0001698530false12/3100016985302022-06-292022-06-29
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 29, 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) | | | (Zip Code) |
Registrant’s telephone number, including area code: (847) 673-1700
____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | | XCUR | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in the Current Report on Form 8-K filed on January 5, 2022 by Exicure, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”), on December 30, 2021, the Company received a letter from the staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(a)(2), as the closing bid price of the Company’s common stock was below $1.00 per share for the previous thirty (30) consecutive business days (the “Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was granted a 180-calendar day compliance period, or until June 28, 2022, to regain compliance with the Bid Price Requirement. In order to have regained compliance, the closing bid price of the Company’s common stock would have had to meet or exceed $1.00 per share for at least ten (10) consecutive business days during the 180-calendar day grace period. During such compliance period, the closing bid price of the Company’s common stock did not satisfy the Bid Price Requirement.
As a result, on June 29, 2022, the Company received another notice from Nasdaq (the “Letter”) stating that the Company has not regained compliance with the Bid Price Requirement during the compliance period. The Letter also noted that the Company is not eligible for a second 180-calendar day grace period, as the Company does not currently comply with Nasdaq Listing Rule 5505(b), which requires a minimum of $5,000,000 in stockholders’ equity for initial listing on Nasdaq, among other Nasdaq listing criteria. Pursuant to the Letter, unless the Company requests a hearing to appeal this determination with a Nasdaq Hearing Panel (the “Panel”) by July 6, 2022 (the “Hearing Request Date”), the Company’s common stock will be delisted from The Nasdaq Capital Market, trading of the Company’s common stock will be suspended at the opening of business on July 8, 2022, and a Form 25-NSE will be filed with the SEC, which will remove the Company’s common stock from listing and registration on The Nasdaq Capital Market. While an appeal process is pending, the suspension of trading of the Company’s common stock would be stayed, and the Company’s common stock would continue to trade on The Nasdaq Capital Market until the hearing process concludes and the Panel issues a written decision.
Effective at 5:00 p.m. Eastern Time on June 29, 2022, the Company will implement a reverse stock split of its common stock at a ratio of one-for-thirty (1-for-30) reverse stock split of its outstanding common stock, as further discussed under Item 5.03 below, which the Company hopes will assist the Company in regaining compliance with the Bid Price Requirement. The Company plans to timely request a hearing before the Panel. The Company intends to monitor the closing bid price for its common stock, and will consider other available options to resolve its non-compliance with the Bid Price Requirement. Assuming the Company is able to regain compliance with the Bid Price Requirement prior to or following the hearing, the Company intends to request that the Nasdaq staff confirm the Company’s compliance with the Bid Price Requirement.
There can be no assurance that the Company will regain compliance with the Bid Price Requirement, and that if the Company does not regain compliance with all Nasdaq listing standards and requests a hearing with the Panel, that the Panel will grant the Company’s request for a suspension of delisting or continued listing on The Nasdaq Capital Market. In addition, in the event that the Company regains compliance with the Bid Price Requirement, there can be no assurance that the Company will be able to comply with Nasdaq’s other listing standards.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Amendment of Amended and Restated Certificate of Incorporation to Effect Reverse Stock Split
On June 28, 2022, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a one-for-thirty (1-for-30) reverse stock split of its outstanding common stock. The Amendment will be effective at 5:00 p.m. Eastern Time on June 29, 2022. A series of alternate amendments to effect a reverse stock split was approved by the Company’s stockholders at the Company’s 2022 Annual Meeting of Stockholders held on June 10, 2022, and the specific one-for-thirty (1-for-30) reverse stock split was subsequently approved by the Company’s board of directors on June 14, 2022.
The Amendment provides that, at the effective time of the Amendment, every thirty (30) shares of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share. The reverse stock split will effect all shares of the Company’s common stock outstanding immediately prior to the effective time of the Amendment. As a result of the reverse stock split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options, restricted share unit award and performance unit award issued by the Company and outstanding immediately prior to the effective time of the Amendment, which will result in a proportionate decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, restricted share unit award and performance unit award, and, in the case of stock options, a proportionate increase in the exercise price of all such stock options. In addition, the number of shares reserved for issuance under the Company’s equity compensation plans immediately prior to the effective time of the Amendment will be reduced proportionately.
No fractional shares will be issued as a result of the reverse stock split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. The reverse stock split will affect all stockholders proportionately and will not affect any stockholder’s percentage ownership of the Company’s common stock (except to the extent that the reverse stock split results in any stockholder owning only a fractional share).
The Company’s common stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis when the market opens on Thursday, June 30, 2022. The new CUSIP number for the Company’s common stock following the reverse stock split is 30205M 200.
The foregoing description is qualified in its entirety by the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On June 29, 2022, the Company issued a press release announcing [the Letter and] the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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 Company’s ability to regain compliance with Nasdaq listing rules or standards including its ability to regain compliance with the Bid Price Requirement; the Company’s belief that the implementation of the reverse stock split will regain the Company’s compliance with the Bid Price Requirement; the Company’s ability to be granted a hearing or any additional compliance period by Nasdaq; following any such hearing, the Company’s ability to continue to list its common stock on The Nasdaq Capital Market; and the Company’s ability to obtain any relief from delisting as necessary from Nasdaq or ultimately meet any applicable Nasdaq requirements for any such relief. 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 risk that the reverse stock split may not have the effect of increasing the trading price of the Company’s common stock; the Company may not be able to regain compliance with all Nasdaq continued listing requirements including but not limited to the Bid Price Requirement; market and other conditions; and the ongoing geographic, social and economic impact of the ongoing COVID-19 pandemic on the Company’s ability to conduct its business and raise capital when and as needed. 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 May 16, 2022, 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.
(d) Exhibits
| | | | | | | | |
Exhibit
No. | | Description |
| 3.1 | | |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
Date: June 29, 2022 | EXICURE, INC. |
| | |
| By: | /s/ Elias D. Papadimas |
| | Elias D. Papadimas |
| | Chief Financial Officer |
Exhibit 3.1
Execution Version
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
EXICURE, INC.
Exicure, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), does hereby certify as follows:
1. The name of the Corporation is Exicure, Inc. The Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware on February 6, 2017 under the original name of the Corporation, Max-1 Acquisition Corporation, and was amended by the Certificate of Amendment filed with the Secretary of State of the State of Delaware on September 26, 2017. An Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 15, 2017 (the “Certificate of Incorporation”).
2. The Board of Directors of the Corporation (the “Board”), acting in accordance with the provisions of Sections 141 and 242 of the DGCL, adopted resolutions amending the Certificate of Incorporation, as follows:
Effective as of the effective time of 5:00 p.m., Eastern Time, on June 29, 2022 (the “Effective Time”), each thirty (30) shares of the Corporation’s Common Stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the Corporation or the respective holders thereof, be combined into one (1) share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “Reverse Split”); provided, however, no fractional shares of Common Stock shall be issued as a result of the Reverse Split and, in lieu thereof, upon receipt after the Effective Time by the exchange agent selected by the Corporation of a properly completed and duly executed transmittal letter and, where shares are held in certificated form, the surrender of the stock certificate(s) formerly representing shares of pre-Reverse Split Common Stock, any stockholder who would otherwise be entitled to a fractional share of post-Reverse Split Common Stock as a result of the Reverse Split, following the Effective Time (after taking into account all fractional shares of post-Reverse Split Common Stock otherwise issuable to such stockholder), shall be entitled to receive a cash payment (without interest) equal to the fractional share of post-Reverse Split Common Stock to which such stockholder would otherwise be entitled multiplied by the average of the closing sales prices of a share of the Corporation’s Common Stock (as adjusted to give effect to the Reverse Split) on The Nasdaq Stock Market during regular trading hours for each of the five (5) consecutive trading days immediately preceding the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware. Each stock certificate that, immediately prior to the Effective Time, represented shares of pre-Reverse Split Common Stock shall, from and after the Effective Time, automatically and without any action on the part of the Corporation or the respective holders thereof, represent that number of whole shares of post-Reverse Split Common Stock into which the shares of pre-Reverse Split Common Stock represented by such certificate shall have been combined (as well as the right to receive cash in lieu of any fractional shares of post-Reverse Split Common Stock as set forth above); provided, however, that each holder of record of a certificate that represented shares of pre-Reverse Split Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares of post-Reverse Split Common Stock into which the shares of pre-Reverse Split Common Stock represented by such certificate shall have been combined pursuant to the Reverse Split, as well as any cash in lieu of fractional shares of post-
Reverse Split Common Stock to which such holder may be entitled as set forth above. The Reverse Split shall be effected on a record holder-by-record holder basis, such that any fractional shares of post-Reverse Split Common Stock resulting from the Reverse Split and held by a single record holder shall be aggregated.
3. The foregoing amendment to the Certificate of Incorporation was duly approved by the Board.
4. Thereafter, pursuant to a resolution of the Board, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted in accordance with the provisions of Section 242 of the DGCL.
5. This amendment to the Certificate of Incorporation shall be effective on and as of as of the effective time of 5:00 p.m., Eastern Time, on June 29, 2022.
[Signature Page Follows]
In Witness Whereof, the undersigned has caused this Certificate of Amendment to be signed by its duly authorized officer on the 28th day of June, 2022.
EXICURE, INC.
By: /s/ Matthias Schroff
Name: Matthias Schroff, Ph.D.
Title: Chief Executive Officer
(Signature Page to Certificate of Amendment)
Exicure, Inc. Announces Receipt of Nasdaq Notice of Non-compliance and Implementation of One-for-Thirty Reverse Stock Split
CHICAGO, IL. – June 29, 2022 - Exicure, Inc. (NASDAQ: XCUR), an early-stage biotechnology company focused on the development of next generation nucleic acid therapies targeting RNA to address both genetic and non-genetic neurological disorders and hair loss disorders, today announced that, following the implementation of a one-for-thirty reverse stock split at 5:00 p.m. EDT today, the Company’s common stock will begin trading on a split-adjusted basis on Nasdaq effective with the open of business tomorrow, Thursday, June 30, 2022. The Company’s common stock will continue to trade under the ticker symbol “XCUR”. The new CUSIP number for the post-reverse split common shares is 30205M 200. The Company is implementing the reverse stock split in an effort to regain compliance with Nasdaq’s minimum bid price requirement of $1.00 per share.
As a result of the reverse stock split, every thirty pre-split shares of common stock outstanding will be automatically combined and converted into one issued and outstanding share of common stock, without any change in the par value per share. No fractional shares of the Company’s common stock will be issued to any stockholders in connection with the reverse stock split. Holders of record will receive a cash payment in lieu of fractional shares.
Stockholders of record will receive information regarding their share ownership from the Company’s transfer agent, American Stock Transfer & Trust Company, LLC. AST can be reached at (877) 248-6417 or (718) 921-8337.
As previously disclosed, on December 30, 2021, Nasdaq notified the Company that it no longer satisfied the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2), as the bid price for the Company's common stock had closed below $1.00 per share for the previous thirty consecutive business days (the "Bid Price Requirement"). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was granted a 180-calendar day compliance period, through June 28, 2022, to regain compliance with the Bid Price Requirement. The Company did not do so within the time provided and, on June 29, 2022, was notified that the Company's securities were subject to delisting unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company plans to timely request a hearing before the Panel, which will stay any further action by Nasdaq at least until the conclusion of the hearing process.
In any event, should the Company evidence compliance with the Bid Price Requirement for the requisite minimum ten-consecutive business day period prior to or following the hearing, the Company will request that Nasdaq issue a compliance determination, in which case the listing matter will be closed.
About Exicure
Exicure, Inc. is an early-stage biotechnology company developing nucleic acid therapies targeting ribonucleic acid against validated targets to neurological disorders and hair loss. The team includes a diverse scientific group with expertise in nucleic acid chemistry, drug development and neuroscience. Headquartered in Chicago, Illinois, the Company conducts its discovery and development efforts in-house with a dedicated 30,000 square foot facility, including rapid and automated high throughput nucleic acid synthesis and screening. For further information, see www.exicuretx.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, 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 Company’s ability to regain compliance with Nasdaq listing rules or standards including its ability to regain compliance with the Bid Price Requirement; the Company’s ability to be granted a hearing or any additional compliance period by Nasdaq; following any such hearing, the Company’s ability to continue to list its common stock on The Nasdaq Capital Market; and the Company’s ability to obtain any relief from delisting as necessary from Nasdaq or ultimately meet any applicable Nasdaq requirements for any such relief. Words such as “plans,” “expects,” “will,” “anticipates,” “continue,” “advance,” “target,” “may,” “intend,” “could,” and other words and terms of similar meaning and expression are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. 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 risk that the reverse stock split may not have the effect of increasing the trading price of the Company’s common stock and the Company may not be able to regain compliance with Nasdaq continued listing requirements; market and other conditions; and the ongoing geographic, social and economic impact of the ongoing COVID-19 pandemic on the Company’s ability to conduct its business and raise capital in the future when needed. 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 May 16, 2022, as updated by the Company’s subsequent filings with the Securities and Exchange Commission. All information in this press release is as of the date of the release, and the Company undertakes no duty to update this information or to publicly announce the results of any revisions to any of such statements to reflect future events or developments, except as required by law.
Media Contact:
Karen Sharma
MacDougall
781-235-3060
ksharma@macdougall.bio
