---
schema_version: "secwatch.filing_event.v1"
accession: "0001698530-22-000075"
form_type: "8-K"
ticker: "XCUR"
cik: "0001698530"
company_name: "EXICURE, INC."
filed_at: "2022-10-31T23:59:59+00:00"
generated_at: "2026-06-22T21:45:01.128515+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001698530-22-000075
- form_type: 8-K
- ticker: XCUR
- cik: 0001698530
- company_name: EXICURE, INC.
- filed_at: 2022-10-31T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1698530/000169853022000075/0001698530-22-000075-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1698530/000169853022000075/xcur-20221031.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001698530-22-000075
- JSON: https://secwatch.observer/filing/0001698530-22-000075.json
- Plain text: https://secwatch.observer/filing/0001698530-22-000075.txt

## Key facts
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1698530/000169853022000075/0001698530-22-000075-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.