What changed in this filing

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Item 1. Business

2026-03-25 compared with 2025-03-18 · 29 added, 19 removed, 56 unchanged (46% of the section changed)

2 unchanged sentences

In February 2024, we received an upfront payment of $500,000 from a licensing agreement for patents related to one of our historical drug candidates, and received a small, one-time payment and an entitlement to only modest royalties on future sales of the licensed technology that we do not believe will be material.

In the second quarter, we recognized other income of $637,000 from the sale of our samples related to the licensed product.

In the third quarter, we sold our historical biotechnology intellectual property and other assets (including the licensing agreement described above) pursuant to the purchase agreement and recognized other income of $1,500,000.

In the second quarter of 2024, we recognized other income of $637,000 from the sale of our samples related to the licensed product.

In the third quarter of 2024, we sold our historical biotechnology intellectual property and other assets (including the licensing agreement described above) pursuant to the purchase agreement and recognized other income of $1,500,000.

We continue to engage in a broader exploration of strategic alternatives.

This effort involves exploring growth through transactions with potential partners that see opportunity in joining an existing, publicly-traded organization.

Following the purchase agreement, any value we may generate from our historical biotechnology intellectual property and other assets will be primarily through royalties and license fees that we may receive in the future under the purchase agreement.

Following this purchase agreement, any value we may generate from our historical biotechnology intellectual property and other assets will be primarily through royalties and license fees that we may receive in the future under the purchase agreement.

However, whether we receive any royalties or licenses fees, and the amounts and timing thereof, are uncertain and out of our control.

While the foregoing efforts are continuing, with respect to our historical assets, we do not expect they will generate significant value for stockholders.

Therefore, we are engaging in a broader exploration of strategic alternatives.

We obtained significant financing late in 2024 in order to continue operations and our exploration of strategic alternatives and consummate any transactions that we may identify.

We continue to engage in a broader exploration of strategic alternatives, including but not limited to private company acquisitions, raising additional capital, strategic partnerships, some combination of these, and other arrangements that are in management’s view worth exploring.

On January 19, 2025, we entered into a share purchase agreement (the “Share Purchase Agreement”) with GPCR Therapeutics Inc, a Korean corporation, (“GPCR”), pursuant to which the Company acquired from GPCR all of the issued and outstanding equity securities of its then-subsidiary, GPCR Therapeutics USA Inc., a California corporation (“GPCR USA”).

In connection with the closing of the Share Purchase Agreement, the Company and GPCR entered into a License and Collaboration Agreement to further develop and commercialize GPCR’s technologies related to certain intellectual property and patents.

The License and Collaboration Agreement requires us to make milestone payments to GPCR upon the achievement of specific milestone events relating to clinical trials, marketing authorizations, and net sales, as well as for us to pay a recurring royalty payments, as set forth in the agreement.

GPCR USA completed its Phase 2 clinical trial in January 2026 that 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.

In accordance with the terms of the License and Collaboration Agreement, we intend to make a milestone payment of $1,000,000 to GPCR in the form of shares of our common stock in the second quarter of 2026.

On March 26, 2025, the Company formed KC Creation Co., Ltd.

(“KC Creation”), a wholly-owned South Korean subsidiary.

It was established based on potential 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.

However, Management decided to sell this subsidiary on November 24, 2025, see additional information on this sale below.

Recent Developments

Change of Control

Effective as of November 12, 2024, we entered into a common stock purchase agreement (the “Initial Common Stock Purchase Agreement”) with HiTron Systems Inc.

Significant Stockholder

Effective as of November 12, 2024, we entered into a common stock purchase agreement (the “Initial Common Stock Purchase Agreement”) with Exicure HiTron Inc.

(“HiTron”), pursuant to which we agreed to issue and sell to HiTron 433,333 shares of our common stock, par value $0.0001 per share (the “Common Stock”), for an aggregate purchase price of $1.3 million, at a purchase price per share of $3.00.

2 unchanged sentences

As of March 17, 2026, HiTron beneficially owns 25% of the outstanding shares of Common Stock based on information available to the Company.

GPCR Share Purchase Agreement

On January 19, 2025, we entered into a Share Purchase Agreement with GPCR Therapeutics Inc, a Korean corporation, (“GPCR”) pursuant to which we acquired from GPCR all of the issued and outstanding equity securities of GPCR Therapeutics USA Inc., a California corporation (“GPCR USA”).

Nasdaq Listing Requirements Compliance

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

Current Focus

10 unchanged sentences

In our historical business, we built an intellectual property portfolio relating to our prior therapeutic candidates and our SNA technology platform.

We have a patent portfolio that includes pending patent applications and issued patents in the United States and in foreign countries.

We had a patent portfolio that includes pending patent applications and issued patents in the United States and in foreign countries.

In the past, our portfolio included patents licensed from Northwestern University under two separate license agreements related to SNA technology, as well as owned patents.

Our licenses from Northwestern University were terminated in 2023, but we continue to own numerous issued patents and pending patent applications.

On January 28, 2024, we entered into a patent license agreement (the “Patent License Agreement”) to develop cavrotolimod for potential treatment for hepatitis with Bluejay Therapeutics, Inc.

Our licenses from Northwestern University were terminated in 2023.

In January 2024, we entered into a patent license agreement (the “Patent License Agreement”) to develop cavrotolimod for potential treatment for hepatitis with Bluejay Therapeutics, Inc.

(“Bluejay”), a private clinical stage biopharmaceutical company.

Under the terms of the Patent License Agreement, Bluejay will receive an exclusive license in the field of hepatitis to all of the Company’s relevant patents.

In September 2024, we entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Flashpoint Therapeutics, Inc.

In September 2024, we entered into an asset

purchase agreement (the “Asset Purchase Agreement”) with Flashpoint Therapeutics, Inc.

(“Flashpoint”), pursuant to which we agreed to sell certain assets to Flashpoint.

5 unchanged sentences

In our historical operations, we faced competition at the technology and therapeutic indication levels from both large and small biotechnology companies, academic institutions, government agencies and public and private research institutions.

Many of our competitors had significantly greater financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals and

marketing approved products than we do.

These competitors also competed with us in recruiting and retaining qualified scientific and management personnel and establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies complementary to, or necessary for, our programs.

8 unchanged sentences

We currently do not have marketing, sales and distribution capabilities.

As of December 31, 2024, we had seven full time employees which were engaged in finance and general management activities after the wind down of our research and development programs.

As of December 31, 2025, we had eight full time employees which were engaged in finance and general management activities after the wind down of our research and development programs.

We have no collective bargaining agreement with our employees and we have not experienced any work stoppages.

3 unchanged sentences

Exicure OpCo was originally formed as a limited liability company under the name AuraSense Therapeutics, LLC in the State of Delaware in June 2011 and was a clinical-stage biotechnology company developing gene regulatory and immuno-oncology therapeutics based on its proprietary SNA technology.

AuraSense Therapeutics, LLC was subsequently converted into AuraSense Therapeutics, Inc., a Delaware corporation, on July 9, 2015, and changed its name on the same date to Exicure, Inc.

AuraSense Therapeutics, LLC was subsequently converted into AuraSense Therapeutics, Inc., a Delaware

corporation, on July 9, 2015, and changed its name on the same date to Exicure, Inc.

Immediately after giving effect to the Merger and the initial closing of a private placement transaction on September 26, 2017, the business of Exicure OpCo became our business.

7 unchanged sentences

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 1. Business