8-K
filed December 16, 2022, 6:59 PM ET
ticker XCUR
CIK 0001698530
other material
confidence high
sentiment neutral
materiality 0.80
Exicure stockholders approve change-of-control private placement to CBI USA; two directors resign
EXICURE, INC.
- Stockholders approved issuance of 3,400,000 shares at $1.60/share to CBI USA, resulting in change of control.
- Private placement expected to close no later than January 20, 2023, subject to customary conditions.
- Directors James Sulat and Bali Muralidhar resigned; effective earlier of closing or Dec 30, 2022.
- With resignations, audit committee will have only two independent directors, triggering Nasdaq non-compliance and cure period.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bali Muralidhar resigned as Director at EXICURE, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
On December 16, 2022, Bali Muralidhar, M.D., Ph.D. tendered his resignation from the Board as well as from the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board, effective as of the earlier of: (1) the closing date of the Private Placement (as defined below under Item 5.07), or (2) December 30, 2022.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James Sulat resigned as Director at EXICURE, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
On December 15, 2022, James Sulat tendered his resignation from the Board of Directors (the “Board”) of Exicure, Inc. (the “Company”) as well as from the Audit Committee and Nominating and Corporate Governance Committee of the Board, effective as of the earlier of: (1) the closing date of the Private Placement (as defined below under Item 5.07), or (2) December 30, 2022.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
EXICURE, INC. shareholders approved Approval of one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposal at the 2022-12-15 meeting.
- Outcome
- passed
- Meeting
- 2022-12-15
Exact text from the filing
Proposal 2 – Approval of one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposal. The Company’s stockholders approved Proposal 2. The votes cast were as follows: For Against Abstain 2,372,007 134,749 18,455
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
EXICURE, INC. shareholders approved Approval of the issuance of shares of Common Stock in the Private Placement, which would result in a "change of control" of the Company under the applicable rules of Nasdaq at the 2022-12-15 meeting.
- Outcome
- passed
- Meeting
- 2022-12-15
Exact text from the filing
Proposal 1 – Approval of the issuance of shares of Common Stock in the Private Placement, which would result in a “change of control” of the Company under the applicable rules of Nasdaq. The Company’s stockholders approved Proposal 1. The votes cast were as follows: For Against Abstain 2,392,643 114,739 17,829
View on SEC.gov
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