What the changes say
- Exicure faces severe liquidity pressures with only $3.7 million in cash, risking ongoing operations and survival.
- The company relocated its headquarters to Redwood City, California, and defaulted on its sublease, facing a $0.7 million rent demand.
- Substantial management turnover and board changes occurred alongside changes in major shareholder ownership stakes.
What changed since the prior 10-K
New
- NewRisks Related to Ownership of Our Common Stock
beginning on the date of the IRC Section 382 ownership change (the “recognition period”) are subject to the same limitation as the net operating loss carryforwards or certain other deductions
Ceasing operations of our historical business enterprise subjected us to a zero limitation under IRC Section 382(c), restricting our use of historical net operating losses.
Dropped
- DroppedRisks Related to Ownership of Our Common Stock
Our amended and restated certificate of incorporation also provides that any person purchasing or otherwise acquiring any interest in any shares of our common stock shall be deemed to have notice of and to have consented to this provision of our amended and restated certificate of incorporation
Reworded
- 97% rewrittenRisks Related to Our Business
Our common stock may be delisted from Nasdaq which could negatively impact the price of our common stock, liquidity and our ability to access the capital markets
Updated Nasdaq compliance details, noting a temporary delinquency for failing to file the Form 10-Q for the period ended March 31, 2025, which was subsequently resolved.
- 54% rewrittenRisks Related to Our Business
Turnover of our board and senior management, and any inability to attract and retain qualified management and other key personnel, could impair our ability to implement our business plan
Replaced general senior management turnover warnings with specific details of the February 2026 board and management resignations and appointments of Jung Kyu Ham, Jung Soo Kim, and Gyeung Seog Cheon.
- 50% rewrittenRisks Related to Our Business
Our current operations are concentrated in one location and any events affecting this location may have material adverse consequences
Relocated operations from Chicago, Illinois to Redwood City, California, and added a default notice from Dren Bio demanding approximately $0.7 million in unpaid rent.
- 47% rewrittenRisks Related to Ownership of Our Common Stock
The influence of our significant stockholders could make our Common Stock less attractive to some investors or otherwise harm the trading price of our Common Stock
Updated major stockholder ownership percentages, noting HiTron's stake decreased from 53% to 25% while CBI USA and DGP's combined stake increased to 10%.
- 37% rewrittenRisks Related to Our Business
We need to obtain substantial funding in order to continue operations and our exploration of strategic alternatives
Added specific financial figures, stating cash and cash equivalents were approximately $3.7 million as of December 31, 2025, which may not fund operations for 12 months.
- 33% rewrittenRisks Related to Ownership of Our Common Stock
Anti-takeover provisions in our charter documents and under the General Corporation Law of the State of Delaware could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our management
Retained anti-takeover provisions and Delaware General Corporation Law Section 203 restrictions with minor stylistic wording changes.
- 27% rewrittenRisks Related to Ownership of Our Common Stock
The market price of our common stock has been, and is likely to continue to be, highly volatile, and you may not be able to resell your shares at or above the price you paid for them
Removed references to 'controlled status' in stock price volatility risk factors, updating the phrasing to general significant stockholder influence.
- 26% rewrittenRisks Related to Our Business
We have a history of losses. We expect to continue to incur significant losses for the foreseeable future and may never achieve or maintain profitability, which could result in a decline in the market value of our common stock
Updated accumulated deficit figures to $223.0 million and net loss to $4.9 million for the year ended December 31, 2025.
- 23% rewrittenRisks Related to Ownership of Our Common Stock
Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited
All 25 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01Our exploration of strategic alternatives may not be successful
- 02We need to obtain substantial funding in order to continue operations and our exploration of strategic alternatives37% rewritten
- 03We may not be able to redeem the investment in convertible notes receivable
- 04Our executive officers and members of our board, have limited experience controlling or governing a public company operating in the United States status
- 05Turnover of our board and senior management, and any inability to attract and retain qualified management and other key personnel, could impair our ability to implement our business plan54% rewritten
- 06Our consolidated financial statements have been prepared assuming that we will continue as a going concern
- 07Our common stock may be delisted from Nasdaq which could negatively impact the price of our common stock, liquidity and our ability to access the capital markets97% rewritten
- 08Even though we regained compliance with Nasdaq’s listing requirements, there can be no assurance that we will remain in compliance with Nasdaq’s requirements and will not be delisted in the future
- 09We have a history of losses. We expect to continue to incur significant losses for the foreseeable future and may never achieve or maintain profitability, which could result in a decline in the market value of our common stock26% rewritten
- 10Our internal computer systems, or those of contractors or consultants, may fail or suffer security breaches, which could result in a material disruption of our therapeutic development programs
- 11Our information technology systems could face serious disruptions that could adversely affect our business
- 12Our business and operations could suffer in the event of system failures or unauthorized or inappropriate use of or access to our information technology systems
- 13Our current operations are concentrated in one location and any events affecting this location may have material adverse consequences50% rewritten
- 14If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired
- 15Our limited resources and recent reductions in force, as well as the turnover in our board of directors and the potential for future management changes, present significant continuity risk and could impact our ability to maintain effective internal control over financial reporting
Risks Related to Government Regulation
- 16We are subject to European data protection laws, including the European Union’s General Data Protection Regulation 2016/679, (“GDPR”). If we fail to comply with existing or future data protection regulations, our business, financial condition, results of operations and prospects may be materially adversely affected
Risks Related to Ownership of Our Common Stock
- 17The influence of our significant stockholders could make our Common Stock less attractive to some investors or otherwise harm the trading price of our Common Stock47% rewritten
- 18The market price of our common stock has been, and is likely to continue to be, highly volatile, and you may not be able to resell your shares at or above the price you paid for them27% rewritten
- 19Raising additional funds by issuing securities may cause dilution to existing stockholders and raising funds through lending and licensing arrangements may restrict our operations or require us to relinquish proprietary rights
- 20We cannot be certain if the reduced reporting requirements applicable to us will make our common stock less attractive to investors
- 21Anti-takeover provisions in our charter documents and under the General Corporation Law of the State of Delaware could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our management33% rewritten
- 22Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited23% rewritten
- 23beginning on the date of the IRC Section 382 ownership change (the “recognition period”) are subject to the same limitation as the net operating loss carryforwards or certain other deductionsNew
- 24FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock due to our low stock price
- 25If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline
Other Exicure 10-Ks
- FY2024 10-K risk factors25 risks
Exicure faces severe going concern doubts, limited cash, and a lack of active revenue while exploring strategic alternatives.
Filed Mar 18, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.