EXICURE, INC. (Form: 8-K, Received: 01/18/2022 16:27:50)

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): January 14, 2022

____________________

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Appointment of Chief Financial Officer

Effective January 14, 2022, the board of directors (the “Board”) of Exicure, Inc. (the “Company”) promoted Elias D. Papadimas, the Company’s current Chief Accounting Officer, to the role of Chief Financial Officer of the Company, effective January 17, 2022 (the “Effective Date”), and designated Mr. Papadimas as the principal financial officer and principal accounting officer of the Company. Brian C. Bock, the Company’s Chief Executive Officer remains the principal executive officer of the Company. Mr. Papadimas was also appointed as the corporate secretary of the Company.

Mr. Papadimas joined the Company in April 2015 and has held various positions of increasing responsibility with the Company including most recently holding the position of Chief Accounting Officer. Prior to joining the Company, Mr. Papadimas served as senior manager, technical accounting and external reporting at Beam Suntory from July 2011 to August 2014. Prior to that, Mr. Papadimas held various positions in financial reporting, technical accounting and accounting operations with Aon Hewitt from September 2004 to July 2011, Nicor Gas from February 2003 to September 2004, and Heller Financial, Inc. from June 1997 to July 2002. Mr. Papadimas received his B.S. in accountancy from the University of Illinois at Urbana-Champaign and is a certified public accountant (CPA) in Illinois.

Mr. Papadimas does not have a family relationship with any director or executive officer of the Company or person nominated or chosen by the Company to become a director or executive officer, and there are no arrangements or understandings between Mr. Papadimas and any other person pursuant to which Mr. Papadimas was selected to serve as the Chief Financial Officer of the Company. There have been no transactions involving Mr. Papadimas that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Employment Arrangements

In connection with Mr. Papadimas’ appointment, the Company and Mr. Papadimas entered into a First Amendment to the Amended and Restated Employment Agreement (the “Amendment”) dated and effective as of the Effective Date, which amends the Amended and Restated Employment, dated as of June 1, 2021, originally entered by and between the Company and Mr. Papadimas (the “Employment Agreement”). Pursuant to the Amendment, Mr. Papadimas’ annual base salary was increased from $300,000 to $405,000 in connection with his promotion, and his target bonus percentage under the Company’s annual cash incentive bonus program was increased from 30% to 40% of his annual base salary. The payment of bonus award, if any, is in the sole discretion of the Compensation Committee of the Board and is subject to the attainment of certain Company performance goals set annually by the Compensation Committee of the Board. Mr. Papadimas’ Employment Agreement, as amended by the Amendment, does not provide for a specified term of employment and Mr. Papadimas’ employment is on an at-will basis. Mr. Papadimas continues to remain eligible to participate in the Company’s employee benefit, welfare and other plans, as may maintained by the Company from time to time. Mr. Papadimas is also subject to certain customary confidentiality, non-solicitation and non-competition provisions.

Pursuant to the Amendment, Mr. Papadimas will also be eligible to receive a special bonus of $20,000, subject to his continued employment with the Company through March 15, 2022, payable no later than the next regular payroll following March 15, 2022.

The foregoing descriptions of the Employment Agreement and the Amendment are not complete and are qualified in their entireties by reference to the full texts of the Employment Agreement and the Amendment, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Incorporated by Reference

Exhibit

No.

Exhibit Description

Form

Exhibit No.

Filing Date

File No.

10.1

Amended and Restated Employment Agreement between Exicure, Inc. and Elias D. Papadimas, dated June 1, 2021.

10-Q

10.3

8/12/21

001-39011

10.2*

First Amendment to Amended and Restated Employment Agreement between Exicure, Inc. and Elias D. Papadimas, dated January 17, 2022.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* 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 hereunto duly authorized.


Date: January 18, 2022	EXICURE, INC.

	By:	/s/ Brian C. Bock
		Brian C. Bock
		Chief Executive Officer

Exhibit 10.2

FIRST AMENDMENT TO THE AMENDED AND

RESTATED EMPLOYMENT AGREEMENT OF ELIAS D. PAPADIMAS

This First Amendment to the Amended and Restated Employment Agreement of Elias D. Papadimas (the “Amendment”) is effective as of this 17th day of January 2022 (the “Effective Date”), by and between Elias D. Papadimas (the “Executive”) and Exicure, Inc. (the “Company”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”).

RECITALS

WHEREAS, the Company and the Executive have entered into that certain Amended and Restated Employment Agreement effective June 1, 2021 (the “Executive Agreement”) pursuant to which the Executive served as Chief Accounting Officer of the Company;

WHEREAS, the Company currently employs the Executive as its Chief Accounting Officer and it wishes to promote the Executive to Chief Financial Officer;

WHEREAS, the Company and the Executive desire to employ the Executive as its Chief Financial 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 Chief Financial Officer of the Company 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 Chief Executive Officer and/or the Company’s Board of Directors. The Executive shall report to the Chief Executive Officer. The Executive’s assigned work office shall be Chicago, Illinois, and he will be expected to engage in business travel from time to time, as agreed upon with the Chief Executive Officer. 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 Board.

2.Amendment to Section 4.

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

Base Salary. As compensation for Executive’s performance of Executive’s duties hereunder, Executive shall receive a base salary at the rate of four hundred and five thousand dollars ($405,000) per year (the “Base Salary”), subject to standard payroll deductions and withholdings and payable in accordance with the Company’s regular payroll schedule. 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: “30%” is replaced by “40%.”

(c)Section 4(d)(iii) is hereby amended as follows: “Chief Accounting Officer” is replaced by “Chief Financial Officer.”

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

Special Bonus. Subject to Executive’s continued employment from the Effective Date through March 15, 2022, the Company will pay Executive a one-time bonus payment of $20,000 (the “Special Bonus”), subject to applicable tax withholdings, and no later than the next regular payroll following March 15, 2022.

It is intended that the Special 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 Special Bonus on the next regular payroll date following March 15, 2022).

3.The Executive will continue to abide by Company rules and policies. Executive reaffirms, acknowledges and agrees to continue to comply with the Employee Confidentiality, Non-Hire, Non-Disparagement, and Work Product Agreement, which Executive signed on July 20, 2021 (the “Confidentiality and Work Product Assignment Agreement”) and which prohibits unauthorized use or disclosure of the Company’s proprietary information, among other obligations.

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

5.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, including the Confidentiality and Work Product Assignment Agreement, along with this Amendment, set forth the entire understanding between the parties with regard to the subject matter hereof and supersedes any prior oral discussions or written communications and agreements. This Amendment cannot be modified or amended except in writing signed by the Executive and an authorized officer of the Company.

[Signature page follows]

The Parties have executed this First Amendment to the Amended and Restated Employment Agreement of Elias D. Papadimas on the day and year first written above.

Exicure, Inc.

/s/ Brian C. Bock

Brian C. Bock
Chief Executive Officer

Executive

/s/ Elias D. Papadimas

Elias D. Papadimas

Chief Financial Officer