Legal Proceedings.
−Removed: From time to time, we may be subject to legal proceedings.
−Removed: We are not currently a party to or aware of any proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.
+Added: On December 13, 2021, Mark Colwell filed a putative securities class action lawsuit against the Company, David A.
+Added: Giljohann and Brian C.
+Added: Bock in the United States District Court for the Northern District of Illinois, captioned Colwell v.
+Added: Exicure, Inc.
+Added: 1:21-cv-0663.
+Added: On February 4, 2021, Plaintiff filed an amended putative securities class action complaint.
+Added: The amended complaint alleges that Messrs.
+Added: Giljohann and Bock made materially false and/or misleading statements related to the Company’s clinical programs purportedly causing losses to investors who acquired Company securities between January 7, 2021 and December 10, 2021.
+Added: The amended complaint does not quantify any alleged damages but, in addition to attorneys’ fees and costs, plaintiff seeks to recover damages on behalf of himself and others who acquired the Company’s stock during the putative class period at allegedly inflated prices and purportedly suffered financial harm as a result.
+Added: On February 11, 2022, four members of the putative class moved the Court for appointment as lead plaintiff in the action pursuant to the Private Securities Litigation Reform Act of 1995.
+Added: Two of those motions were withdrawn on February 25, 2022, and two remain pending.
+Added: On February 16, 2022, the Court entered an order stating that defendants need not answer, or otherwise respond, until the Court enters an order appointing lead plaintiff and lead counsel, and the parties then submit a schedule to the Court for the filing of a further amended complaint and the timing of defendants’ answer or response.
+Added: On March 1, 2022, Kapil Puri filed a shareholder derivative lawsuit on behalf of the Company in the United States District Court for the Northern District of Illinois, against Messrs.
+Added: Giljohann and Bock, Jeffrey L.
+Added: Cleland, Elizabeth Garofalo, Bosun Hau, Bali Muralidhar, Andrew Sassine, Matthias Schroff, James Sulat and Timothy Walbert, captioned Puri v.
+Added: Giljohann, et al.
+Added: 1:22-cv-01083.
+Added: On March 8, 2022, Yixin Sim filed a similar shareholder derivative lawsuit in the same court against the same individuals, captioned Sim v.
+Added: Giljohann, et al.
+Added: 1:22-cv-01217.
+Added: Based on similar factual allegations presented in the Colwell complaint, described above, the Puri and Sim complaints (the “Derivative Complaints”) allege that the defendants caused the Company to issue false and/or misleading statements in its 2021 proxy statement regarding risk oversight, code of conduct, clinical program and compensation matters, among other things, in violation of federal securities law, and committed breaches of fiduciary duties owed under state law.
+Added: The Derivative Complaints also assert that Messrs.
+Added: Giljohann and Bock are liable for contribution under the federal securities laws.
+Added: The Puri complaint further asserts state law claims for unjust enrichment, abuse of control, gross mismanagement and corporate waste.
+Added: The plaintiffs do not quantify any alleged damages in the Derivative Complaints, but seeks restitution for damages to the Company, attorneys’ fees, costs, and expenses, as well as an order directing that certain proposals for strengthening board oversight be put to a vote of the Company’s shareholders.
+Added: We may also be a party to litigation and subject to claims incident to the ordinary course of business.
+Added: Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not have a material adverse effect on our business.
+Added: Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Mine Safety Disclosures.
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