Exicure clarifies CBI USA's right to designate majority board after private placement closing

EXICURE, INC.

Side letter confirms CBI USA can designate majority of Exicure's board immediately after private placement closing.
Director designation rights may be exercised by CBI USA with affiliates and any group, subject to Nasdaq Rule 5640.
Exicure will use reasonable best efforts to regain and maintain Nasdaq listing compliance at closing.
Side letter dated Oct 31, 2022 supplements Sep 26 Securities Purchase Agreement for 3.4M shares at $1.60/share.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

EXICURE, INC. entered into Side Letter to Securities Purchase Agreement with CBI USA, Inc. valued at Confirmation of director designation rights and compliance with Nasdaq Listing Rule 5640 (effective 2022-10-31).

Action: entry
Agreement: equity purchase
Counterparty: CBI USA, Inc.
Value: Confirmation of director designation rights and compliance with Nasdaq Listing Rule 5640
Effective: 2022-10-31

Exact text from the filing

On October 31, 2022, the Company and CBI USA entered into a Side Letter to Securities Purchase Agreement (“Side Letter”), pursuant to which the parties further confirmed and clarified certain agreements between the parties under the Securities Purchase Agreement, including, among other things, CBI USA’s rights to designate a majority of the Board of Directors of the Company immediately after the closing of the Private Placement and CBI USA’s ability to exercise such director designation rights together with its affiliates as a group, provided that such director designation rights are in compliance with Nasdaq Listing Rule 5640.

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Source: SEC EDGAR

accession 0001698530-22-000075

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