DEF 14A: Exicure, Inc. Announces Combined 2024 and 2023 Annual Meeting of Stockholders

Exicure, Inc. will hold a combined 2024 and 2023 Annual Meeting of Stockholders virtually on June 28, 2024, to elect directors, ratify the selection of Marcum LLP as the independent auditor, and vote on executive compensation matters.

Summary

• Exicure, Inc. is holding a combined 2024 and 2023 Annual Meeting of Stockholders on June 28, 2024.
• The meeting will be held virtually via a live audio-only webcast.
• Stockholders of record as of May 15, 2024, are eligible to vote.
• The agenda includes the election of Class III and Class I directors, ratification of Marcum LLP as the independent auditor for the fiscal year ending December 31, 2024, an advisory vote on executive compensation, and an advisory vote on the frequency of executive compensation approval.
• The Board of Directors recommends voting for the election of all director nominees, for the ratification of Marcum LLP, for the approval of executive compensation, and for holding advisory votes on executive compensation every one year.
• In 2023, the Board of Directors met fourteen times.
• The company became a controlled company under Nasdaq rules following a private placement to CBI USA in February 2023, but later lost that status in August 2023.
• The company paid consulting fees to entities controlled by Paul Kang of $218,000 and $248,000 for the years ended December 31, 2023 and 2022, respectively.
• On June 3, 2024, the Company executed a promissory note and subsequently received a loan in the amount of $700,000 from DGP, a related party.

Sentiment

Score: 5

Explanation: The document is primarily procedural, outlining the agenda and voting recommendations for the annual meeting. The sentiment is neutral, with some negative aspects related to the change in auditors and going concern qualification.

Positives

• The Audit Committee is submitting the selection of Marcum to the stockholders for ratification as a matter of good corporate practice.
• The company has reinstated its Compensation Committee and Nominating and Corporate Governance Committee after losing controlled company status under Nasdaq rules.

Negatives

• KPMG resigned as the independent registered public accounting firm on May 8, 2023.
• The audit reports of KPMG contained a separate paragraph stating that the company has incurred significant expenses and negative cash flows since inception and its current liquidity is not sufficient to fund operations over the next twelve months, which raise substantial doubt about its ability to continue as a going concern.
• The company paid $27,000 to CBI USA and accrued $191,000 to DGP pursuant to the liquidated damages provision in this agreement.

Risks

• The company's reliance on key personnel and related-party transactions could pose a risk.
• The company's ability to maintain compliance with Nasdaq listing requirements is subject to ongoing evaluation.
• The company's financial statements for the years ended December 31, 2022 and 2021 contained a separate paragraph stating that the company has incurred significant expenses and negative cash flows since inception and its current liquidity is not sufficient to fund operations over the next twelve months, which raise substantial doubt about its ability to continue as a going concern.

Future Outlook

The Board of Directors expects to reconsider our leadership structure as our future strategy and funding situation develops.

Industry Context

The document does not provide specific industry context beyond the general corporate governance aspects of a publicly traded company.

Management Changes

Corporate Governance

Related Party Transactions

• The company engaged entities controlled by Mr. Kang to provide business development consulting services in 2023 and 2022.
• On September 26, 2022, the Company entered into the Securities Purchase Agreement with CBI USA, pursuant to which the Company agreed to issue and sell to CBI USA in a private placement an aggregate of 3,400,000 shares of the Companys common stock at a purchase price of $1.60 per share.
• On June 3, 2024, the Company executed a promissory note (DGP Note) and subsequently received a loan in the amount of $700,000 from DGP, a related party.

Stakeholder Impact

• Shareholders are asked to vote on key decisions regarding the company's direction and governance.
• Employees may be affected by changes in executive compensation and company performance.
• The company's ability to continue as a going concern impacts all stakeholders.

Next Steps

• Stockholders to vote on the proposals outlined in the proxy statement.
• The Board of Directors will consider the outcome of the votes and may adjust its practices accordingly.
• The company will file a Form 8-K to report the final voting results.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Director Election, Auditor Ratification, Executive Compensation, Board of Directors, Marcum LLP, KPMG, CBI USA, DGP, Related Party Transactions, Corporate Governance