Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Exicure, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
30205M309 (CUSIP Number) |
Andy Yoo, CEO Exicure HiTron Inc., 99-13 Masan-Gil, Miyang-Myeon Anseong-si, Gyeonggi-do, M5, 17601 82-106-220-2280 Jeongseok Jay Yu, Esq. Foley Hoag LLP, Seaport West, 155 Seaport Boulevard Boston, MA, 02210 (617) 832-1000 Daniel S. Clevenger, Esq. Foley Hoag LLP, Seaport West, 155 Seaport Boulevard Boston, MA, 02210 (617) 832-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 30205M309 |
| 1 |
Name of reporting person
Exicure HiTron Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
KOREA, REPUBLIC OF
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,333,333.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
52.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Exicure, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
400 Seaport Court, Suite 102, Redwood City,
CALIFORNIA
, 94063. | |
Item 1 Comment:
This Amendment No. 2 (this "Amendment") to the statement on Schedule 13D with respect to beneficial ownership of shares of common stock, par value $0.0001 per share (the "Shares"), of Exicure, Inc., a Delaware corporation (the "Issuer"), filed by Exicure HiTron Inc. (f/k/a HiTron Systems Inc.), a South Korean corporation (the "Reporting Person"), amends and supplements the beneficial ownership statement on Schedule 13D originally filed on November 29, 2024, as amended by Amendment No. 1 to the statement on Schedule 13D filed on March 26, 2025 (such Schedule 13D and amendment, the "Original Statement"), as set forth below. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Statement. Except as specifically amended by this Amendment, items in the Original Statement are unchanged. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Statement is hereby supplemented by adding the following paragraph after Paragraph 6 of Item 4 of the Original Statement: On September 8, 2025, each of Ho Jung John, Chang Keun Choi, Sangwook Song and Minwoo Kang resigned from the Issuer Board, and, following nomination by the Reporting Person, the Issuer Board appointed each of Sangjin Yeo and Aejin Hwang to serve as members of the Issuer Board, following which a majority of the Issuer Board continues to be composed of nominees of the Reporting Person. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Original Statement is hereby amended and restated as follows: The percentage of beneficial ownership reported in this Item 5, and on the Reporting Person's cover page to this Statement, is based on a total of 6,317,793 shares of Common Stock, which represents the number of shares of Common Stock reported as outstanding on August 5, 2025 in the Quarterly Report on Form 10-Q filed by the Issuer on August 8, 2025. All of the share numbers reported below, and on the Reporting Person's cover page to this Statement, are as of September 18, 2025. The cover page to this Amendment is incorporated by reference in its entirety into this Item 5. The Reporting Person is the beneficial owner of a total of 3,333,333 shares of Common Stock, representing approximately 52.8% of the outstanding shares of Common Stock. | |
| (c) | Item 5(c) of the Original Statemet is hereby amended and restated as follows: Other than as set forth herein, the Reporting Person has not engaged in any transactions with respect to the Shares during the 60 days prior to the date of this filing. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original Statement is hereby supplemented as follows: On September 18, 2025, the Reporting Person entered into Share Pledge Agreements (the "Pledge Agreements") with each of Sangsangin Plus Savings Bank Co., Ltd. and Sangsangin Investment & Securities Co., Ltd. (the "Creditors") in connection with the Reporting Person's issuance of convertible bonds in a private placement to the Creditors pursuant to a 28th Bearer Coupon Unsecured Convertible Bond (Private Placement) Subscription Agreement (the "Subscription Agreement"). As security for its obligations under the Pledge Agreements, the Reporting Person pledged a total of 1,600,000 Shares (the "Pledged Securities") to the Creditors. All voting rights and rights to receive dividends or distributions with respect to the Pledged Securities remain with the Reporting Person unless an event of default under the Pledge Agreements has occurred. Upon the occurrence of an event of default, the Creditors may, among other things, exercise their rights to enforce their security rights or take any other measures or exercise any rights available under the Subscription Agreement, the Pledge Agreements, or applicable laws and regulations. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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