---
schema_version: "secwatch.filing_event.v1"
accession: "0001698530-22-000101"
form_type: "8-K"
ticker: "XCUR"
cik: "0001698530"
company_name: "EXICURE, INC."
filed_at: "2022-12-16T23:59:59+00:00"
generated_at: "2026-06-21T03:25:18.483380+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Exicure stockholders approve change-of-control private placement to CBI USA; two directors resign

## Summary
- 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.

## SEC filing metadata
- accession: 0001698530-22-000101
- form_type: 8-K
- ticker: XCUR
- cik: 0001698530
- company_name: EXICURE, INC.
- filed_at: 2022-12-16T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 5.02, 5.07, 7.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1698530/000169853022000101/0001698530-22-000101-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1698530/000169853022000101/xcur-20221215.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001698530-22-000101
- JSON: https://secwatch.observer/filing/0001698530-22-000101.json
- Plain text: https://secwatch.observer/filing/0001698530-22-000101.txt

## Key facts
- Executive change
  Bali Muralidhar resigned as Director at EXICURE, INC..
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1698530/000169853022000101/0001698530-22-000101-index.htm
- Executive change
  James Sulat resigned as Director at EXICURE, INC..
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1698530/000169853022000101/0001698530-22-000101-index.htm
- Shareholder Votes
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1698530/000169853022000101/0001698530-22-000101-index.htm
- Shareholder Votes
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1698530/000169853022000101/0001698530-22-000101-index.htm

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