Extensions on the date hereof, (ii) the waiver of certain prepayment fees in connection with such prepayment, and (iii) the addition of certain financial covenants.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, the terms and conditions set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Agent, Lenders and Borrowers hereby agree as follows:

1.Recitals. This Agreement shall constitute a Financing Document and the Recitals and each reference to the Credit Agreement, unless otherwise expressly noted, will be deemed to reference the Credit Agreement as amended hereby. The Recitals set forth above shall be construed as part of this Agreement as if set forth fully in the body of this Agreement and capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement (including those capitalized terms used in the Recitals hereto).

2.Prepayment of the Credit Extensions.

(a)Borrowers hereby agree to make, on the date hereof, a prepayment to Agent (for the benefit of Lenders in accordance with their Pro Rata Shares) of the Credit Extensions under Credit Facility #1 in an aggregate principal amount equal to $10,000,000 (the “Fourth Amendment Prepayment”). The Fourth Amendment Prepayment shall be made in immediately available funds without setoff, deduction or counterclaim and shall be applied by Agent in accordance with Section 2.6(c) of the Credit Agreement.

(b)Agent and each Lender hereby agree, solely in respect of the Fourth Amendment Prepayment, to waive Applicable Prepayment Fee set forth on Credit Facility Schedule for Credit Facility #1. Without limiting the foregoing, Agent and each Lender agree that Borrowers shall not be required to pay the Partial Exit Fee (as defined in the Fee Letter) in respect of the Fourth Amendment Prepayment on the date hereof; provided that the amount constituting such Partial Exit Fee shall be due and payable on the Full Exit Fee Payment Date (as defined in the Fee Letter), except to the extent otherwise provided in this Agreement. Agent and each Lender hereby waive the requirement to deliver notice of prepayment

MidCap / Exicure / Amendment No. 4

pursuant to Section 2.3 of the Original Credit Agreement with respect to the Fourth Amendment Prepayment.

(c)Any failure by Borrowers to make the Fourth Amendment Prepayment on the date hereof shall constitute an immediate and automatic Event of Default under Section 10.1(a) of the Credit Agreement.

3.Certain Waivers and Agreements.

(a)Agent and each Lender agrees that, notwithstanding anything to the contrary herein or in any other Financing Document, after giving effect to the terms of this Agreement, (i) no Default or Event of Default has occurred and is continuing under Sections 10.1(l)(iv) or (n) of the Credit Agreement and (ii) any Default or Event of Default under Sections 10.1(c), (l)(iv) or (n) of the Credit Agreement that may have occurred on or prior to the date hereof is hereby waived ab initio, in each case, directly relating to, the Borrowers’ XCUR-FXN preclinical program described in Parent’s Form NT 10-Q and Form 10-Q filed with the SEC on November 15, 2021 and November 19, 2021, respectively.

(b)Agent and each Lender agrees that, if Borrowers cause the Obligations to be prepaid in cash in full on or prior to March 31, 2022, Agent and each Lender shall waive (i) the Applicable Prepayment Fee set forth in Credit Facility Schedule for Credit Facility #1 in full, and (ii) the unaccrued portion of the exit fee payable pursuant to paragraph 2 of the Fee Letter (as such amount is determined by Agent in its reasonable discretion in accordance with internal account practices) that would otherwise be due and payable on the Full Exit Fee Payment Date (as defined in the Fee Letter).

(c)The waivers and agreements set forth in Sections 2 and 3 hereof are effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of the Credit Agreement or of any other Financing Document; (ii) prejudice any right that Agent or Lenders have or may have in the future under or in connection with the Credit Agreement or any other Financing Document; (iii) except as provided in Section 3(a), constitute a consent to or waiver of any past, present or future Default or Event of Default or other violation of any provisions of the Credit Agreement or any other Financing Documents; or (iv) establish a custom or course of dealing among any of the Borrowers, on the one hand, or Agent or any Lender, on the other hand.

4.Amendment to Original Credit Agreement. Subject to the terms and conditions of this Agreement, including, without limitation, the conditions to effectiveness set forth in Section 6 below, the Original Credit Agreement is hereby amended as follows:

(a)Section 2.3(d) of the Original Credit Agreement is hereby amended by adding the following sentence at the end thereof:

“Notwithstanding the foregoing or anything to the contrary herein, Borrowers shall have the right to make the Fourth Amendment Prepayment (as defined in Amendment No. 4) in accordance with, and on the terms set forth in, Amendment No. 4.”

(b)Section 6.6 of the Original Credit Agreement is hereby amended by adding a new subsection (d) at the end thereof as follows:

“(d) Notwithstanding anything to the contrary in this Agreement, Borrowers shall:

(i) by no later than 5:00 p.m. (Eastern time) on December 17, 2021 (or such later date Agent and Required Lenders may agree in writing in their sole discretion) and at all times thereafter, maintain at least $20,000,000 in Borrower Unrestricted Cash (or such lesser amount as Agent and the Required Lenders may agree in writing in their sole discretion) in Deposit Accounts (including, for the avoidance of doubt, the Blocked Account) at Silicon Valley Bank, which Deposit Accounts are subject at all times to Control Agreements;

MidCap / Exicure / Amendment No. 4

(ii) by no later than 5:00 p.m. (Eastern time) on December 17, 2021, cause Exicure Operating Company to open a segregated Deposit Account at Silicon Valley Bank (the “Blocked Account”) and cause to be executed a delivered to Agent a blocked account Control Agreement with respect to the Blocked Account, which agreement shall contain such terms and conditions as Agent may reasonably require, including providing that Borrowers shall have no access to the funds on deposit in Blocked Account and Silicon Valley Bank shall comply with solely with the instructions of the Agent as to the disposition of funds therein; and

(iii) by no later than 5:00 p.m. (Eastern time) on December 17, 2021 (or such later date Agent and Required Lenders may agree in writing in their sole discretion) and at all times thereafter, deposit and maintain at least $8,000,000 in Borrower Unrestricted Cash (or such lesser amount as Agent and the Required Lenders may agree in writing in their sole discretion) in the Blocked Account.

(c)Article 15 of the Original Credit Agreement is amended to add the following defined term in alphabetical order:

““Amendment No. 4” means that certain Amendment No. 4 to Credit and Security Agreement, dated as of December 10, 2021, by and among the Borrowers, the Agent and the Lenders party thereto.”

(d)The definition of Springing IP Lien Event in Article 15 of the Original Credit Agreement is amended by relacing such definition in its entirety with the following:

“Springing IP Lien Event” means that, on any date, the Borrowers have allowed, as of the close of business on such date, the aggregate Borrower Unrestricted Cash maintained in Deposit Accounts at Silicon Valley Bank to be less than $20,000,000.

(e)Credit Facility Schedule for Credit Facility #2 attached to the Original Credit Agreement is hereby amended by replacing the definition of Commitment Termination Date therein in its entirety with the following:

“Commitment Termination Date: December 9, 2021.”

5.Representations and Warranties; Reaffirmation of Security Interest.

(a)Each Borrower hereby confirms that, after giving effect to this Agreement, all of the representations and warranties set forth in the Credit Agreement are true and correct in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty) with respect to Borrowers as of the date hereof except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct in all material respects as of such earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

(b)Nothing herein is intended to impair or limit the validity, priority or extent of Agent’s security interests in and Liens on the Collateral. Each Borrower acknowledges and agrees that the Credit Agreement, the other Financing Documents and this Agreement constitute the legal, valid and binding obligation of such Borrower, and are enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.

6.Conditions to Effectiveness. This Agreement shall become effective as of the date on which each of the following conditions has been satisfied, as determined by Agent in its sole discretion:

MidCap / Exicure / Amendment No. 4

(a)Agent shall have received (including by way of facsimile or other electronic transmission) a duly authorized, executed and delivered counterpart of the signature page to this Agreement from Borrowers, Agent and the Lenders;

(b)After giving effect to the agreements set forth herein, all representations and warranties of Borrowers contained herein shall be true and correct in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty) as of the date hereof except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct in all material respects as of such earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof (and such parties’ delivery of their respective signatures hereto shall be deemed to be its certification thereof);

(c)After giving effect to the agreements set forth herein, no Default or Event of Default shall exist under any of the Financing Documents; and

(d)Agent shall have received the Fourth Amendment Prepayment in immediately available funds on the date hereof in accordance with Section 2.

7.Release. In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower, voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself and all of its respective parents, subsidiaries, affiliates, members, managers, predecessors, successors, and assigns, and each of its respective current and former directors, officers, shareholders, agents, and employees, and each of its respective predecessors, successors, heirs, and assigns (individually and collectively, the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge each of Agent, Lenders, and each of their respective parents, subsidiaries, affiliates, members, managers, shareholders, directors, officers and employees, and each of their respective predecessors, successors, heirs, and assigns (individually and collectively, the “Released Parties”), of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, that the Releasing Parties (or any of them) has against the Released Parties or any of them (whether directly or indirectly), based in whole or in part on facts, now known or of which the Releasing Parties would reasonably be expected to know, existing on or before the date hereof, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Financing Documents or transactions contemplated thereby or any actions or omissions in connection therewith or (ii) any aspect of the dealings or relationships between or among any Borrower, on the one hand, and any or all of the Released Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof, in each case, based in whole or in part on facts now known to exist before the date hereof. Each Borrower acknowledges that the foregoing release is a material inducement to Agent’s and each Lender’s decision to enter into this Agreement and agree to the modifications contemplated hereunder, and has been relied upon by Agent and Lenders in connection therewith. Without limiting the terms and conditions set forth in the Credit Agreement, the general release set forth in this Section 7 shall not extend to, and shall not include, any obligations of Agent and the Lenders to make the Credit Extensions after the date of this Agreement to Borrowers in accordance with the terms of the Credit Agreement.

8.No Waiver or Novation. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided in this Agreement, operate as a waiver of any right, power or remedy of Agent, nor constitute a waiver of any provision of the Credit Agreement, the Financing Documents or any other documents, instruments and agreements executed or delivered in connection with any of the foregoing. Nothing herein is intended or shall be construed as a waiver of any existing Defaults or Events of Default under the Credit Agreement or the other Financing Documents or any of Agent’s rights and remedies in respect of such Defaults or Events of Default, except as expressly provided in this Agreement. This Agreement (together with any other document executed in connection herewith) is not intended to be, nor shall it be construed as, a novation of the Credit Agreement.

MidCap / Exicure / Amendment No. 4

9.Affirmation. Except as specifically amended pursuant to the terms hereof, each Borrower hereby acknowledges and agrees that the Credit Agreement and all other Financing Documents (and all covenants, terms, conditions and agreements therein) shall remain in full force and effect, and are hereby ratified and confirmed in all respects by Borrowers. Each Borrower covenants and agrees to comply with all of the terms, covenants and conditions of the Credit Agreement and the Financing Documents, notwithstanding any prior course of conduct, waivers, releases or other actions or inactions on Agent’s or any Lender’s part which might otherwise constitute or be construed as a waiver of or amendment to such terms, covenants and conditions.

10.Miscellaneous.

(a)Reference to the Effect on the Credit Agreement. Upon the effectiveness of this Agreement, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of similar import shall mean and be a reference to the Credit Agreement, as amended by this Agreement. Except as specifically amended above, the Credit Agreement, and all other Financing Documents (and all covenants, terms, conditions and agreements therein), shall remain in full force and effect, and are hereby ratified and confirmed in all respects by Borrowers.

(b)GOVERNING LAW. THIS AGREEMENT AND ALL DISPUTES AND OTHER MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).

(c)WAIVER OF JURY TRIAL. BORROWERS, AGENT AND THE LENDERS PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH BORROWER, AGENT AND EACH LENDER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH BORROWER, AGENT AND EACH LENDER WARRANTS AND REPRESENTS THAT IT HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

(d)Incorporation of Credit Agreement Provisions. The provisions contained in Article 12 (Choice of law; venue and jury trial waiver) and Section 13.2 (Indemnification) of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their entirety.

(e)Headings. Section headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

(f)Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or by electronic mail delivery of an electronic version (e.g., .pdf or .tif file) of an executed signature page shall be effective as delivery of an original executed counterpart hereof and shall bind the parties hereto. In furtherance of the foregoing, the words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby or thereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based

MidCap / Exicure / Amendment No. 4

recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. As used herein, “Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or other record.

(g)Entire Agreement. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.

(h)Severability. In case any provision of or obligation under this Agreement shall be invalid, illegal or unenforceable in any applicable jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

(i) Successors/Assigns. This Agreement shall bind, and the rights hereunder shall inure to, the respective successors and assigns of the parties hereto, subject to the provisions of the Credit Agreement and the other Financing Documents.

[SIGNATURES APPEAR ON FOLLOWING PAGES]

MidCap / Exicure / Amendment No. 4

IN WITNESS WHEREOF, intending to be legally bound, the undersigned have executed this Agreement as of the day and year first hereinabove set forth.

AGENT: MIDCAP FINANCIAL TRUST,

By: Apollo Capital Management, L.P.,

its investment manager

By: Apollo Capital Management GP, LLC,

its general partner


By:						/s/ Maurice Amsellem
Name:						Maurice Amsellem
Title:						Authorized Signatory

LENDERS: MIDCAP FINANCIAL TRUST,

By: Apollo Capital Management, L.P.,

its investment manager

By: Apollo Capital Management GP, LLC,

its general partner


By:						/s/ Maurice Amsellem
Name:						Maurice Amsellem
Title:						Authorized Signatory

MidCap / Exicure / Amendment No. 4

LENDERS: SILICON VALLEY BANK


By:						/s/ Kristine Rohmer
Name:						Kristine Rohmer
Title:						Director

MidCap / Exicure / Amendment No. 4

LENDERS: ELM 2020-4 TRUST

By: MidCap Financial Services Capital Management, LLC, as Servicer


By:						/s/ Adam Day
Name:						Adam Day
Title:						Authorized Signatory

ELM 2020-3 TRUST

By: MidCap Financial Services Capital Management, LLC, as Servicer


By:						/s/ Adam Day
Name:						Adam Day
Title:						Authorized Signatory

MidCap / Exicure / Amendment No. 4

BORROWERS: EXICURE, INC.


By:						/s/ Brian C. Bock
Name:						Brian C. Bock
Title:						Chief Financial Officer

EXICURE OPERATING COMPANY


By:						/s/ Brian C. Bock
Name:						Brian C. Bock
Title:						Chief Financial Officer

MidCap / Exicure / Amendment No. 4

Exhibit 10.2

FIRST AMENDMENT TO THE
EMPLOYMENT AGREEMENT OF BRIAN BOCK

This FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT OF BRIAN BOCK (the “Amendment”) is entered into this 10th day of December 2021 (the “Effective Date”), by and between BRIAN BOCK (the “Executive”) and EXICURE, INC. (the “Company”).

RECITALS

WHEREAS, the Company and the Executive have entered into that certain Employment Agreement effective April 16, 2021 (the “Executive Agreement”); and

WHEREAS, the Company and the Executive desire to employ the Executive as its Chief Executive Officer and the Executive desires to accept such employment and to perform the duties to the Company on the terms and conditions hereinafter set forth in this Amendment; and

WHEREAS, the Company and the Executive wish to amend the Executive Agreement 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.Amendment to Section 2. Section 2 of the Executive Agreement is hereby replaced in its entirety as follows:

Position and Duties. Subject to the terms and conditions of this Agreement, Executive shall serve as the Company’s Chief Executive Officer, and shall have the duties, responsibilities and authority of an executive serving in such position, and such other duties as may be assigned and/or prescribed from time to time by the Company’s Board of Directors (the “Board”). Executive shall report directly to the Board. Executive agrees promptly and faithfully to comply with (i) all reasonable and lawful directions and requests of the Board or a designated committee thereof and (ii) all present and future policies of the Company in connection with the Company’s business. While serving as Chief Executive Officer of the Company, Executive shall serve on the Board of the Company. At the Company’s request, Executive shall serve the Company and/or its subsidiaries and affiliates in such other capacities in addition to the foregoing as the Company shall designate, provided that such additional capacities are consistent with Executive’s position as the Company’s Chief Executive Officer. In the event that Executive serves in any one or more of such additional capacities, Executive’s compensation shall not automatically be increased on account of such additional service beyond that specified in this Agreement. Except with the prior written approval of the Board (which may grant or withhold in its sole and absolute discretion), Executive shall devote substantially all of Executive’s working time, attention, and energies to the business of the Company, except during any paid vacation or other excused absence periods. Nothing in this section prevents Executive from (i) engaging in additional activities in connection with personal investments and community affairs, and (ii) serving as a member of the board of directors of no more than one (1) organization that is not a competitor of the Company and is approved by the Board (such approval not to be unreasonably withheld); provided such activities do not individually or in the aggregate interfere with the performance of Executive’s duties under this Agreement, do not violate the Company’s standards of conduct then in effect, comply with the

Company’s insider trading policies, or raise a conflict under the Company’s conflict of interest policies.

2.Amendment to Section 4.

a.Section 4(a) is hereby replaced in its entirety as follows:

(a) Base Salary. As compensation for Executive’s performance of Executive’s duties hereunder, Executive shall receive a base salary at the rate of five hundred and twenty-five thousand ($525,000) per year (the “Base Salary”), subject to standard payroll deductions and withholdings and payable in accordance with the Company’s normal payroll practices. Executive’s Base Salary shall be reviewed by the Board for possible adjustment annually. The Base Salary shall be reviewed for adjustments by the Compensation Committee of the Board (the “Compensation Committee”) in good faith, and the Compensation Committee may, but is not required to, amend the Base Salary; provided, that Executive’s Base Salary may only be decreased as part of an across-the-board reduction in base salaries of all Company executive officers, with the percentage reduction in Executive’s Base Salary being not greater than the percentage reduction applicable to other executive officers. The term “Base Salary” shall refer to the Base Salary as may be in effect from time to time.

b.Section 4(b) is hereby amended as follows: “40%” is replaced by “50%.”

c.Section 4(e)(vi) is amended by removing the following two sentences therefrom: “This payment and any additional payment is subject to a two-year quarterly graded claw back, in the event that Executive terminates employment voluntarily or if the Executive is terminated by Company for Cause within two years of Effective Date. Such repayment is to be paid within 30 days following such termination.”

d.Section 4(f) is hereby added as a new paragraph immediately following subsection 4(e), as follows:

(f) Retention Bonus. Subject to Executive’s continued employment from the Effective Date through January 31, 2022 (the “Retention Period”), the Company will pay Executive a one-time retention bonus of $180,000 (the “Retention Bonus”), subject to applicable tax withholdings, as soon as practicable and no later than five business days after the completion of the Retention Period.

It is intended that the Retention Bonus satisfies, to the greatest extent possible, the exemption from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) provided under Treasury Regulations Section 1.409A-1(b)(4) and in all cases will be paid not later than March 15 of the year following the year in which your right to such amount became vested (though, as stated above, the Company shall pay the Retention Bonus within five business days of January 31, 2022).

3.Amendment to Section 5.

a.Section 5(c)(i) of the Executive Agreement is hereby replaced in its entirety as follows:

The Company shall pay Executive continuation of twelve (12) months of Executive’s annual Base Salary, as in effective immediately prior to Executive's termination of employment hereunder, payable during the 12-month period following Executive's termination of employment in the form of salary continuation in accordance with the Company's normal payroll practices;

b.Section 5(d)(i) of the Executive Agreement is hereby replaced in its entirety as follows:

The Company shall pay Executive continuation of eighteen (18) months (“Benefit Period”) of Executive’s annual Base Salary, as in effect immediately prior to Executive’s termination of employment hereunder, payable following Executive’s termination of employment in the form of salary continuation in accordance with the Company’s normal payroll practices;

c. Section 5(d)(ii) is hereby replaced in its entirety as follows:

The Company shall pay Executive an annual cash bonus equal to Executive’s annual Target Bonus as set forth in Section 3(b) for the year in which the termination of employment occurs, payable no later than 30 days after the effective date of the release contemplated in Section 5(f);

d. Line six of Section 5(d)(iv) is hereby amended by replacing “twelve (12)” with “eighteen (18).”

4.The Company and the Executive further agree that this Amendment does not constitute grounds for “Good Reason” pursuant to Section 5(c) or 5(d) of the Executive Agreement, or otherwise constitute any trigger for the Company’s payment of any severance benefits to Executive pursuant to the Executive Agreement.

5.The Executive voluntarily waives his right to receive the $60,000 second tranche of his previously negotiated sign-on bonus, which would have been paid by the Company in December 2022 pursuant to Section 4(c) of the Executive Agreement, assuming Executive’s continued employment.

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

7.Except as modified or amended in this Amendment, no other term or provision of the Executive Agreement is amended or modified in any respect. The Executive Agreement, and its exhibits, along with this Amendment, the Indemnification Agreement, the Plan and the Award Agreement, 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 Executive and an authorized officer of the Company.

[Signature page follows]

The parties have executed this FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT OF BRIAN BOCK on the day and year first written above.

EXICURE, INC.


/s/ Timothy P. Walbert
Timothy P. Walbert
Chairman of the Board of Directors

EXECUTIVE


/s/ Brian C. Bock
Brian C. Bock

Exhibit 10.3

SECOND AMENDMENT TO THE AMENDED AND RESTATED
EMPLOYMENT AGREEMENT OF MATTHIAS SCHROFF

This SECOND AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT OF MATTHIAS SCHROFF (the “Amendment”) is effective as of this 10th day of December 2021 (the “Effective Date”), by and between MATTHIAS SCHROFF, PH.D. (the “Executive”) and Exicure, Inc. (the “Company”).

RECITALS

WHEREAS, the Company and the Executive have entered into that certain Amended and Restated Employment Agreement effective December 10, 2019 (the “Executive Agreement”), as amended by that certain side letter dated June 9, 2020 (the “Side Letter,” together with the Executive Agreement, the “Prior Agreements”);

WHEREAS, the Company and the Executive desire to employ the Executive as its Chief Scientific Officer and the Executive desires to accept such employment and to perform the duties to the Company on the terms and conditions hereinafter set forth in this Amendment; and

WHEREAS, the Company and the Executive wish to amend the Prior Agreements 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.Amendment to Section 2. Section 2 of the Executive Agreement is hereby and replaced in its entirety as follows:

Position and Duties. Subject to the terms and conditions of this Agreement, Executive shall serve as Chief Scientific Officer of the Company, and shall have the duties, responsibilities and authority of an executive serving in such position, reporting and subject to the direction of the Chief Executive Officer of the Company or other duly authorized executive. Executive shall devote Executive’s full business time and efforts to the business and affairs of the Company and its subsidiaries. Executive shall not become a director of any for-profit entity without first receiving the written approval of the Nominating and Corporate Governance Committee of the Board of Directors.

2.Amendment to Section 3.

a.Section 3(d) is hereby added as a new paragraph immediately following subsection 3(c), as follows:

(d) Retention Award. Subject to Executive’s continued employment in good standing from the Effective Date through May 31, 2022 (the “Retention Period”), the Company will pay Executive a one-time retention award of $140,000 (the “Retention Award”), subject to applicable tax withholdings. Fifty percent (50%) of the Retention Award will be paid on February 15, 2022 (the “February 2022 Portion”), and fifty percent (50%) of the Retention Award will be paid to Executive within ten (10) days after the completion of the Retention Period. Both such portions of the Retention Award shall become earned upon the completion of the Retention Period. If Executive’s employment terminates

for Cause or if Executive voluntarily resigns, in either case prior to completion of the Retention Period, but after receipt of the February 2022 Portion, Executive will be required to repay the February 2022 Portion. Executive acknowledges and agrees that any such repayment of the unearned Retention Award shall be made by Executive no later than thirty (30) days after Executive’s employment ends.

It is intended that the Retention Award satisfies, to the greatest extent possible, the exemption from the application of Section 409A of the Internal Revenue Code of 1986, as amended provided under Treasury Regulations Section 1.409A-1(b)(4) and in all cases will be paid not later than March 15 of the year following the year in which your right to such amount became vested.

3.The Company and the Executive further agree that this Amendment does not constitute grounds for “Good Reason” pursuant to Section 4(c) or 4(d) of the Executive Agreement, as amended by the Side Letter, or otherwise constitute any trigger for the Company’s payment of any severance benefits to Executive pursuant to the Executive Agreement, as amended by the Side Letter.

4.The Executive will continue to abide by Company rules and policies. Executive reaffirms, acknowledges and agrees to continue to comply with the Confidentiality, Non-Hire, Non-Disparagement, and Work Product Agreement by and between the Company and Executive, dated as of August 21, 2019, and which prohibits unauthorized use or disclosure of the Company’s proprietary information, among other obligations.

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

6.Except as modified or amended in this Amendment, no other term or provision of the Executive Agreement or the Side Letter is amended or modified in any respect. The Executive Agreement, and its exhibits, along with the Side Letter and 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 Executive and an authorized officer of the Company.

[Signature page follows]

The parties have executed this SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT OF MATTHIAS SCHROFF on the day and year first written above.

EXICURE, INC.


/s/ Timothy P. Walbert
Timothy P. Walbert
Chairman of the Board of Directors

EXECUTIVE


/s/ Matthias Schroff
Matthias Schroff, Ph.D.

Exhibit 99.1

Exicure, Inc. Announces Results of Internal Investigation and
Implementation of Strategic Measures to Reduce Cash Burn and Prioritize Pipeline Focus

–Exicure will reduce its workforce by approximately 50%, along with the implementation of other cost-cutting measures –

–Company to wind down immuno-oncology program cavrotolimod (AST-008) and XCUR-FXN preclinical program for the treatment of Friedreich’s ataxia –

– Company will align its R&D resources to support the development of its preclinical programs targeting SCN9A for pain as well as its partnered programs –

–Brian C. Bock appointed President and Chief Executive Officer –

Chicago, IL and Cambridge, MA — December 10, 2021 — Exicure, Inc.® (NASDAQ: XCUR) announced the results of its previously disclosed independent internal investigation and a number of strategic actions aimed to reduce cash spend and prioritize the Company’s therapeutic pipeline.

The Audit Committee of the Board of Directors of the Company (the “Audit Committee”) today announced the findings of the internal investigation initiated and overseen by the Audit Committee and conducted by outside counsel in connection with alleged improprieties that Grant Corbett, Ph.D., the Company’s former Group Lead of Neuroscience, claimed to have committed with respect to the Company’s XCUR-FXN preclinical program.

The results of the investigation are summarized below.

•Beginning in the autumn of 2020, Dr. Corbett misreported raw data from certain research and development experiments related to XCUR-FXN;

•Dr. Corbett misreported the results of at least three different experiments that were conducted through at least February 2021;

•The misreported data related solely to efficacy rather than safety of XCUR-FXN;

•The misreported data was included in various public presentations and SEC filings from as early as January 7, 2021 through as late as August 12, 2021;

•Dr. Corbett acted alone in misreporting the data, without the assistance or knowledge of anyone else at the Company, including Company management and other research and development employees and did not inform anyone at the Company of his actions until his resignation in November 2021;

•Company management reasonably relied on Dr. Corbett’s analysis when making public statements that included Dr. Corbett’s misreported data; and

•No other Company program was impacted by Dr. Corbett’s misreporting of the XCUR-FXN data.

After a review of the Audit Committee’s findings from the investigation and in combination with a previously initiated strategic review of the Company’s business plans and objectives and its existing cash resources, the Company’s Board of Directors has implemented the following approved plan:

•A staggered workforce reduction of approximately 50%, expected to be completed by January 2022;

•Discontinuation of further enrollment and the ethical wind down of the Company’s ongoing Phase 1b/2 cavrotolimod (AST-008) clinical trial in patients with solid tumors

•Indefinite suspension of further development of the Company’s XCUR-FXN program for the treatment of Friedreich’s ataxia

•Restructuring and realignment of the Company’s executive team as follows, effective today:

•Brian C. Bock, the Company’s former Chief Financial Officer, has been appointed as the Company’s President and Chief Executive Officer, replacing David Giljohann, and was appointed as a member of the Board.

•Dr. David Giljohann, the Company’s former Chief Executive Officer, has resigned from the Board and will serve as Chief Technology Officer through January 31, 2022.

•Matthias Schroff, the Company’s former Chief Operating Officer, has assumed the new role of Chief Scientific Officer;

•Sarah Longoria, the Company’s former Vice President of Human Resources has been appointed as the Company’s Chief Human Resources Officer and Chief Compliance Officer; and

•Douglas Feltner, M.D., the Company’s Chief Medical Officer, has agreed to assist in the wind down of the cavrotolimod and XCUR-FXN programs and will depart the Company on January 31, 2022.

Exicure expects to realize approximately $6.0 million in employee related cost savings in 2022, plus additional costs relating to the elimination of the cavrotolimod and XCUR-FXN programs. The Company estimates that it will incur total expenses relating to the restructuring of approximately $1.2 million, consisting of severance and termination-related costs and expects to record a significant portion of these charges in the fourth quarter of 2021.

The Company intends to align its research and development resources to support (i) the development of its preclinical program targeting SCN9A for neuropathic pain, (ii) the continued advancement of its partnered programs with Ipsen Biopharm Limited to develop SNA-based treatments in neuroscience targeting Huntington’s disease and Angelman syndrome, (iii) its continued advancement of its partnered program with AbbVie to develop SNA-based treatments for hair loss disorders, as well as (iv) the continued research and development of other undisclosed therapeutic product candidates.

The Company also announced a prepayment of $10.0 million of its outstanding loans under its senior secured term loan debt facility with MidCap Financial Trust, as agent, and Silicon Valley Bank (SVB), leaving a remaining outstanding balance of $7.5 million, which will remain subject to the existing terms under the loan facility.

“This has been a difficult time for all of our stakeholders and Exicure employees. I want to first thank the employees impacted by our workforce reduction for their significant contributions in pursuing treatments for patients with unmet medical needs and wish them success in their future endeavors. Although this unfortunate event will have residual effects, I strongly believe there is great value to be unlocked at Exicure with our proprietary Spherical Nucleic Acid (SNA) technology, and I look forward to advancing our promising programs in pain and other neuroscience diseases and continuing to closely work with our partners to develop innovative therapies for the treatment of genetic disorders,” stated Brian Bock, President and Chief Executive Officer, Exicure.

“On behalf of the Board of Directors, I want to thank David Giljohann for his discoveries and contributions to the development of our proprietary SNA architecture, commitment in building Exicure from the ground up and leadership during his time at the Company,” said Tim Walbert, Chairman of the Board, Exicure. “We look forward to working closely with Brian Bock as he assumes leadership of the Company. The Board believes Brian’s disciplined approach as well as his financial and investment banking background make him well suited to develop the new strategic path for Exicure and navigate the Company through the next phase in the Company’s evolution.”

About Exicure, Inc.
Exicure, Inc. is a development-stage biotechnology company developing therapeutics for neurology and other genetic disorders based on its proprietary Spherical Nucleic Acid, or SNA, technology. Exicure believes that its proprietary SNA architecture has distinct chemical and biological properties that may provide advantages over other nucleic acid therapeutics and may have therapeutic potential to target diseases not typically addressed with other nucleic acid therapeutics.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements in this press release other than statements of historical fact could be deemed forward looking including, but not limited to, statements regarding the benefits of the proposed restructuring program; the anticipated timing and details of the reduction in workforce; expected charges and costs associated with the reduction in workforce that the Company expects to incur in the fourth quarter of 2021; statements regarding the internal investigation conducted by the Audit Committee; the Company’s expectations with respect to the alignment of the Company’s R&D resources and the further development of its preclinical program pipeline; the wind down of its cavrotolimod (AST-008) program and XCUR-FXN preclinical program for the treatment of Friedreich’s ataxia, including the estimated timing and cost savings; the proposed benefits of any of the Company’s partnered programs; and the Company’s business plans and objectives. Words such as “plans,” “expects,” “will,” “anticipates,” “continue,” “expand,” “advance,” “develop” “believes,” “guidance,” “target,” “may,” “remain,” “project,” “outlook,” “intend,” “estimate,” “could,” “should,” 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. The forward-looking statements in this press release speak only as of the date of this press release, and the Company undertakes no obligation to update these forward-looking statements. 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. Actual results could differ materially from those contained in any forward-looking statement as a result of

various factors, including, without limitation: the risks that the ongoing COVID-19 pandemic may disrupt the Company’s business and/or the global healthcare system (including its supply chain) more severely than it has to date or more severely than anticipated; unexpected costs, charges or expenses that reduce the Company’s capital resources; the Company’s preclinical or clinical programs do not advance or result in approved products on a timely or cost effective basis or at all; the cost, timing and results of clinical trials; that many drug candidates do not become approved drugs on a timely or cost effective basis or at all; the ability to enroll patients in clinical trials; possible safety and efficacy concerns; risks that preliminary results from preclinical studies and clinical trials are not necessarily predictive of future results; the ability of the Company to collaborate successfully with strategic partners; regulatory developments; exposure to litigation, including patent litigation, and/or regulatory actions; the ability of the Company to protect its intellectual property rights; the impact of the completion of the Company’s internal investigation and review, including any related investigations or proceedings, shareholder lawsuits, reputational harm, or the possibility that executives or other employees may resign or be terminated. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. 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 filed with the SEC on November 19, 2021, 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.

Media Contact:

Karen Sharma

MacDougall

781-235-3060

ksharma@macbiocom.com

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