EXICURE, INC.

S-11 exicure-formsx1x71125.htm S-1

As filed with the Securities and Exchange Commission on July 11, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

400 Seaport Court, Suite 102

Redwood City, CA 94063

(847) 673-1700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Andy Yoo

President and Chief Executive Officer

400 Seaport Court, Suite 102

Redwood City, CA 94063

(847) 673-1700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Margaret I. ButlerBaker & Hostetler LLP 45 Rockefeller PlazaNew York, NY 10111Telephone: (212) 589-4200

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary Prospectus is not complete and may be changed. The Selling Stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED July 11, 2025

PRELIMINARY PROSPECTUS

Exicure, Inc.

5,164,595 Shares of Common Stock Offered by the Selling Stockholders

This Prospectus (this “Prospectus”) relates to the proposed resale or other disposition by the selling stockholders identified herein (the “Selling Stockholders”) of up to 5,164,595 shares of our common stock of Exicure, Inc. (the “Company,” “Exicure,” “we,” “our,” or “us”), par value $0.0001 per share (“Common Stock”). The shares of Common Stock registered by the registration statement of which this Prospectus forms a part are referred to herein as the “Resale Shares.”

The Resale Shares were issued and sold to accredited investors in private placements (the “Private Placements”), which closed on February 24, 2023, September 12, 2024, November 21, 2024, December 12, 2024, December 24, 2024, and February 14, 2025. We are not selling any Resale Shares under this Prospectus and will not receive any of the proceeds from the sale or other disposition of the Resale Shares by the Selling Stockholders.

The Selling Stockholders may sell the Resale Shares on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, on the over-the-counter market, in one or more transactions otherwise than on these exchanges or systems, such as privately negotiated transactions, or using a combination of these methods, and at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. See the disclosure under the heading “Plan of Distribution” elsewhere in this Prospectus for more information about how the Selling Stockholders may sell or otherwise dispose of their Resale Shares hereunder.

The Selling Stockholders may sell any, all or none of the securities offered by this Prospectus and we do not know when or in what amount the Selling Stockholders may sell their Resale Shares hereunder following the effective date of the registration statement of which this Prospectus forms a part.

You should carefully read this Prospectus and any applicable Prospectus supplement before you invest in any of the securities of the Company.

Our Common Stock is currently listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “XCUR”. On July 10, 2025, the last reported sales price of our Common Stock, as reported on Nasdaq, was $7.28 per share.

We are a “smaller reporting company” as defined under the federal securities laws and have elected to comply with certain reduced public company reporting requirements in this Prospectus and may elect to do so in future filings. See “Prospectus Summary- Smaller Reporting Company.”

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 5 of this Prospectus, and under similar headings in any amendments or supplements to this Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus is , 2025.

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