What changed in this filing

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Item 9A. Controls and Procedures

2025-03-18 compared with 2024-06-06 · 203 added, 230 removed, 313 unchanged (58% of the section changed)

17 unchanged sentences

Management identified material weaknesses in the Company’s internal control over financial reporting related to the following:

The precision of management’s review of the Statement of Operations, resulting in inappropriately classifying certain general and administrative expenses as research and development expenses for the three months ended March 31, 2023, and three and six months ended June 30, 2023.

Management’s review of the accounting treatment of non-routine activities, specifically the Company’s analysis of the AFS securities.

Management’s review of the accounting treatment of non-routine activities.

The Company failed to design and implement controls around all accounting and information technology processes and procedures.

5 unchanged sentences

Changes in Internal Control Over Financial Reporting

Other than as described above, there were no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than as described above, there were no changes in our internal control over financial reporting during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

8 unchanged sentences

Our Board of Directors presently has 7 directors.

Minhee Eom, Jiyoung Hwang, Paul Kang, Raymond Ko, Dongho Lee, and Hojoon Lee.

Hwang and Mr.

Kang were delegated to the Board of Directors by CBI pursuant to its rights under the Securities Purchase Agreement, and Mr.

Hojoon Lee, although not formally delegated by CBI, is also affiliated with CBI.

Class III Directors (Term Expired 2023)

Paul Kang, age 62, has served as a member of our Board of Directors since February 2023 and served as CEO and President since August 21, 2023.

Kang began his 35-year investment and merger advisory career at Goldman Sachs in New York.

He also served as CEO of Alta Capital Group, focusing on cross border merchant banking.

He began his career as a brand manager at Procter & Gamble in Cincinnati.

Kang has served as an interim CEO for a range of industries, and his investment experience includes leading the acquisition for KBL Healthcare Acquisition Corp., the first successful healthcare SPAC.

His biopharma experience began with advising LG on the first Korean FDA-approved drug in the late 90s.

He received his A.B.

in applied mathematics from Harvard College and his M.B.A.

from the Stanford Graduate School of Business.

Kang’s experience in finance and working with companies in a range of industries qualifies him to serve on the Board.

Hyuk Joon (Raymond) Ko, age 56, has served as a member of our Board of Directors since August 2023.

Ko has been an Internal Auditor at Woori Bank since 2022.

Prior to that, Mr.

Ko was the CFO of XEME Biopharma Holdings Inc.

during 2021, where he supervised audit preparations and supervised and approved budgeting, expenditure, and finance of its subsidiary, XEME Biopharma, Inc.

as the company prepared for a potential Regulation A offering.

Prior to being the CFO of XEME, he has 10 years of experience working as a financial accountant at various U.S.

accounting firms.

Ko has a Bachelor’s degree in Business Administration from Seoul National University, a Master’s degree in Economics and Econometrics from Iowa State University, a Master’s degree in Operation Research and Information Engineering and Financial Engineering from Cornell University, and a Master of Taxation and International Tax from University of Denver.

He is certified as a CPA from the State of California.

Ko’s accounting, auditing and other financial experience qualifies him to serve on the Board.

Although the regular three-year term of the Class III directors expired in 2023, they continue to serve since we did not hold an Annual Meeting of Stockholders in 2023.

Andy Yoo, Seung Ik Baik, Ho Jung John, Chang Keun Choi, Minwoo Kang, Sangwook Song, and Dongho Lee.

Andy Yoo, Seung Ik Baik, Ho Jung John, Chang Keun Choi, Minwoo Kang, Sangwook Song were delegated to the Board of Directors by HiTron pursuant to its rights under the Subsequent Common Stock Purchase Agreement.

Class III Directors (Term Expires 2026)

Seung Ik Baik, age 39, has served as a member of our Board of Directors since November 2024 and served as CFO and Secretary of the Company since December 2024.

Baik has 17 years of experience in corporate finance, accounting, and private equity.

Currently, he is the Chief Strategic Officer at the YooSoo Group, an affiliate of HiTron.

Baik serves as the Independent Director at The Technology, a listed company in South Korea, where he manages partnerships with Korean accounting firms, law firms, financial institutions, and regulatory bodies.

His role includes overseeing compliance and regulatory initiatives, supporting strategic growth, and advising the Board and Managing Director on financial performance and organizational development.

In addition to his role at The Technology, Mr.

Baik has served as General Manager at Balancers Private Equity Fund (PEF) since 2013.

Previously, Mr.

Baik worked as a Senior Accountant at CYS Chartered Accountants & Business Advisors in Australia, where he prepared financial statements, handled tax compliance, and provided strategic tax planning and business structuring advice to clients.

Baik holds a Master of Commerce in Applied Finance and a Bachelor of Commerce in Accounting from Griffith University, Australia.

Ho Jung John, age 65, has served as a member of our Board of Directors since December 2024.

John is a seasoned executive with over 35 years of leadership experience in various industries, with extensive background in human resource development, strategic management, financial oversight, and global business operations.

John began his career at Korea Telecom Inc.

in 1985, serving as a Human Resource Development Manager until 1994, where he contributed to talent development and organizational growth strategies.

From 1994 to 2002, he served as the CEO of Status Entertainment Inc., overseeing strategic direction and operations in the entertainment industry.

Subsequently, from 2002 to 2008, he was the CEO of Korea Cityplan Partners Co., Ltd.

John held the position of CEO at Australia Cityplan Partners Pty., Ltd.

from 2008 to 2018, leading the company’s global operations and strategic initiatives.

He joined HiTron in 2023 as Managing Director of Finance and has served as Vice President of Management since July 2024, where he focuses on enhancing organizational structure to foster collaboration and improving business processes to optimize quality and time management.

John graduated from Hankuk University of Foreign Studies with a Bachelor’s degree in Chinese Language, Literature & Culture.

Class I Directors (Term Expires 2027)

Jiyoung Hwang, age 47, has served as a member of our Board of Directors since April 2023 and served as CFO since August 28, 2023.

Hwang is the Director of CBI USA and Executive Director of CBI Co.

Ltd., the parent company of CBI USA.

Hwang currently serves on the board of directors of Jokwang I.L.I Co., Ltd., a Korea-based manufacturing company, since November 2019, HuM&C Co., Ltd., a Korea-based manufacturing and distribution company, since April 2021 and CBI USA, Inc., a subsidiary of Korea-based automotive engine and mission parts manufacturer CBI Co.

Ltd., that focuses on investment in dynamic businesses initially in the life science sector, since June 2021, and has served on the board of directors of Kineta, Inc., a clinical-stage

biotechnology company, from June 2022 to November 2022.

Previously, Ms.

Hwang held the role of Managing Director in Venture Capital Investment at Intervest Co., Ltd., a venture capital firm, from March 2016 until February 2017 and Neoplux Co., Ltd., a venture capital company, from September 2011 until April 2016.

Hwang holds a Bachelor of Science degree in Life Science from Pohang University of Science and Technology and a Master’s degree in Environmental Management from Seoul National University.

has served as an independent consultant since 2017.

As a consultant she has worked on investments in Viral Gene, Liminatus Pharma, Epivara and Hyperfine.

She also serves as a member of the evaluation committee at MSIT, KHIDI, KIPA, and KIPO of the Republic of Korea since 2013.

Prior to 2017 she was the Managing Director of Intervest Co., Ltd a venture capital fund.

Prior to 2017, she also served as a Managing Director at Neoplux Co., Ltd, a Fund Manager at National Agricultural Cooperative Federation, a Manager at NEXUS Investment Co, Ltd., a Manager at Pulmuone Holdings Co., Ltd and Venture Capitalist & Analyst at Hyundai Venture Investment Corp.

Hwang holds a Life Science degree from Pohang University of Science of Technology and a graduate degree in Environmental Management from Graduate School of Environmental Studies, Seoul National University.

She also serves as a member of the evaluation committee at MSIT, KHIDI, KIPA, and KIPO of the Republic of Korea since 2013.

Prior to 2017 she was the Managing Director of Intervest Co., Ltd a venture capital fund.

Dongho Lee, age 63, has served as a member of our Board of Directors since August 2023.

3 unchanged sentences

He is currently an independent Director and member of the Audit Committee of Quantapia Inc., a renewable energy company listed in South Korea.

Lee began his professional career in finance as a FINRA-licensed financial advisor in asset management in New York from 1989 and in Korea from 1995.

Lee began his professional career in finance as a FINRA-licensed financial advisor in asset management in New

York from 1989 and in Korea from 1995.

Since 2000, Mr.

3 unchanged sentences

Lee graduated from Korea University with a Bachelor’s degree in Business Administration with emphasis in Finance.

Andy Yoo, age 45, has served as a member of our Board of Directors since November 2024 and served as the CEO and President of the Company since December 2024.

Yoo is currently the Chairman and the largest shareholder of HiTron, a listed company in South Korea.

Yoo serves as a member of HiTron’s executive committee, its governing and decision-making body for matters affecting its overall management and strategic direction.

Yoo is also a Managing Director of Balancers Co., Ltd.

Previously, Mr.

Yoo worked at PKF public accounting practice in Australia, serving most recently as senior accountant, overseeing more than 100 clients and government bodies and professionals across.

He also founded CYS public accounting practice and played significant roles on other leadership during his tenure as an accountant.

Yoo holds a Bachelor of Commerce in Accounting from Griffith University, Australia.

Class II Directors (Term Expires 2025)

Minhee Eom, age 57, has served as a member of our Board of Directors since September 2023.

Eom, Ph.D., has been an associate professor of writing and language skills at University of Texas Rio Grande Valley since 2015 and prior to that at University of Texas-Pan American from 2006 to 2015.

She has also been serving as the Vice President of The Texas Coastal Band of the Korea Scientists and Engineers Association since 2017.

Prior to academia, Ms.

Eom was a senior management consultant at Maekyung International Business Incubator from 2000 to 2001 and a manager at Applied Material Korea, the Korean subsidiary of a global semiconductor manufacturer Applied Materials, from 1994 to 1997.

Eom has an MBA in Information Systems Management from George Washington University and a Ph.D.

in Teaching and Learning (foreign language and ESL education).

Eom’s prior consulting experience and education qualify here to serve on the Board.

Hojoon Lee, age 51, has served as a member of our Board of Directors since August 2023.

Lee has been serving in various leadership positions in the Growth & Value Group, a Korean group of investment funds, heading its private equity, venture capital and asset management arms since 2011, specializing in fundraising and investment through real estate securitization and structured financing primarily targeting listed small-cap companies in Korea and overseas.

Since 2020, he has also been serving on the board and management of several Growth & Value fund portfolio companies, including CBI, DGP and KOASIS.

Prior to that, he was the vice president and partner of New Buds Inc., where he supervised investor sourcing, investment advisory, corporate consulting, company analysis and trading from 2009 to 2011.

Throughout his 23-year career, he has spanned various roles in consulting, marketing and distribution, commodities trading, M&A and restructuring, fundraising and investor relations.

Lee has a bachelor’s degree in electrical engineering from Hongik University.

Lee’s investment experience, as well as affiliate in CBI and DGP, qualify him to serve on the Board.

Chang Keun Choi, age 54, has served as a member of our Board of Directors since December 2024.

Choi is an accomplished executive with over 20 years of experience in the IT service and technology industries, where he has a proven track record of guiding organizations through transformative growth, IPO processes, and international expansion.

Since 1998, Mr.

Choi has served in various corporate executive, management and advisory roles in various IT service companies, including Freewebmedia (1998 to 2006), Mytrademaster (2007 to 2014), ClumL (2022 to 2024), The Technology (2023 to 2024), and Service Industry Association (2024 to present).

He is currently the Founder and CEO of Einsis Inc, one of the fastest-growing TPM service companies in Korea, providing stable and sustainable IT maintenance solutions to customers in the APAC region.

Choi graduated from Korea University with a Bachelor’s degree in Industrial Engineering,

Sangwook Song, age 61, has served as a member of our Board of Directors since December 2024.

He is an experienced executive with background in financial services, corporate governance, and strategic management, spanning various industries, including banking, corporate management, and public service.

Song began his career at Donghwa Bank, gaining experience in financial operations and risk management as Manager.

He subsequently contributed to the strategic direction and growth of TASTECH Co., Ltd.

as Director and oversaw financial audits and ensured regulatory compliance at Credit Counseling and Recovery Service as Lead Auditor.

He also played a significant role in legislative support and policy development as Executive Assistant at the National Assembly of the Republic of Korea.

Throughout his career, Mr.

Song has held several executive positions, including as Representative Director of Nature and Environment Co., Ltd., Everrich Partners, and Gold Pacific and as General Director of Management of Samcheongpartners Co., Ltd.

Song graduated from Pusan National University College of Law with a Bachelor’s degree in Law.

Minwoo Kang, age 47, has served as a member of our Board of Directors since December 2024.

Kang is a Certified Public Accountant with over 17 years of experience in audit, corporate finance, M&A, internal control systems, financial oversight, and regulatory compliance, spanning various industries.

He began his career in 2007 at EY Hanyoung Accounting Corporation in the Strategy and Transactions team.

Since 2010, he has been with Anse Accounting Corporation, where he conducted comprehensive audits, managed M&A Processes, and performed tax adjustments for major corporations.

Kang holds a Bachelor’s degree in Economics from Korea University.

Executive Officers

The following sets forth information about our executive officers as of May 27, 2024.

The following sets forth information about our executive officers as of March 13, 2025.

Chief Executive Officer

Jiyoung Hwang Chief Financial Officer 47

Seung Ik Baik Chief Financial Officer 39

Biographical information for Mr.

Kang is presented above under the caption “Directors.”

Jiyoung Hwang.

Biographical information for Ms.

Hwang is presented above under the caption “Directors.”

Yoo is presented above under the caption “Directors.”

Seung Ik Baik.

Biographical information for Mr.

Baik is presented above under the caption “Directors.”

Joshua Miller.

Miller is the Chief Accounting Officer, not an Executive Officer, and does not perform any significant policy making functions for the Company.

Delinquent Section 16(a) Reports

1 unchanged sentence

Officers, directors, and greater than ten percent stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, (i) during the fiscal year ended December 31, 2023, all Section 16(a) filing requirements applicable to our officers, directors, and greater than ten percent beneficial owners were complied with, except that:

a late report on Form 4 was filed by CBI USA on March 9, 2023 reporting a transaction dated February 22, 2023;

a late report on Form 3 was filed on May 15, 2023 relating to an initial statement of beneficial ownership of securities by former officer Jung Sang Kim who was appointed April 26, 2023;

a late report on Form 4 was filed by officer Joshua Miller on May 25, 2023 reporting a transaction dated May 16, 2023;

and a late report on Form 4 was filed by officer Joshua Miller on December 1, 2023 reporting a transaction dated November 16, 2023

To the Company’s knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2024, all Section 16(a) filing requirements applicable to our officers, directors, and greater than ten percent beneficial owners were complied with, except that:

a late report on Form 4 was filed by Joshua Miller on March 6, 2024 reporting a transaction dated February 16, 2024;

a late report on Form 4 was filed by Mr.

Miller on May 23, 2024 reporting a transaction dated May 16, 2024;

a late report on Form 4 was filed by Mr.

Miller on August 21, 2024 reporting a transaction dated August 21, 2024;

a late report on Form 4 was filed by Mr.

Miller on November 26, 2024 reporting a transaction dated November 16, 2024;

and a late report on Form 3 was filed on December 23, 2024 relating to an initial statement of beneficial ownership of securities by Sangsangin Investment & Securities Co., Ltd., which became an insider on December 12, 2024.

Additionally, Andy Yoo, Ik Baik, Ho Jung John, Chang Keun Choi, Sangwook Song, and Minwoo Kang, each a member of our board of directors, have not filed their required Form 3 with the SEC in connection with their appointment to the board.

Code of Business Conduct and Ethics

3 unchanged sentences

Audit Committee Matters

Our Audit Committee is currently comprised of Minhee Eom, Raymond Ko, and Dongho Lee.

Ko serves as the chairperson of the Audit Committee.

Our Audit Committee is currently comprised of Minwoo Kang, Chang Keun Choi, and Dongho Lee.

Kang serves as the chairperson of the Audit Committee.

Our Board of Directors has determined that all members are “independent” for Audit Committee purposes as that term is defined in the applicable rules of the SEC and Nasdaq rules.

Our Board has determined that Mr.

Ko qualifies as an “audit committee financial expert,” as defined under the applicable rules of the SEC.

Kang qualifies as an “audit committee financial expert,” as defined under the applicable rules of the SEC.

Executive Compensation.

1 unchanged sentence

This section provides a discussion of the total compensation awarded to, earned by, or paid to, during the years ended December 31, 2024 and 2023:

(1) the individuals who served as our principal executive officer during the fiscal year ended December 31, 2023, (2) our next two most highly compensated executive officers serving as of December 31, 2023 who earned more than $100,000 during the fiscal year ended December 31, 2023 (of which we

had none), and (3) any individual who would otherwise be included in (2) above but for the fact that such individual was not serving as an executive officer of ours as of December 31, 2023.

We refer to these individuals in this prospectus as our named executive officers.

(1) the individuals who served as our principal executive officer during the fiscal year ended December 31, 2024, (2) our next two most highly compensated executive officers serving as of December 31, 2024 who earned more than $100,000 during the fiscal year ended December 31, 2024 (of which we had none), and (3) any individual who would otherwise be included in (2) above but for the fact that such individual was not serving as an executive officer of ours as of December 31, 2024.

We refer to these individuals in this

prospectus as our named executive officers.

Our named executive officers for 2024 who appear in the Summary Compensation Table are:

• Paul Kang, our Chief Executive Officer;

• Matthias Schroff, our former Chief Executive Officer;

• Jung Sang (Michael) Kim, our former Chief Executive Officer;

• Elias Papadimas, our former Chief Financial Officer;

• Sarah Longoria, our former Chief Human Resource and Compliance Officer;

• Andy Yoo, our Chief Executive Officer;

• Seung Ik Baik, our Chief Financial Officer

• Paul Kang, our former Chief Executive Officer;

• Jiyoung Hwang, our former Chief Financial Officer

Summary Compensation Table

1 unchanged sentence

Name and principal position Year Salary

Paul Kang (4)

Chief Executive Officer

2024 25,000 — — 25,000

Jung Sang (Michael) Kim (5)

Former Chief Executive Officer

2023 90,625 — — — 313 90,938

Schroff, Ph.D.

Paul Kang (2)

Former Chief Executive Officer

1 unchanged sentence

2023 50,000 — — 50,000

2022 538,163 122,197 (8)

Seung Ik Baik (3)

Chief Financial Officer

2024 3,611 — — 3,611

Papadimas (9)

Jiyoung Hwang (4)

Former Chief Financial Officer

1 unchanged sentence

2023 49,432 — — 49,432

2022 400,625 140,000 (11)

48,759 67,125 10,250 666,759

Sarah Longoria (12)

Chief Human Resources and Compliance Officer

2023 125,000 370,000 (13)

— — 11,250 506,250

2022 300,000 99,750 (14)

20,786 26,125 — 446,661

(1) The amounts reported in this column reflect the aggregate grant date fair value for performance stock units granted during such fiscal year.

(2) The amounts reported in this column reflect the grant date fair value of the option awards granted to the named executive officers during the years presented and do not reflect the actual amounts earned.

Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions.

These values have been determined in accordance with FASB ASC Topic 718.

See Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 27, 2023 for a discussion of the relevant assumptions used in calculating these amounts.

The amounts in this column for 2022 for Dr.

Papadimas, and Ms.

Longoria also include the incremental fair value of outstanding awards as a result of the repricing of stock options effective April 1, 2022.

(3) Except as set forth below in footnotes 10 and 15 with respect to 2023 amounts, and footnote 14 with respect to 2022 amounts, the amounts reported in this column represent a match of contributions to our 401(k) savings plan.

(1) Effective December 20, 2024, Mr.

Yoo was appointed as Chief Executive Officer, succeeding Mr.

(2) Effective August 21, 2023, Mr.

Kang was appointed as Chief Executive Officer, succeeding Mr.

(5) Effective April 27, 2023, Mr.

Kim was appointed as Chief Executive Officer and Chief Financial Officer, succeeding Mr.

Schroff and Mr Papadimas, respectively.

He resigned from those positions as of August 18, 2023.

(6) Effective February 4, 2022, Dr.

Schroff was appointed as Chief Executive Officer, succeeding Mr.

He separated from the Company effective April 26, 2023.

Schroff served as our Chief Operating Officer in 2021 until December 10, 2021, and as our Chief Scientific Officer from December 10, 2021 through February 4, 2022.

(7) Represents separation amount paid to Dr.

Schroff as the result of his departure on April 26, 2023.

(8) Represents retention award amounts earned and paid to Dr.

Schroff in 2022.

Papadimas was appointed as our Chief Financial Officer in January 2022.

He separated from the Company effective April 26, 2023

(10) Represents separation amount paid to Mr.

Papadimas as the result of his departure on April 26, 2023.

(11) The amount reported represents (i) a retention award in the amount of $120,000 earned in 2022 and (ii) a bonus in the amount of $20,000 earned in 2022, each paid to Mr.

Papadimas in 2022.

Longoria was appointed as our Chief Human Resources and Compliance Officer in December 2021 and separated from the Company effective May 26, 2023.

(13) Represents separation amount paid to Ms.

Longoria as the result of her departure on May 26, 2023.

(14) Represents retention award amounts earned and paid to Ms.

Longoria in 2022.

Kang was appointed as Chief Executive Officer.

Effective February 27, 2025.

Kang resigned as Chief Executive Officer.

(3) Effective December 20, 2024, Mr.

Baik was appointed as Chief Executive Officer, succeeding Ms.

(4) Effective August 28, 2023, Ms.

Hwang was appointed as Chief Financial Officer, succeeding Mr.

Effective December 20, 2024, Ms.

Hwang resigned as Chief Financial Officer.

Employment Agreements

2 unchanged sentences

Refer to the footnotes to the Summary Compensation Table above with respect to named executive officers who were no longer serving at the end of 2024.

Kang entered into a Employment Agreement dated August 28, 2023.

Yoo entered into an Employment Agreement dated December 20, 2024.

Under the terms of this Employment Agreement, Mr.

Yoo’s annual base salary was $300,000.

Kang entered into an Employment Agreement dated August 28, 2023.

Under the terms of this Employment Agreement, Mr.

Kang’s annual base salary was $150,000.

Refer to the subsequent event in Footnote 17 for consulting agreement entered into in February 2025.

Seung Ik Baik .

Baik entered into an Employment Agreement dated December 20, 2024.

Under the terms of this Employment Agreement, Mr.

Baik’s annual base salary was $130,000.

Outstanding Equity Awards at Fiscal Year-End

Kang does not have any outstanding equity awards, and none of our named executive officers who were not serving with the Company at the end of fiscal 2023 still had any outstanding equity awards.

Kang, nor Mr.

Baik had any outstanding equity awards, and none of our named executive officers who were not serving with the Company at the end of fiscal 2024 still had any outstanding equity awards.

Defined Contribution Plan

27 unchanged sentences

19,194 — 19,194

Seung Soo Shin (7)

2,167 — 2,167

Hyukku Lee (8)

Changil Ahn (9)

6,944 — 6,944

Cheolho Jo (10)

6,778 — 6,778

Cleland, Ph.D.

Ho Jung John (8)

Chang Keun Choi (9)

Sangwook Song (10)

Minwoo Kang (11)

Seung Ik Baik (12)

2,167 — 2,167

Elizabeth Garofalo, M.D.

Eui Yull Hwang (13)

2,778 — 2,778

Kang was appointed to the Board of Directors effective February 24, 2023.

Hwang was appointed to the Board of Directors effective February 24, 2023.

Ko was appointed to the Board of Directors effective August 21, 2023.

Hwang was appointed to the Board of Directors effective February 24, 2023 and resigned on February 28, 2025.

Ko was appointed to the Board of Directors effective August 21, 2023 and resigned on December 17, 2024.

Lee was appointed to the Board of Directors effective August 21, 2023.

Hojoon Lee was appointed to the Board of Directors effective August 21, 2023.

Eom was appointed to the Board of Directors effective September 26, 2023.

Shin was appointed to the Board of Directors effective February 27, 2023, and resigned from the Board of Directors effective April 26, 2023.

Hyukku Lee was appointed to the Board of Directors effective February 24, 2023, and resigned from the Board of Directors effective May 3, 2023.

Ahn was appointed to the Board of Directors effective February 24, 2023, and resigned from the Board of Directors effective August 18, 2023.

Jo was appointed to the Board of Directors effective February 24, 2023, and resigned from the Board of Directors effective August 1, 2023.

Cleland resigned from the Board of Directors effective February 10, 2023.

Garofalo resigned from the Board of Directors effective February 24, 2023.

(13) During 2023, no options were issued to any directors.

During 2022, Dr.

Cleland and Dr.

Garofalo each had outstanding options to purchase the of shares, however, those were forfeited upon their resignation.

Hojoon Lee was appointed to the Board of Directors effective August 21, 2023 and resigned on November 21, 2024.

Eom was appointed to the Board of Directors effective September 26, 2023 and resigned on December 17, 2024.

Yoo was appointed to the Board of Directors effective November 21, 2024.

John was appointed to the Board of Directors effective December 17, 2024.

Choi was appointed to the Board of Directors effective December 17, 2024.

Song was appointed to the Board of Directors effective December 17, 2024.

Kang was appointed to the Board of Directors effective December 17, 2024.

Baik was appointed to the Board of Directors effective November 21, 2024.

Hwang was appointed to the Board of Directors effective September 26, 2024 and resigned on November 21, 2024.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

17 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the ownership of our common stock as of May 24, 2024 by:

The following table sets forth certain information regarding the ownership of our common stock as of March 13, 2025 by:

(i) each of our directors;

4 unchanged sentences

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities, or have the right to acquire such powers within 60 days.

Common stock subject to options that are currently exercisable or exercisable within 60 days of May 31, 2024 are deemed to be outstanding and beneficially owned by the person holding the options.

Common stock subject to options that are currently exercisable or exercisable within 60 days of Mach 31, 2025 are deemed to be outstanding and beneficially owned by the person holding the options.

These shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person.

Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them.

Percentage ownership calculations are based on 8,651,148 shares outstanding as of May 31, 2024, adjusted as required by rules promulgated by the SEC.

Percentage ownership calculations are based on 6,317,771 shares outstanding as of March 12, 2025, adjusted as required by rules promulgated by the SEC.

This table is based upon information supplied by our officers, directors and principal stockholders and Schedules 13D and 13G filed with the SEC.

Except as otherwise noted below, the address for each executive officer and director listed in the table is c/o Exicure, Inc., 2430 N.

Halsted Street, Chicago, Illinois 60614.

Except as otherwise noted below, the address for each executive officer and director listed in the table is c/o Exicure, Inc., 400 Seaport Court, Suite 102, Redwood City, California 94063.

Beneficial Ownership

3 unchanged sentences

Beneficially Owned (%)

HiTron Systems, Inc.

3,333,333 52.8 %

DGP Co., Ltd.

424,612 6.7 %

CBI USA, Inc.

SangSang Investment & Securities Co., Ltd.

433,332 6.9 %

Directors and Named Executive Officers

Jiyoung Hwang (2)

Hyuk Joon (Raymond) Ko

Dongho Lee — *

Hojoon Lee (2)

Minhee Eom — *

3,333,333 52.8 %

Ho Jung John (1)

Chang Keun Choi — *

Sangwook Song

Seung Ik Baik (1)

All directors and executive officers as a group (7 persons)

3,333,333 52.8 %

* Indicates beneficial ownership of less than one percent of the outstanding shares of common stock.

(1) Based on most recent Schedule 13D amendment filed March 4, 2024.

The address of CBI USA is c/o Baker & Hostetler LLP, One North Wacker Drive, Suite 4500, Chicago, IL 60606-2841.

The address of DGP is 23, Geurintekeu-ro, Yeonggwang-eup, Yeonggwang-gun, Jeollanam-do, Republic of Korea (57024).

(2) As a result of Mr.

Hojoon Lee’s role as director and/or executive of CBI USA, DGP and the parent company of CBI USA, he may be deemed to beneficially own the shares of common stock held by CBI USA and DGP.

In addition, Ms.

Hwang, as a director of CBI USA and an executive of the parent company of CBI USA, may be deemed to beneficially own the shares of common stock held by CBI USA.

Hwang disclaim beneficial ownership of these shares.

(1) Based on information available to the Company, Andy Yoo is the chief executive officer and largest stockholder of HiTron Systems, Inc.

The Company is also aware that Ho Jung John and Seung Ik Baik are HiTron’s vice president and chief strategy officer, respectively.

As a result, each of Mr.

John, and Ms.

Baik may be deemed to beneficially own the share of our common stock and securities held by HiTron.

The address for HiTron is 99-13 Masan-Gil, Miyang-Myeon, Anseong-si, Gyeonggi-do, Korea.

(2) Based on most recent Schedule 13D/A filed by DGP Co., Ltd.

on September 16, 2024.

Per the Schedule 13D filed June 26, 2023, the address of DGP Co., Ltd.

23, Geurintekeu-ro, Yeonggwang-eup, Yeonggwang-gun, Jeollanam-do, Republic of Korea 57024.

(3) Based on most recent Schedule 13D/A filed by SangSang Investments & Securities Co., Ltd.

on December 23, 2024.

The address of SangSang is 49F, Parc.1,108, Yeoui-daero, Yeongdeungpo-gu, Seoul, Republic of Korea 07335.

Certain Relationships and Related Transactions, and Director Independence.

5 unchanged sentences

A related party transaction reviewed under the policy will be considered approved or ratified if it is authorized by the Audit Committee of our Board of Directors or the chairperson of the Audit Committee in accordance with the standards set forth in the policy after full disclosure of the related party’s interests in the transaction.

As appropriate for the circumstances, the Audit Committee or the chairperson of the Audit Committee, as applicable, shall review and consider:

As appropriate

for the circumstances, the Audit Committee or the chairperson of the Audit Committee, as applicable, shall review and consider:

• the related party’s interest in the transaction;

12 unchanged sentences

Since the registration statement was not filed within 90 days following the Closing Date of the Registration Rights Agreement, the Company paid $27 to CBI USA and accrued $191 to DGP pursuant to the liquidated damages provision in this agreement.

On February 19, 2025, the Company received a waiver letter from DGP confirming they agreed to waive the outstanding $191 penalty amount owed to DGP.

Paul Kang Consulting Fees

The Company engaged entities controlled by Mr.

Kang to provide business development consulting services in 2023 and 2022.

Kang to provide business development consulting services in 2023.

The Company paid the entities controlled by Mr.

5 unchanged sentences

Interest will accrue on this DGP Note at 6.0% and is payable at maturity.

On September 11, 2024, the Company executed Debt for Equity Exchange Agreements converting the existing debt and related interest described above into shares of its common stock.

The Company exchanged in full satisfaction of the principal and accrued interest obligations on the DGP Note into 237,223 shares of its common stock.

As this was considered a troubled debt restructuring with a related party, the difference between fair value and book value was recognized within additional paid in capital.

Independence of the Board of Directors and Controlled Company Exemption

The following current directors were determined to be independent under the applicable Nasdaq standards:

Hyuk Joon (Raymond) Ko , Dongho Lee and Minhee Eom.

Dongho Lee, Chang Keun Choi, and Minwoo Kang.

The following former directors who served during 2024 were also determined to be independent under such standards:

Changil Ahn, Jeffrey L.

Cleland, Ph.D., Elizabeth Garofalo, M.D., Cheolho Jo, and Hyukku Lee.

Hyuk Joon (Raymond) Ko, Minhee Eom, and Eui Yull Hwang.

Following the closing of the private placement to CBI USA in February 2023, we became a “controlled company” under Nasdaq rules.

As a result, we were exempt from the requirements that a majority of our Board of Directors be independent and that we have an independent compensation committee and an independent nominating committee or function.

Following the consummation of private placement, our Board of Directors dissolved the Compensation Committee and Nominating and Corporate Governance Committee.

Following the consummation of this private placement, our Board of Directors dissolved the Compensation Committee and Nominating and Corporate Governance Committee.

In August 2023, CBI USA and its affiliate, DGP Co., Ltd., filed a Schedule 13D/A reporting that they no longer owned 50% of outstanding shares as a result of dilutive issuances, and thus we were no longer a “controlled company” under Nasdaq rules.

Thereafter, we reinstated our Compensation Committee and Nominating and Corporate Governance Committee and appointed our three independent directors to those committees in compliance with Nasdaq rules with respect to those committees.

We are still relying on the phase-in provisions of the Nasdaq rules with respect to the requirement that a majority of our Board of Directors be independent.

We must comply with that requirement within 12 months of losing “controlled company” status.

We relied on the phase-in provisions of the Nasdaq rules with respect to the requirement that a majority of our Board of Directors be independent and complied with that requirement within 12 months to prevent losing the “controlled company” status.

Following the closing of the stock purchase agreement to HiTron in December 2024, we again became a “controlled company” by a different company under Nasdaq rules.

Principal Accounting Fees and Services.

Independent Registered Public Accounting Firm Fees and Services

The following table sets forth the aggregate fees billed to us for the year ended December 31, 2023 by Marcum LLP, Chicago, Illinois (PCAOB ID:

688) and year ended December 31, 2022 by KPMG LLP, Chicago, IL (PCAOB ID:

The following table sets forth the aggregate fees billed to us for the years ended December 31, 2024 and 2023 by Marcum LLP, Chicago, Illinois (PCAOB ID:

688), our independent registered public accounting firm for such years.

1 unchanged sentence

$ 236,520 $ 432,846

Audit-Related Fees (2)

Total Fees $ 236,520 $ 432,846

(1) Audit fees for the fiscal years ended December 31, 2024 and 2023 consist of fees for professional services rendered in connection with the audit of our annual financial statements and review of our quarterly financial statements.

(2) Audit-related fees for the fiscal years ended December 31, 2023 and 2022 consist principally of fees for professional services rendered that are reasonably related to the performance of the audit or review of our financial statements and fees related to assistance with registration statements filed with the SEC.

All fees described above were pre-approved by the Audit Committee of the Board of Directors.

6 unchanged sentences

Among other things, the Audit Committee will review non-audit services proposed to be provided by the independent registered public accounting firm and pre-approve such services only if they are compatible with maintaining the independent registered public accounting firm’s status as an independent registered public accounting firm.

All services provided by Marcum LLP in 2023 and KPMG LLP in 2022 were pre-approved by our Audit Committee after review of each of the services proposed for approval.

All services provided by Marcum LLP in 2024 and 2023 were pre-approved by our Audit Committee after review of each of the services proposed for approval.

Exhibit and Financial Statement Schedules.

9 unchanged sentences

8-K (Exhibit 3.1) 6/29/2022 001-39011

3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Exicure, Inc., effective August 27, 2024.

8-K (Exhibit 3.1) 8/26/2024 001-39011

3.4 Amended and Restated Bylaws, as currently in effect.

10 unchanged sentences

8-K (Exhibit 10.4) 10/2/2017 000-55764

10.5+ Second Amended and Restated Employment Agreement, by and between Exicure, Inc.

and Matthias Schroff, Ph.D.

8-K (Exhibit 10.2) 2/4/2022 001-39011

10.6+ First Amendment to the Second Amended and Restated Employment Agreement, by and between Exicure, Inc.

and Matthias Schroff, dated September 23, 2022.

8-K (Exhibit 10.3) 9/27/2022 001-39011

10.7+ Amended and Restated Employment Agreement dated as of June 1, 2021 by and between Elias D.

Papadimas and Exicure, Inc.

10-Q (Exhibit 10.3) 8/12/2021 001-39011

10.8+ First Amendment to Amended and Restated Employment Agreement by and between Exicure, Inc.

Papadimas, dated January 17, 2022

8-K (Exhibit 10.2) 1/18/2022 001-39011

10.9+ Second Amendment to the Amended and Restated Employment Agreement, by and between Exicure, Inc.

and Elias Papadimas, dated September 23, 2022.

8-K (Exhibit 10.4) 9/27/2022 001-39011

10.10+ Retention Agreement by and between Exicure, Inc.

10-K (Exhibit 10.20) 3/25/2022 001-39011

10.11+ Employment Agreement by and between Exicure, Inc.

and Sarah Longoria, dated March 5, 2021

10-K (Exhibit 10.14) 3/25/2022 001-39011

10.12+ First Amendment to Employment Agreement by and between Exicure, Inc.

and Sarah Longoria, dated December 10, 2021

10-K (Exhibit 10.15) 3/25/2022 001-39011

10.13+ Second Amendment to Employment Agreement by and between Exicure, Inc.

and Sarah Longoria, dated September 23, 2022

10-K (Exhibit 10.16) 3/25/2022 001-39011

10.5 Lease Agreement dated as of February 28, 2020 by and between 2430 N.

43 unchanged sentences

8-K (Exhibit 10.2) 8/23/2023 001-39011

10.20 Debt for Equity Exchange Agreement

8-K (Exhibit N/A) 9/12/2024 001-39011

10.21 Common Stock Purchase Agreement, dated November 6, 2024, by and between Exicure, Inc.

and HiTron Systems, Inc.

8-K (Exhibit 10.1) 11/14/2024 001-39011

10.22 Form of Registration Rights Agreement by and between Exicure, Inc.

and HiTron Systems, Inc.

8-K (Exhibit 10.1) 11/14/2024 001-39011

10.23 Common Stock Purchase Agreement, dated November 13, 2024, by and between Exicure, Inc.

and HiTron Systems, Inc.

8-K (Exhibit 10.1) 11/14/2024 001-39011

10.24 Common Stock Purchase Agreement, dated December 9, 2024, by and between Exicure, Inc.

and SangSangIn Investment & Securities Co., Ltd.

8-K (Exhibit 10.1) 12/11/2024 001-39011

10.25 Form of Registration Rights Agreement by and between Exicure, Inc.

and SangSangIn Investment & Securities Co., Ltd.

8-K (Exhibit 10.2) 12/11/2024 001-39011

21.1 Subsidiaries of Exicure, Inc.

1 unchanged sentence

23.1 Consent of Marcum LLP, independent registered public accounting firm.

23.2 Consent of KPMG LLP, independent registered public accounting firm.

24.1 Power of Attorney (included on the signature page hereto).

16 unchanged sentences

Form 10-K Summary.

Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on June 6, 2024.

EXICURE, INC.

/s/ Paul Kang

Chief Executive Officer

/s/ Jiyoung Hwang

Jiyoung Hwang

/s/ Seung Ik Baik

Seung Ik Baik

Chief Financial Officer

3 unchanged sentences

POWER OF ATTORNEY

We, the undersigned directors and officers of Exicure, Inc., hereby severally constitute and appoint Paul Kang and Jiyoung Hwang, and each of them singly, our true and lawful attorneys-in-fact, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys-in-fact, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

We, the undersigned directors and officers of Exicure, Inc., hereby severally constitute and appoint Andy Yoo and Seung Ik Baik, and each of them singly, our true and lawful attorneys-in-fact, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys-in-fact, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

This Power of Attorney does not revoke any power of attorney previously granted by the undersigned, or any of them.

1 unchanged sentence

SIGNATURE TITLE DATE

/s/ Paul Kang President, Chief Executive Officer, and Director

/s/ Andy Yoo President, Chief Executive Officer, and Director

( Principal Executive Officer)

/s/ Jiyoung Hwang Chief Financial Officer, and Director

March 18, 2025

/s/ Seung Ik Baik Chief Financial Officer, and Director

( Principal Financial Officer)

Jiyoung Hwang

March 18, 2025

Seung Ik Baik

/s/ Joshua Miller Chief Accounting Officer

( Principal Accounting Officer)

March 18, 2025

Joshua Miller

/s/ Raymond Ko Director June 6, 2024

/s/ Minhee Eom Director June 6, 2024

/s/ Dongho Lee Director June 6, 2024

/s/ Hojoon Lee Director June 6, 2024

/s/ Minwoo Kang Director March 18, 2025

/s/ Dongho Lee Director March 18, 2025

/s/ Chang Keun Choi Director March 18, 2025

Chang Keun Choi

/s/ Ho Jung John Director March 18, 2025

/s/ Sangwook Song Director March 18, 2025

Sangwook Song

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures