What changed in this filing

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Item 3. Legal Proceedings

2026-03-25 compared with 2025-03-18 · 38 added, 43 removed, 11 unchanged (88% of the section changed)

Legal Proceedings.

On December 13, 2021, Mark Colwell filed a putative securities class action lawsuit against the Company, David A.

Giljohann and Brian C.

Bock in the United States District Court for the Northern District of Illinois, captioned Colwell v.

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 in connection with the sublease of our facilities situated in Redwood City 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.

The Company and certain of its current and former officers and directors were defendants in Colwell v.

Exicure, Inc.

et al., Case No.

1:21-cv-06637.

On February 4, 2021, plaintiff filed an amended putative securities class action complaint.

On March 20, 2023, the court entered an order appointing James Mathew as lead plaintiff and Bleichmar Fonti & Auld LLP as lead counsel in the action pursuant to the Private Securities Litigation Reform Act of 1995.

On May 26, 2023, lead plaintiff filed a second amended complaint against the Company, Dr.

Giljohann, Mr.

Bock, and Grant Corbett.

The second amended complaint alleges that Dr.

Giljohann, Mr.

Bock, and Dr.

Corbett 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.

The second amended complaint does not quantify any alleged damages but, in addition to attorneys’ fees and costs, lead 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.

et al., a securities class action in the United States District Court for the Northern District of Illinois (Case No.

1:21-cv-06637) (the “Securities Class Action”).

On May 26, 2023, plaintiffs filed a second amended complaint generally alleging that the defendants made false statements about the results of experiments concerning the drug XCUR-FXN and asserting claims for violations of federal securities laws under Section 10(b) and Section 20(a) of the Exchange Act and Rule 10b-5 thereunder.

On October 8, 2024, the court granted preliminary approval of the settlement in the Securities Class Action and set a schedule for final approval proceedings, including a final approval hearing on January 13, 2025.

On January 13, 2025, the court entered final judgment approving the settlement.

On January 13, 2025, the court entered final judgment approving a settlement of this litigation, which settlement included a $5.625 million payment.

The settlement described above will be fully covered by insurance.

However, the settlement will include a reservation of rights by the insurers against the Company for the unsatisfied portion of its self-insured retainer.

As a result, the Company recorded an accrual as of September 30, 2024 for the amount of the unsatisfied retainer, approximately $1.14 million.

In March and April 2022, three different stockholders filed separate shareholder derivative lawsuits on behalf of the Company against Dr.

Giljohann and Mr.

Bock, Jeffrey L.

Cleland, Elizabeth Garofalo, Bosun Hau, Bali Muralidhar, Andrew Sassine, Matthias Schroff, James Sulat and Timothy Walbert.

The cases in the ordered filed are captioned Puri v.

Giljohann, et al., Case No.

1:22-cv-01083;

Giljohann, et al., Case No.

However, the settlement includes a reservation of rights by the insurers against the Company for the unsatisfied portion of its self-insured retainer.

As a result, the Company recorded an accrual as of September 30, 2024 for the amount of the unsatisfied retainer of approximately $1.1 million needed to bridge the $2.5 million retainer that the Company is liable for under its self- insured retention.

On July 29, 2025, the Company entered into an agreement with the insurer to remit $1.0 million in order to satisfy the remaining balance of its self-insured retention obligation and paid this on August 13, 2025.

Three related stockholder derivative lawsuits were filed against certain of the Company’s current and former officers and directors and against the Company as a nominal defendant between March and April 2022 in the United States District Court for the Northern District of Illinois (Puri v.

Giljohann, et al.

1:22-cv-01083);

and Stourbridge Investments LLC v.

Giljohann, et al.

1:22-cv-01217)), and the United States District Court for the District of Delaware (Stourbridge Investments LLC v.

Exicure, Inc.

et al., Case No.

1:22-cv-00526.

Complaints in these cases (collectively, the “Derivative Complaints”) assert, among other things, that the Company included false or misleading statements in its proxy statement for its 2021 Annual Meeting of Stockholders, also alleging certain breaches of fiduciary duties.

The Derivative Complaints seek contribution from Dr.

Giljohann and Mr.

Bock under federal securities laws.

The Puri and Stourbridge complaints further assert for a variety of related state law claims, including unjust enrichment, abuse of control, gross mismanagement, and corporate waste.

Plaintiffs seek restitution for damages to the Company, attorneys’ fees, costs, and expenses, as well stockholder adoption of certain board oversight measures.

On March 18, 2022, James McNabb, through counsel, sent a written demand to the Company (the “Demand Letter”) demanding that the Board of Directors investigate certain allegations and commence proceedings on the Company’s behalf against certain of the Company’s current officers and directors for alleged breaches of fiduciary duties and corporate waste.

The Derivative Complaints and Demand Letter are currently stayed, and the Company is engaged in settlement discussions with plaintiffs’ counsel regarding these matters.

On October 3, 2023, a former employee filed a complaint against the Company and its executives related to the former employee’s separation from the Company in August.

The parties proceeded with paper discovery and this matter did not settle at an in-person settlement conference on July 17, 2024.

As a result, we are in the discovery phase of this litigation.

The parties exchanged discovery and a status conference was held on February 11, 2025, wherein opposing counsel asserted alleged various discovery deficiencies.

The parties are working through these alleged discovery deficiencies and anticipate deposing the plaintiff as well as witnesses on behalf of the Company and the individual defendants themselves in the coming months.

1:22-cv-00526)) (collectively, the “Derivative Complaints”).

On March 18, 2022, James McNabb, through counsel, sent a written demand to the Company (the “Demand Letter”) demanding that the Board investigate certain allegations and commence proceedings on the Company’s behalf against certain of the Company’s officers and directors for alleged breaches of fiduciary duties and corporate waste.

The Derivative Complaints and the Demand Letter are currently stayed.

On or around July 22, 2025, the parties informed the courts in which the Derivative Complaints are pending that they have reached an agreement in principle for global resolutions of the Derivative Complaints and Demand Letter.

The agreement in principle remains subject to being memorialized in a formal agreement and subject to court approval.

On March 18, 2026, the parties executed a formal settlement agreement.

Also on March 18, 2026, the plaintiffs filed a motion for preliminary approval of the settlement in the United States District Court for the Northern District of Illinois.

On March 19, 2026, that court granted preliminary approval of the settlement.

The court also set a hearing on final approval of the settlement for June 2, 2026.

On October 3, 2023, a former employee filed a complaint against the Company and various of its former executives in the United States District Court for the District of New Jersey.

The complaint is primarily a breach of contract claim relating to the former employee’s separation from the Company, as well as a claim for unpaid wages under the Illinois Wage Payment and Collection Act (“IWPCA”).

The matter remains pending and settlement efforts have proven unsuccessful.

The parties completed discovery depositions in December 2025.

Based on information discovered in the plaintiff’s deposition, our legal counsel believes we will not be successful in our breach of contract defense and that we will likely settle for no less than $250,000 to $300,000.

As a result, we accrued $250,000 in

2025 for this legal settlement as of December 31, 2025.

The court scheduled a settlement conference on February 5, 2026, where the parties could not agree on a settlement amount because plaintiff is now taking the position that the settlement should reflect, not just payment for the breach of contract claim, but also damages under the IWPCA, which includes 5% in monthly interest that continues to accrue without limitation.

Factoring in the IWPCA claims, plaintiff contends the damages are significantly higher.

The court then scheduled an ex parte conference for February 24, 2026, prior to which the parties were directed to conduct research regarding the applicability of the IWPCA.

Since the parties once again could not agree on a settlement amount, the court scheduled the parties for an in-person Final Pretrial Conference on June 3, 2026.

Once the Pretrial Order is finalized, the Company intends to move for partial summary judgment on the IWPCA claims.

If that motion is successful, the liability will likely remain in the amount referenced above.

If that motion is not successful, the liability under the IWPCA could be significantly higher.

We may also be a party to litigation and subject to claims incident to the ordinary course of business.

4 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 3. Legal Proceedings