EXICURE INC

DEF 14A 1 exicureproxystmt-specialmt.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Exicure, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Exicure, Inc.

2430 N. Halsted Street

Chicago, Illinois 60614

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the stockholders of Exicure, Inc.:

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the “Special Meeting”) of Exicure, Inc., a Delaware corporation (the “Company”), will be held virtually and exclusively online via a live audio-only webcast on Tuesday, December 17, 2024, at 9:00 a.m. Central Time. The Special Meeting is being held for the following purpose:

1. To approve the issuance of 2,900,000 shares of Common Stock pursuant to a Common Stock Purchase Agreement with HiTron Systems Inc., which would result in a “change of control” of the Company under the applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”). We refer to this proposal as the “Purchase Agreement Proposal” or “Proposal 1.”

2. To approve 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. We refer to this proposal as the “Adjournment Proposal” or “Proposal 2.”

3. To conduct any other business properly brought before the Special Meeting or any adjournments or postponements thereof.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

You will be able to attend the Special Meeting online, submit your questions during the Special Meeting and vote your shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/XCUR2024SM2. Because the Special Meeting is being conducted electronically, you will not be able to attend the Special Meeting in person.

The record date for the Special Meeting is November 26, 2024. Only stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournments or postponements thereof. To participate in and vote at the Special Meeting, stockholders will need the unique 16-digit control number (printed in the box marked by the arrow) in their proxy card. A list of stockholders as of the record date will be accessible electronically during the Special Meeting atwww.virtualshareholdermeeting.com/XCUR2024SM2 when you enter your 16-digit control number.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 17, 2024:

This Notice and the Proxy Statement are available atwww.virtualshareholdermeeting.com/XCUR2024SM2.

Your vote is very important. Whether or not you attend the Special Meeting virtually, it is important that your shares be represented. You may vote your proxy by telephone or through the Internet, or by completing and returning the proxy card mailed to you. Voting instructions are provided in the accompanying Proxy Statement. If you participate virtually in the Special Meeting, you may vote at that time, even if you previously submitted your vote. Even if you plan to participate in the Special Meeting, we urge you to vote as soon as possible over the Internet, by telephone or by mail as described in the Proxy Statement.

By Order of the Board of Directors,

/s/ Paul Kang________________

Paul Kang

Chief Executive Officer and President

Chicago, Illinois

December 2, 2024

TABLE OF CONTENTS

EXICURE, INC.

2430 N. Halsted Street

Chicago, Illinois 60614

PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

This proxy statement, the annexes hereto and related materials (collectively, this “Proxy Statement”) is being furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Exicure, Inc. (“Exicure,” the “Company,” “we,” “our” or “us”), for use at our special meeting of stockholders (including any adjournments or postponements thereof, the “Special Meeting”) to be held virtually on December 17, 2024 at 9:00 a.m. Central Time.

On November 13, 2024, the Company entered into a common stock purchase agreement (the “Purchase Agreement”) with HiTron Systems Inc. (“HiTron”), pursuant to which the Company agreed, subject to the satisfaction of certain conditions, to issue and sell to HiTron 2,900,000 newly issued shares (the “Shares”) of our common stock, par value $0.0001 (the “Common Stock”), for $8,700,000 (or $3.00 per share). Among other conditions, the closing of the Purchase Agreement is subject to approval of our stockholders.

At the Special Meeting, you will be asked to consider and vote on a proposal to approve the issuance of the Shares pursuant to the Purchase Agreement, which would result in a “change of control” of the Company under the applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”). If the Purchase Agreement is approved by our stockholders, following the Closing, HiTron will become our majority shareholder, owning approximately 61% of our Common Stock.

We urge you to read carefully this entire Proxy Statement because it contains important information that you should consider in determining how to vote your shares at the Special Meeting.