What changed in this filing

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Item 1A. Risk Factors

2026-03-25 compared with 2025-03-18 · 50 added, 68 removed, 193 unchanged (38% of the section changed)

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In addition to other information contained in this Annual Report on Form 10-K, the following risks should be considered in evaluating our business and future prospects and an investment in our common stock.

These disclosures reflect our beliefs and opinions as to factors that could materially and adversely affect us and our securities in the future.

References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.

The risks and uncertainties described below are not the only ones we face.

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Because we have no current source of revenue, our current available cash and cash equivalents provide us with very limited liquidity.

Our existing cash and cash equivalents are sufficient for us to continue to fund our business operations for at least the next 12 months.

Any such required additional capital may not be available on reasonable terms, if at all, due to a variety of factors, including uncertainty about the future direction of the Company and investor reaction to our new controlling stockholders and board and management composition, as well as broader conditions in the economy and capital markets, including recent volatility caused by inflation, questions about bank stability and other factors.

As of December 31, 2025, our existing cash and cash equivalents were approximately $3.7 million.

Our current liquidity may not be sufficient to fund operations for the next 12 months.

Any such required additional capital may not be available on reasonable terms, if at all, due to a variety of factors, including uncertainty about the future direction of the Company and investor reaction to our significant stockholders and board and management composition, as well as broader conditions in the economy and capital markets, including recent volatility caused by inflation, questions about bank stability, potential shutdown of the US federal government and other factors.

The Company has already engaged in significant cost reductions, so our ability to further cut costs and extend our operating runway is limited.

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In March 2024, we notified the issuer of the investment in convertible notes receivable that we were exercising our redemption right with respect to the entire principal amount of the investment in convertible notes receivable after the first anniversary of their issue dates (May 3 and May 16, 2024, respectively) for an aggregate redemption price of $2.090 million (representing the principal amount plus 4.5% per annum yield to the redemption date).

Refer to Note 4 - Investment in Convertible Notes Receivable for more details.

Refer to Note 2 - Significant Accounting Policies for more details.

We attempted to redeem the investment in convertible notes receivable during 2024.

However, the issuer of such convertible notes appears to have closed its operations and has not responded to our redemption requests.

If we are unable to successfully exercise our redemption right we may be unable to obtain any or all of the redemption price under such convertible notes, or otherwise recognize value from such convertible notes, which may adversely impact our financial condition and prospects.

If we are unable to successfully exercise our redemption right we may be unable to obtain any or all of the redemption price under such convertible notes, or otherwise recognize

value from such convertible notes, which may adversely impact our financial condition and prospects.

We will continue our redemption attempts, however, it is unlikely these investments will ever be redeemed.

Our controlling stockholders, executive officers and members of our board, have limited experience controlling or governing a public company operating in the United States status.

Our controlling stockholders have not previously controlled a U.S.

public company.

In addition, no members of our board of directors nor our chief executive officer nor chief financial officer have experience serving as directors or management of a U.S.

Our executive officers and members of our board, have limited experience controlling or governing a public company operating in the United States status.

No members of our board of directors nor our chief executive officer nor chief financial officer have experience serving as directors or management of a U.S.

publicly traded company.

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Turnover of our board and senior management, and any inability to attract and retain qualified management and other key personnel, could impair our ability to implement our business plan.

We have recently made significant changes in the composition of our board of directors and senior management.

On February 6, 2026, following the resignation of Andy Yoo, Seung Ik Baik, and Aejin Hwang as members of our board of directors, our board of directors appointed (i) Jung Kyu Ham, (ii) Jung Soo Kim, and (iii) Gyeung Seog Cheon as members of our board of directors, effective February 9, 2026, to serve, until a successor has been duly elected and qualified or until an earlier death, resignation or removal, as directors of the Company.

Jung Kyu Ham, Jung Soo Kim and Gyeung Seog Cheon will serve as Class III, Class I, and Class II directors of the Company for a term expiring at our 2026, 2027, and 2028 annual meeting of stockholders, respectively.

Effective as of February 11, 2026, our board of directors appointed Jung Soo Kim as the Chief Executive Officer and President of the Company and appointed Gyuyeob Lee as the Interim Chief Financial Officer and Secretary of the Company.

These appointments replaced Andy Yoo, who resigned as Chief Executive Officer and President of the Company, and Seung Ik Baik, who resigned as Chief Financial Officer and Secretary of the Company, each effective February 9, 2026.

The recent transition of our board of directors and senior management may create uncertainty regarding our strategic direction, business priorities and corporate governance.

In addition, new directors and executives may take time to become familiar with our business, operations and internal processes.

During this transition period, our ability to effectively execute our business strategy, maintain continuity in our operations and implement key initiatives may be adversely affected.

As we continue our exploration of strategic alternatives, and potentially pursue transactions involving new business lines or industries, we may experience additional turnover in our board and senior management.

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We expect to face significant competition in attracting experienced executives and other key personnel, and there can be no assurance that we will be able to do so.

In addition, there are significant uncertainties as to how our controlled status, transitional state of operations, financial condition and related matters will impact our ability to attract the necessary personnel and manage these succession risks.

In addition, there are significant uncertainties as to how our transitional state of operations, financial condition and related matters will impact our ability to attract the necessary personnel and manage these succession risks.

Depending on the circumstances of any management departures, it is also possible that we will be required to pay significant severance, adversely impacting our financial condition.

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Our common stock may be delisted from Nasdaq which could negatively impact the price of our common stock, liquidity and our ability to access the capital markets.

Our common stock is currently listed on Nasdaq under the symbol “XCUR.” As previously disclosed, we have received numerous deficiency notices with respect to various Nasdaq listing requirements in the past year and recently received a delisting determination from the Nasdaq staff.

These related to:

• compliance with Nasdaq’s minimum bid price rule due to our common stock trading below $1.00 for a sustained period of time.

We effected a one-for-thirty reverse stock split on June 29, 2022 in order to attempt to raise the stock price.

On September 13, 2023, we received a delinquency notification that the closing bid price of our common stock traded below $1.00 for the previous 30 consecutive business days.

We effected a one-for-five reverse stock split on August 27, 2024 in order to attempt to raise the stock price.

On September 13, 2024, we received a letter received from Nasdaq noting it met the closing bid price requirement;

• compliance with Nasdaq’s rule requiring stockholders’ equity of at least $2,500,000 based on our balance sheet as of December 31, 2024.

We were not in compliance with this requirement based on its September 30, 2024 balance sheet.

We believe we are in compliance with this requirement based on our December 31, 2024 balance sheet and expects to be in compliance going forward;

• compliance with Nasdaq’s corporate governance requirements with respect to board and committee composition.

We have received numerous deficiency notifications with respect to these requirements in the past year.

Although we are currently in compliance, there can be no assurance we will remain in compliance;

• compliance with Nasdaq’s requirement to hold an annual meeting.

On January 11, 2024, Nasdaq notified us that we did not comply with listing requirements by not holding an annual meeting in 2023.

We held our combined 2023 and 2024 annual meeting on June 28, 2024;

• on April 17, 2024, we received a delinquency notification as we had not filed our Annual Report Form 10-K for the year ended December 31, 2023.

The extended deadline for compliance was established by Nasdaq at May 20, 2024, the same deadline for our Form 10-Q for the quarter ended September 30, 2023.

The Annual Report Form 10-K for the year ended December 31, 2023 was filed on June 6, 2024;

• although we filed our Form 10-Q for the quarter ended September 30, 2023 prior to the extended deadline of May 20, 2024, on May 21, 2024, we received a delisting determination from the Nasdaq staff as a result of not filing our Annual Report Form 10-K by the May 20, 2024 deadline and failure to timely file our Form 10-Q for the quarter ended March 31, 2024 (which was subsequently filed on June 17, 2024).

The staff’s delisting determination also noted the failure to hold our 2023 annual meeting as another basis of the delisting determination;

• on May 28, 2024, we requested an appeal of the delisting determination to Nasdaq’s Hearings Panel (“Panel”), and the hearing took place on July 9, 2024.

On July 31, 2024, we received formal notice that the Panel determined to continue our listing subject to us evidencing compliance with all applicable criteria for continued listing on The Nasdaq Capital Market by September 16, 2024.

We received an additional extension to November 14, 2024 to satisfy the terms of the Panel’s decision and to ensure our continued listing on Nasdaq;

• as we did not meet Nasdaq’s listing requirements as of September 30, 2024, we requested another extension by the Panel to demonstrate compliance and another extension was granted.

We thereafter presented our plan to regain compliance with the Equity Requirement to the Panel, subsequent to which the Panel ultimately granted us extensions through December 17, 2024 to do so;

• on December 20, 2024, we received a letter from Nasdaq confirming that, as of December 17, 2024, we meet all requirements for continued listing on Nasdaq as required by the Panel’s decision dated November 20, 2024.

In accordance with the Panel’s decision, on December 17, 2024, we made public disclosure under

cover of a Form 8-K, describing the transactions undertaken by us to achieve compliance with Listing Rule 5550(b)(1) and stated affirmatively that as of that date, we believe we have stockholders’ equity above the $2.5 million requirement and provided a pro-forma balance sheet as of December 17, 2024.

Pursuant to Listing Rule 5815(d)(4)(B), we will be subject to a Mandatory Panel Monitor for a period of one year from the date of Nasdaq’s letter.

If, within that one-year monitoring period, the Nasdaq Listing Qualifications staff (the “Staff”) finds us again out of compliance with the $2.5 million Equity Rule that was the subject of the exception, notwithstanding Rule 5810(c)(2), we will not be permitted to provide the Staff with a plan of compliance with respect to that deficiency and the Staff will not be permitted to grant additional time for us to regain compliance with respect to that deficiency, nor will we be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3).

Instead, the Staff will issue a Delist Determination Letter and we will have an opportunity to request a new hearing with the initial Panel or a newly convened Panel if the initial Panel is unavailable.

We will have the opportunity to respond/present to the Panel as provided by Listing Rule 5815(d)(4)(C).

Our securities may be at that time delisted from Nasdaq.

Most recently, 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.

Even though we regained compliance with Nasdaq’s listing requirements, there can be no assurance that we will remain in compliance with Nasdaq’s requirements and will not be delisted in the future.

If Nasdaq suspends or delists our securities from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant negative consequences including:

If Nasdaq suspends or delists our securities from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant negative consequences including, but not limited to:

• limited availability of market quotations and liquidity for our securities;

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Since our inception in June 2011, we have devoted our resources to the development of SNA technology and are currently exploring strategic alternatives to maximize stockholder value.

We have had significant operating losses since our inception.

We have had significant operating

losses since our inception.

As of December 31, 2025, we have generated an accumulated deficit of $223.0 million, including $18,837 of additional paid-in capital reclassed to accumulated deficit upon C-corporation conversion.

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The pervasiveness of cybersecurity incidents in general and the risks of cyber-crime are complex and continue to evolve.

Although we are making significant efforts to maintain the security and integrity of our information systems and are exploring various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging.

assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging.

Despite the implementation of security measures, our internal computer systems and those of our employees, contractors and consultants are vulnerable to damage or interruption from computer viruses, unauthorized or inappropriate access or use, natural disasters, pandemics (including COVID-19), terrorism, war, and telecommunication and electrical failures.

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For example, the loss or compromise of preclinical data for our therapeutic candidates could result in delays in our regulatory filings and development efforts, as well as delays in the commercialization of our products, and significantly increase our costs.

To the extent that any disruption, security breach or unauthorized or inappropriate use or access to our systems were to result in a loss of or damage to our data, or inappropriate disclosure of confidential or proprietary information, including but not limited to patient, employee or vendor information, we could incur notification obligations to affected individuals and government agencies, liability, including potential lawsuits from patients, collaborators, employees, stockholders or other third parties and liability

under foreign, federal and state laws that protect the privacy and security of personal information, and the development and potential commercialization of our therapeutic candidates could be delayed.

Existing insurance arrangements may not provide protection for the costs that may arise from such loss or damage.

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Our current operations are concentrated in one location and any events affecting this location may have material adverse consequences.

Our current operations are located in our facilities situated in Chicago, Illinois.

Our current operations are located in our facilities situated in Redwood City, California.

On January 29, 2026, we received a payment demand letter and notice of default from Dren Bio Management, Inc.

(formerly known as Dren Brio, Inc.) (“Dren Bio”) whereby Dren Bio notified us that an event of default has occurred under the sublease for failure to make rent payments and related late charges and interest and demanded that we immediately pay the past due rent and late charges and interest.

On March 3, 2026,we received a Three Day Notice to Pay Rent or Quit from Dren Bio demanding payment of unpaid rent payments of approximately $0.7 million or in the alternative quit and deliver up possession of the premises.

Following receipt of such notice, we did not remit a payment and on March 9, 2026, Dren Bio filed a Complaint for Unlawful Detainer against GPCR USA in the Superior Court of California, County of San Mateo,seeking restitution of possession of the premises and forfeiture of the sublease and the unpaid rent payments of approximately$0.7 million, damages and attorney’s fees.We are currently reviewing the complaint and evaluating our available defenses and potential responses.

Any unplanned event, such as flood, fire, explosion, earthquake, extreme weather condition, medical epidemics, power shortage, telecommunication failure or other natural or man-made accidents or incidents that result in us being unable to fully utilize the facilities, may have a material adverse effect on our ability to operate our business, particularly on a daily basis, and have significant negative consequences on our financial and operating conditions.

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The restatement of our prior quarterly financial statements may affect stockholder and investor confidence in us or harm our reputation, and may subject us to additional risks and uncertainties, including increased costs and the increased possibility of legal proceedings and regulatory inquiries, sanctions or investigations.

Management identified material weaknesses in the Company’s internal control over financial reporting and restated its first quarter and second quarter unaudited interim condensed consolidated via Forms 10-Q/A.

Management identified material weaknesses in the Company’s internal control over financial reporting and restated its unaudited interim condensed consolidated financial statements for the first quarter and second quarter of 2023 via Forms 10-Q/A filed in June 2024.

As a result of the restatement, we have incurred, and may continue to incur, unanticipated costs for accounting and legal fees in connection with, or related to, such restatement.

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The influence of our significant stockholders could make our Common Stock less attractive to some investors or otherwise harm the trading price of our Common Stock.

HiTron beneficially owns approximately 53% of the outstanding shares of Common Stock.

HiTron beneficially owns approximately 25% of the outstanding shares of Common Stock and exercises significant influence over us.

CBI USA, Inc.

(“CBI USA”) and DGP Co., Ltd.

(“DGP”), also Korean companies, collectively own approximately 9% of outstanding Common Stock and exercise significant influence over us.

(“DGP”), also Korean companies, collectively own approximately 10% of outstanding Common Stock.

We previously had been a “controlled company” under the corporate governance rules for Nasdaq-listed companies.

We obtained a majority independent board based on the phase-in requirements for companies after they lose “controlled company” status.

Due to the recent change in control, the majority of our board members and management are directly affiliated with HiTron.

Investors may be hesitant to invest in the Company given the influence of HiTron, CBI and DGP.

In addition, should the interest or interests of our controlling stockholders differ from those of other stockholders, the other stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance rules for Nasdaq-listed companies.

Additionally, it is possible we could pursue strategic or financing transactions with our controlling stockholders or their affiliates.

The interests of the controlling stockholders and other stockholders would diverge in this case, and the lack of an independent board to evaluate such a transaction could adversely impact other stockholders.

In addition, should the interest or interests of our significant stockholders differ from those of other stockholders, the other stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance rules for Nasdaq-listed companies.

Additionally, it is possible we could pursue strategic or financing transactions with our significant stockholders or their affiliates.

The interests of the significant stockholders and other stockholders would diverge in this case, and the lack of an independent board to evaluate such a transaction could adversely impact other stockholders.

These conflicts of interest (or the perception that they could occur) might adversely affect our business and prospects for obtaining financing or completing a strategic transaction.

For so long as CBI USA and DGP own a significant stake, they (and/or their transferees) will have substantial control over the elections of our directors and to approve any other corporate action requiring the affirmative vote of holders of a majority of the outstanding shares of our Common Stock.

For so long as HiTron owns a significant stake in the Company, they (and/or their transferees) will have substantial influence over the elections of our directors and the approval of any other corporate action requiring the affirmative vote of holders of a majority of the outstanding shares of our Common Stock.

This could deter investment in the Company and adversely impact our stock price and ability to obtain financing.

These impacts may be more pronounced in the near term as investors assess the direction of the Company under the control of CBI USA and DGP and the actions of the new board and management.

DGP’s recently announced agreement to sell its shares to a third party could also deter investment as it creates uncertainty as to the transferee’s intentions with respect to the Company.

If DGP’s sale is completed, the third party transferee would become the Company’s largest stockholder.

These impacts may be more pronounced in the near term as investors assess the direction of the Company under the significant influence of HiTron, CBI USA and DGP.

Potential partners considering engaging in a strategic transaction with the Company could have similar concerns.

Given our urgent need for additional funding and/or to complete a strategic transaction, it is imperative that our controlling stockholders and our board and management earn the confidence of investors and potential partners in the near term and there is no assurance this will occur.

Given our urgent need for additional funding and/or to complete a strategic transaction, it is imperative that our significant stockholders and our board and management earn the confidence of investors and potential partners in the near term and there is no assurance this will occur.

The market price of our common stock has been, and is likely to continue to be, highly volatile, and you may not be able to resell your shares at or above the price you paid for them.

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• the development, execution and announcement of any proposed strategic alternative;

• investors may react negatively to our controlled status and the influence of our controlling stockholder or our reconstituted board and/or our uncertain business strategy;

• investors may react negatively to the influence of our significant stockholders and/or our reconstituted board and/or the uncertainty in our business strategy;

• strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;

• we are unable to achieve the perceived benefits of our Company as rapidly or to the extent anticipated by financial or industry analysts;

• changes in general economic, industry, political and market conditions, including, but not limited to, the ongoing impact of the COVID-19 pandemic.

• changes in general economic, industry, political and market conditions, including, but not limited to, a potential shutdown of the US federal government;

• our ability to avoid suspension and/or delisting of our common stock by Nasdaq.

In addition, the stock markets in general, and the markets for pharmaceutical and biotechnology stocks in particular, have experienced extreme volatility that has been often unrelated to the operating performance of the issuer.

These broad market and industry factors, such as those related to the COVID-19 pandemic, Russia’s invasion of Ukraine, and the Israel/Hamas war and retaliatory actions taken by the United States, NATO and others, may seriously harm the market price of our common stock, regardless of our operating performance.

These broad market and industry factors, such as those related to Russia’s invasion of Ukraine, and the Israel/Hamas war and retaliatory actions taken by the United States, NATO and others, may seriously harm the market price of our common stock, regardless of our operating performance.

Raising additional funds by issuing securities may cause dilution to existing stockholders and raising funds through lending and licensing arrangements may restrict our operations or require us to relinquish proprietary rights.

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These provisions include a classified board of directors, a prohibition on actions by written consent of our stockholders, and the ability of the Board of Directors of the Company, or the Board, to issue preferred stock without stockholder approval.

In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, or DGCL, which prohibits stockholders owning in excess of 15% of the outstanding combined organization voting stock from merging or combining with the combined organization.

In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of Delaware General Corporation Law, or DGCL, which prohibits stockholders owning in excess of 15% of the outstanding combined organization voting stock from merging or combining with the combined organization.

Although we believe these provisions collectively will provide for an opportunity to receive higher bids by requiring potential acquirers to negotiate with our Board, they would apply even if the offer may be considered beneficial by some stockholders.

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The NUBIL was determined based on the difference between the fair market value of our assets and their tax basis at the ownership change date.

Because of the NUBIL, certain deductions recognized during the five-year period beginning on the date of the IRC Section 382 ownership change (the “recognition period”) are subject to the same limitation as the net operating loss carryforwards or certain other deductions.

Because of the NUBIL, certain deductions recognized during the five-year period

beginning on the date of the IRC Section 382 ownership change (the “recognition period”) are subject to the same limitation as the net operating loss carryforwards or certain other deductions.

As of December 31, 2023, we determined that we ceased operations of our historical business enterprise which subjects us to a zero limitation as defined under IRC Section 382(c).

Therefore, we are restricted in our ability to use any of the historical net operating losses that occurred before the most recent ownership change in the fourth quarter of 2022.

Therefore, we are restricted in our ability to use any of the historical net operating losses that occurred before the prior ownership change in the fourth quarter of 2022.

General Risk Factors

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Under interpretations of these rules, FINRA has indicated its belief that there is a high probability that speculative or low-priced securities will not be suitable for at least some customers.

these FINRA requirements are applicable to us or our securities, which we believe they are, they may make it more difficult for broker-dealers to recommend that at least some of their customers buy our common stock, which may limit the ability of our stockholders to buy and sell our common stock and could have an adverse effect on the market for and price of our common stock.

If these FINRA requirements are applicable to us or our securities, which we believe they are, they may make it more difficult for broker-dealers to recommend that at least some of their customers buy our common stock, which may limit the ability of our stockholders to buy and sell our common stock and could have an adverse effect on the market for and price of our common stock.

If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline.

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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 1A. Risk Factors