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EXICURE, INC.

For the period ended Sep 30, 2025. Filed Nov 7, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 7, 2025

XCUR$0.95+6.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-08.

0001698530-25-000077

Item 2. Management's Discussion and Analysis and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-07.

0001698530-25-000100

Item 2. Management's Discussion and Analysis and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 88 previous paragraphs and 82 current paragraphs.

58 unchanged; 19 reworded; 5 added; 11 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

The decrease of $1.1 million for the three months ended September 30, 2025 was due to accruals recorded in the third quarter of 2024 for the amount of the unsatisfied self-insured retainer and legal defense costs related to the securities litigation lawsuit.

Current report

Comparison of the Nine Months Ended September 30, 2025 and 2024

Current report

The Company recognized a $90,000 loss from the sale of GPCR USA’s fixed assets.

Current report

The Company sold samples of its clinical products during the second quarter of 2024 to a private clinical stage biopharmaceutical company. During the third quarter of 2024, the Company sold of certain assets pursuant to a purchase agreement for $1,500,000 to the purchaser for the Company’s historical biotechnology intellectual property and other assets and included spherical nucleic acid-related technology, research and development programs, and clinical assets.
Removed paragraphs (11)

Previous report

Nasdaq Listing Requirements Deficiency Notice

Previous report

•On May 21, 2025, the Company received a delinquency notification from Nasdaq that it had not filed its Form 10-Q for the period ended March 31, 2025. The Company became compliant upon filing its Form 10-Q for the period ended March 31, 2025 on June 27, 2025.

Previous report

Even if the Company regains compliance with Nasdaq’s listing requirements, there can be no assurance that the Company will remain in compliance with Nasdaq’s requirements and will not be delisted.

Previous report

On August 26, 2024, we filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation, or the Amendment, with the Secretary of State of the State of Delaware to effect a one-for-five (1-for-5) reverse stock split of our outstanding Common Stock. The Amendment became effective at 5:00 p.m. Eastern Time on August 27, 2024.

Previous report

The Amendment provided that, at the effective time of the Amendment, every five (5) shares of our issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change in par value per share. The reverse stock split effected all shares of our Common Stock outstanding immediately prior to the effective time of the Amendment. As a result of the reverse stock split, proportionate adjustments have been made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options, restricted share unit award issued by us and outstanding immediately prior to the effective time of the Amendment, which resulted in a proportionate decrease in the number of shares of our Common Stock reserved for issuance upon exercise or vesting of such stock options, restricted share unit award, and, in the case of stock options, a proportionate increase in the exercise price of all such stock options. In addition, the number of shares reserved for issuance under our equity compensation plans immediately prior to the effective time of the Amendment was reduced proportionately.

Previous report

No fractional shares were issued as a result of the reverse stock split. Stockholders of record who would otherwise be entitled to receive a fractional share received a full share in lieu thereof. The reverse stock split affected all stockholders proportionately and did not affect any stockholder’s percentage ownership of our Common Stock (except to the extent that the reverse stock split results in any stockholder owning only a fractional share).

Previous report

Our Common Stock began trading on Nasdaq on a split-adjusted basis when the market opened on August 28, 2024. The new CUSIP number for our Common Stock following the reverse stock split is 30205M 309.

Previous report

Comparison of the Six Months Ended June 30, 2025 and 2024

Previous report

The Company recognized a $60,000 loss in the second quarter of 2025 from GPCR USA’s sale of fixed assets and $26,000 loss from disposal of fixed assets in the first quarter of 2025.
Reworded paragraphs (19)

Previous wording

GPCR USA has an ongoing Phase 2 clinical trial focused on blood cancer patients, particularly those eligible for hematopoietic stem cell transplantation, commonly referred to as bone marrow transplant. Its current clinical trial involves the combined administration of GPC-100 (a small molecule antagonist with a high binding affinity to a chemokine receptor) and propranolol (a beta-blocker drug that affects the heart and circulation) for mobilization of stem cells in Multiple Myeloma patients. GPCR USA completed the administration of GPC-100 to 20 patients in the second quarter of 2025 and aims to announce the clinical trial results during the fourth quarter of 2025.

Current wording

GPCR USA has an ongoing Phase 2 clinical trial focused on blood cancer patients, particularly those eligible for hematopoietic stem cell transplantation, commonly referred to as bone marrow transplant. Its current clinical trial involves the combined administration of GPC-100 (a small molecule antagonist with a high binding affinity to a chemokine receptor) and propranolol (a beta-blocker drug that affects the heart and circulation) for mobilization of stem cells in Multiple Myeloma patients. GPCR USA completed the administration of GPC-100 to 19 patients in the second quarter of 2025 and aims to announce the clinical trial results during the fourth quarter of 2025.

Previous wording

On March 26, 2025, the Company formed KC Creation, a wholly-owned South Korean subsidiary. It was established based on the future growth strategies, such as a collaboration with GPCR USA and Korean bio-platform companies, response to ESG trends by development of infrastructure based on eco-friendly renewable energy, and diversification of business and utilization of global growth potential of Korean entertainment content. These business lines are designed to enhance the Company’s mid- and long-term value through investment recovery potential and brand synergy.

Current wording

On March 26, 2025, the Company formed KC Creation, a wholly-owned South Korean subsidiary. It was established based on the future growth strategies, such as a collaboration with GPCR USA and Korean bio-platform companies, response to sustainability trends by development of infrastructure based on eco-friendly renewable energy, and diversification of business and utilization of global growth potential of Korean entertainment content. These business lines are designed to enhance the Company’s mid- and long-term value through investment recovery potential and brand synergy.

Previous wording

As of June 30, 2025, our cash and cash equivalents were $7.9 million. Our current liquidity may not be sufficient to continue to fund operations for the next 12 months. As a result, there is substantial doubt about our ability to continue as a going concern. Additional financing will be needed to fund our ongoing operations and exploration of strategic alternatives and pursue any alternatives that we identify. If we are unable to raise capital, the Company may seek bankruptcy protection and/or cease operations in the near term, which may result in the Company’s stockholders receiving no or very little value in respect of their shares of the Company’s common stock.

Current wording

As of September 30, 2025, our cash and cash equivalents were $4.4 million. Our current liquidity may not be sufficient to continue to fund operations for the next 12 months. As a result, there is substantial doubt about our ability to continue as a going concern. Additional financing will be needed to fund our ongoing operations and exploration of strategic alternatives and pursue any alternatives that we identify. If we are unable to raise capital, the Company may seek bankruptcy protection and/or cease operations in the near term, which may result in the Company’s stockholders receiving no or very little value in respect of their shares of the Company’s common stock.

Previous wording

Research and development expense was $0.9 million for the six months ended June 30, 2025, reflecting an increase of $0.9 million, or 100% from research and development expense of $0 for six months ended June 30, 2024. The Company incurred research and development expense in 2025 after the acquisition of GPCR USA. In 2022, the Company suspended its clinical, preclinical, and discovery program activities and reduced headcount as it began exploring strategic alternatives in April 2023 and stopped recording any research and development expenses until the Acquisition in the first quarter of 2025.

Current wording

Research and development expense was $0.9 million for the three months ended September 30, 2025, reflecting an increase of $0.9 million, or 100% from research and development expense of $0 for three months ended September 30, 2024. The Company incurred research and development expense in 2025 after the acquisition of GPCR USA. In 2022, the Company suspended its clinical, preclinical, and discovery program activities and reduced headcount as it began exploring strategic alternatives in April 2023 and stopped recording any research and development expenses until the Acquisition in the first quarter of 2025.

Previous wording

General and administrative expense was $3.7 million for the six months ended June 30, 2025, representing an increase of $1.2 million or 45%, from $2.6 million for the six months ended June 30, 2024. The increase for the six months ended June 30, 2025 was due to the additional expenses incurred from the acquisition of GPCR USA and increased professional services compared to the same prior year quarter.

Current wording

General and administrative expense was $1.5 million for the three months ended September 30, 2025, representing an increase of $0.1 million or 5%, from $1.4 million for the three months ended September 30, 2024. The increase for the three months ended September 30, 2025 was due to the additional expenses incurred from the acquisition of GPCR USA.

Previous wording

The Company recognized a $60,000 loss from GPCR USA’s sale of fixed assets.

Current wording

The Company recognized a $4,000 loss from GPCR USA’s sale of fixed assets for the three months ended September 30, 2025 .

Previous wording

The Company recognized a loss of $159,000 related to the change in the fair value of its contingent liability.

Current wording

The Company recognized a loss of $246,000 related to the change in the fair value of its contingent liability. The Company satisfied its self-insured retainer with the insurer during the third quarter of 2025 resulting in a gain of $155,000. During the third quarter of 2024, the Company sold of certain assets pursuant to a purchase agreement for $1,500,000 to the purchaser for the Company’s historical biotechnology intellectual property and other assets and included spherical nucleic acid-related technology, research and development programs, and clinical assets.

Previous wording

The following table summarizes the results of our operations for the six months ended June 30, 2025 and 2024:

Current wording

The following table summarizes the results of our operations for the nine months ended September 30, 2025 and 2024:

Previous wording

Research and development expense was $1.7 million for the six months ended June 30, 2025, reflecting an increase of $1.7 million, or 100% from research and development expense of $0 for six months ended June 30, 2024. The Company incurred research and development expense in 2025 after the acquisition of GPCR USA. In 2022, the Company suspended its clinical, preclinical, and discovery program activities and reduced headcount as it began exploring strategic alternatives in April 2023 and stopped recording any research and development expenses until the Acquisition in the first quarter of 2025.

Current wording

Research and development expense was $2.6 million for the nine months ended September 30, 2025, reflecting an increase of $2.6 million, or 100% from research and development expense of $0 for nine months ended September 30, 2024. The Company incurred research and development expense in 2025 after the acquisition of GPCR USA. In 2022, the Company suspended its clinical, preclinical, and discovery program activities and reduced headcount as it began exploring strategic alternatives in April 2023 and stopped recording any research and development expenses until the Acquisition in the first quarter of 2025.

Previous wording

General and administrative expense was $1.5 million for the six months ended June 30, 2025, representing an increase of $0.3 million or 23%, from $1.2 million for the six months ended June 30, 2024. The increase for the six months ended June 30, 2025 was due to the additional expenses incurred from the acquisition of GPCR USA and increased professional services compared to the same prior year quarter.

Current wording

General and administrative expense was $5.2 million for the nine months ended September 30, 2025, representing an increase of $1.2 million or 31%, from $4.0 million for the nine months ended September 30, 2024. The increase for the nine months ended September 30, 2025 was due to the additional expenses incurred from the acquisition of GPCR USA and increased professional services compared to the same prior year quarter.

Previous wording

The Company recognized a gain from the reversal of liability related to registration rights delay amounts owed to DGP they agreed to waive the $191,000 penalty amount owed. The Company recognized a loss of $295,000 related to the change in the fair value of its contingent liability.

Current wording

The Company recognized a gain of $346,000 from satisfying its self-insured retainer with the insurer and from the reversal of liability related to registration rights delay amounts owed to DGP. The Company recognized a loss of $541,000 related to the change in the fair value of its contingent liability.

Previous wording

Since our inception, we have incurred significant operating losses. We generated limited revenue from our collaboration agreements, which have since been terminated. We have funded our operations to date with proceeds received from equity financings and payments received in connection with collaboration agreements, which have since been terminated. Currently we are exploring strategic alternatives and generating limited revenue. As of June 30, 2025, our cash and cash equivalents were $7.9 million.

Current wording

Since our inception, we have incurred significant operating losses. We generated limited revenue from our collaboration agreements, which have since been terminated. We have funded our operations to date with proceeds received from equity financings and payments received in connection with collaboration agreements, which have since been terminated. Currently we are exploring strategic alternatives and generating limited revenue. As of September 30, 2025, our cash and cash equivalents were $4.4 million.

Previous wording

We incurred net income of approximately $0.4 million for the six months ended June 30, 2025 and net loss of $1.4 million for the six months ended June 30, 2024. We expect to incur significant expenses and negative cash flows for the foreseeable future.

Current wording

We incurred net loss of approximately $2.0 million for the nine months ended September 30, 2025 and net loss of $2.5 million for the nine months ended September 30, 2024. We expect to incur significant expenses and negative cash flows for the foreseeable future.

Previous wording

The following table shows a summary of our cash flows for the six months ended June 30, 2025 and 2024:

Current wording

The following table shows a summary of our cash flows for the nine months ended September 30, 2025 and 2024:

Previous wording

Net cash used in operating activities was $3.9 million and $1.6 million for the six months ended June 30, 2025 and 2024, respectively. The increase in cash used in operating activities for the six months ended June 30, 2025 of $2.3 million was due to the increase of operating activities and higher headcount from the GPCR USA acquisition.

Current wording

Net cash used in operating activities was $7.4 million and $2.1 million for the nine months ended September 30, 2025 and 2024, respectively. The increase in cash used in operating activities for the nine months ended September 30, 2025 of $5.3 million was due to the increase of operating activities and higher headcount from the GPCR USA acquisition.

Previous wording

Net cash used in investing activities was $2.4 million and $0.0 million for the six months ended June 30, 2025 and 2024, respectively. The increase in cash used by investing activities of $2.4 million was due to purchase of GPCR USA and capital expenditures by KC Creation.

Current wording

Net cash used in investing activities was $2.3 million and $0.0 million for the nine months ended September 30, 2025 and 2024, respectively. The increase in cash used by investing activities of $2.3 million was due to purchase of GPCR USA and capital expenditures by KC Creation.

Previous wording

Net cash provided by financing activities was $1.6 million and $1.0 million for six months ended June 30, 2025 and 2024, respectively. The increase of $0.6 million is due to the funds received from the common stock purchase agreements in February.

Current wording

Net cash provided by financing activities was $1.6 million and $1.0 million for nine months ended September 30, 2025 and 2024, respectively. The increase of $0.6 million is due to the funds received from the common stock purchase agreements in February 2025.

Previous wording

•the extent to which we encounter increased costs as a result of global and macroeconomic conditions, including rising inflation and interest rates, supply chain disruptions, fluctuating exchange rates, and increases in commodity, energy and fuel prices; and

Current wording

•the extent to which we encounter increased costs as a result of global and macroeconomic conditions, including rising inflation and interest rates, supply chain disruptions, fluctuating exchange rates, and increases in commodity, energy and fuel prices, as well as political events such as the current federal government shutdown; and

Current wording

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