What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-25 compared with 2025-03-18 · 465 added, 384 removed, 494 unchanged (63% of the section changed)

2 unchanged sentences

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm ( CBIZ CPAs P.C.

, PCAOB ID 199 )

Report of Independent Registered Public Accounting Firm ( Marcum LLP , PCAOB ID 688

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Exicure, Inc.

(the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, based on our audits, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheet of Exicure, Inc.

(the “Company”) as of December 31, 2025, the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2025 and the related notes (collectively referred to as the “financial statements”).

In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1 , the Company has incurred significant losses and negative cash flows since inception, and may need to raise additional funds to meet its obligations and sustain its operations.

As more fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the Company's ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 1.The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Business Combination

Critical Audit Matter Description

As described in Notes 2 and 3 to the financial statements, the Company acquired GPCR Therapeutics USA Inc.

(“GPCR USA”) on January 19, 2025.

This acquisition was accounted for as a business combination.

We identified the evaluation of the acquisition-date fair values, of the intangible assets acquired and contingent consideration assumed, as a critical audit matter.

The principal consideration for our determination that the evaluation of the acquisition-date fair values, of the intangible assets acquired and contingent consideration assumed, were a critical audit matter is the high degree of subjective auditor judgment associated with evaluating management’s determination of the fair values of the acquired intangible assets and assumed contingent consideration, which is primarily due to the complexity of the valuation models used and the sensitivity of the underlying significant assumptions.

The key assumptions used within the valuation models included prospective financial information such as future revenue growth and an applied discount rate.

The calculated fair values are sensitive to changes in these key assumptions.

How the Critical Audit Matter was Addressed in the Audit

Our audit procedures related to the evaluation of acquisition-date fair values, of intangible assets acquired and contingent consideration assumed, included the following, among others:

▪ We evaluated the reasonableness of the purchase price allocation analysis from management and the third-party specialist engaged by management.

▪ We assessed the qualifications and competence of management and the third-party specialist.

▪ We evaluated the methodologies used to determine the fair values of the intangible assets and contingent consideration.

▪ We tested the assumptions used within the multi-period excess earnings method and discounted cash flow models to estimate the fair values of the intangible assets and contingent consideration, which included key assumptions such as the future revenue growth and the applied discount rate.

▪ We assessed the reasonableness of management’s forecast by inquiring with management to understand how the forecast was developed and comparing the projections to external sources, including industry trends and peer companies’ historical data.

▪ We involved our internal valuation specialist who assisted in (i) evaluating the reasonableness of valuation methods, (ii) testing the mathematical accuracy of the Company’s calculations, and (iii) evaluating the reasonableness of the significant assumptions to the models, including the discount rate applied to future cash flows.

/s/ CBIZ CPAs P.C.

CBIZ CPAs P.C.

We have served as the Company’s auditor since 2023, such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C.

effective November 1, 2024.

New York, New York

March 25, 2026

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Exicure, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Exicure, Inc.

(the “Company”) as of December 31, 2024, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

These conditions raise substantial doubt about the Company's ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Marcum LLP

We have served as the Company’s auditor since 2023 .

We served as the Company’s auditor from 2023 to 2025 .

New York, New York

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Total current assets 4,624 13,673

Property and equipment, net 26 54

Right-of-use asset — 6,517

Other noncurrent assets 928 1,357

Property and equipment, net 306 26

Goodwill 4,399 —

Intangible asset 3,784 —

$ 14,041 $ 15,056

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Total current liabilities 3,888 3,071

Contingent consideration 5,804 —

Deferred tax liability 423 —

Lease liability, noncurrent — 5,213

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Additional paid-in capital 208,137 206,035

Accumulated other comprehensive loss ( 2 ) —

Accumulated deficit ( 204,210 ) ( 199,264 )

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$ 14,041 $ 15,056

* reflects a one-for-five (1:5) reverse stock split effected on August 27, 2024

See Accompanying Notes to Consolidated Financial Statements.

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Loss from sale of property and equipment 90 —

Gain on early lease termination ( 5,974 ) —

Total operating expenses 4,233 12,732

Operating loss ( 4,233 ) ( 12,232 )

Other (expense) income, net:

Changes in fair value of investment in convertible notes receivable — ( 2,000 )

Other income (expense), net:

Dividend income 107 5

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Gain on settlement of accounts payables 346 407

Change in fair value of contingent liability ( 1,553 ) —

Other income (expense), net ( 275 ) 2,137

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Net loss before provision for income taxes ( 5,580 ) ( 9,693 )

Provision for income taxes 8 —

Provision (benefit) for income taxes ( 634 ) 8

Net loss $ ( 4,946 ) $ ( 9,701 )

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Weighted-average basic and diluted common shares outstanding 6,297,094 2,043,278

* reflects a one-for-five (1:5) reverse stock split effected on August 27, 2024

See Accompanying Notes to Consolidated Financial Statements.

EXICURE, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands, except share and per share data)

Net loss $ ( 4,946 ) $ ( 9,701 )

Other comprehensive loss, net of taxes

Foreign currency translation adjustment ( 2 ) —

Other comprehensive income ( 2 ) —

Comprehensive loss $ ( 4,948 ) $ ( 9,701 )

See Accompanying Notes to Consolidated Financial Statements.

EXICURE, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except shares)

Shares * $ Additional Paid-in- Capital Accumulated Deficit Total Stockholders’ Equity

Shares $ Additional Paid-in- Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity

Balance at January 1, 2024 1,832,988 $ — $ 192,594 $ ( 189,563 ) $ — $ 3,031

Reclassification of common stock warrants to liability — — ( 800 ) — ( 800 )

Equity-based compensation — — 22 — — 22

Vesting of restricted stock units and related repurchases 166 — — — — —

Issuance of common stock, net 680,000 — 4,597 — 4,597

Issuance of common stock, debt to equity conversion 339,214 — 1,018 — — 1,018

Sale of common stock, financings 3,854,473 1 12,401 — — 12,402

Net loss — — — ( 9,701 ) — ( 9,701 )

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Vesting of restricted stock units and related repurchases 91 — — — — —

Issuance of common stock, debt to equity conversion 339,214 — 1,018 1,018

Sale of common stock, financings 290,908 — 1,600 — — 1,600

Issuance of common stock 56,053 — 500 — — 500

Foreign currency translation adjustment — — — — ( 2 ) ( 2 )

Net loss — — — ( 4,946 ) — ( 4,946 )

Balance at December 31, 2025 6,373,893 $ 1 $ 208,137 $ ( 204,210 ) $ ( 2 ) $ 3,926

* reflects a one-for-five (1:5) reverse stock split effected on August 27, 2024

See Accompanying Notes to Consolidated Financial Statements.

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Right-of-use asset impairment loss — 5,721

Change in fair value of contingent consideration 1,553 —

Gain on early lease termination ( 5,974 ) —

Gain on settlement of accounts payables ( 346 ) ( 407 )

Changes in fair value of investment in convertible notes receivable — 2,000

Loss on disposal/sale of subsidiary 98 —

Loss from sale of property and equipment 90 —

Income tax benefit ( 634 ) —

Changes in operating assets and liabilities:

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Cash flows from investing activities:

Purchase of available-for-sale securities — ( 2,000 )

Proceeds from sale of property and equipment — 922

Net cash (used in) provided by investing activities — ( 1,078 )

Capital expenditures ( 1 ) —

Proceeds from sale of fixed assets 42 —

Acquisition of GPCR Therapeutics USA Inc.

Proceeds from sale of subsidiary 474 —

Cash removed from the sale of KCC ( 232 )

Net cash used in by investing activities ( 1,807 ) —

Cash flows from financing activities:

Proceeds from sale of common stock 1,600 12,402

Payment of common stock financing costs — ( 843 )

Proceeds from short term debt — 1,000

Payment of exercise of common stock warrants — ( 800 )

Payments for minimum statutory tax withholding related to net share settlement of equity awards — ( 123 )

Net cash provided by financing activities 1,600 13,402

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Non-cash operating activities:

Reclass of legal expenses from accruals to accounts payable $ 190 $ —

Issuance of stock to GPCR Korea 500 —

Non-cash investing activities:

Reclass prepaid expenses from noncurrent to current $ 428 $ 428

Initial recording of ROU asset and related lease liability 100 —

Non-cash financing activities:

Equity effect of debt to equity conversion $ — $ 1,018

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the amounts shown in the consolidated statements of cash flows:

Year Ended December 31,

Cash, cash equivalents and restricted cash $ 12,508 $ 816

Restricted cash included in other noncurrent assets — 1,200

Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 12,508 $ 2,016

See Accompanying Notes to Consolidated Financial Statements.

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In September 2022, the Company announced a significant reduction in force, suspension of preclinical activities and halting of all research and development, and that the Company was exploring strategic alternatives to maximize stockholder value.

In the first quarter, the Company entered into 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, the Company sold some of our samples related to the licensed product.

In the third quarter, the Company entered into a sale agreement to sale our historical biotechnology intellectual property and other assets pursuant to the purchase agreement.

The Company continues 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.

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”).

In 2024, the Company entered into 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 was not material.

The Company then sold some of its samples related to the licensed product.

Also in 2024, the Company entered into an asset purchase agreement (the “Purchase Agreement”) with Flashpoint Therapeutics, Inc.

to sell its historical biotechnology intellectual property and other assets to the purchaser.

The Company continues 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 with GPCR, pursuant to which the Company acquired from GPCR all of the issued and outstanding equity securities of its then-subsidiary, 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.

GPCR USA has an ongoing Phase 2 clinical trial focused on blood cancer patients, particularly those eligible for hematopoietic stem cell transplantation.

Its current clinical trial involves the combined administration of G-CSF, GPC-100 (Burixafor) and propranolol.

GPCR USA plans to complete the administration of GPC-100 to 20 patients by the end of April and aims to announce the clinical trial results by September.

This 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 to GPCR 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 the 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.

Throughout these consolidated financial statements, the terms the “Company,” and “Exicure” refer to Exicure, Inc.

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These consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and accounting principles generally accepted in the United States of America (“US GAAP”) as defined by the Financial Accounting Standards Board (“FASB”) within the FASB Accounting Standards Codification (“ASC”) and are presented in thousands, except number of shares and per share data.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Exicure, Inc.

and its wholly owned subsidiary, Exicure Operating Company.

All intercompany transactions and accounts are eliminated in consolidation.

Reverse Stock Split

At the Company’s Special Meeting of Stockholders held on August 15, 2024, the Company’s stockholders approved a proposal to approve and adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of its shares of common stock, issued and outstanding or reserved for issuance, at a ratio within the range from 1-for-2 to 1-for-15, with such ratio to be determined in the discretion of the Board of Directors.

On August 20, 2024, the Company’s Board of Directors adopted resolutions to effect as soon as reasonably practicable the reverse split of the issued and outstanding shares of the Common Stock at a ratio of 1-for-5.

EXICURE, INC.

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(in thousands, except share and per share data)

The Company effected a reverse stock split of its Common Stock at a ratio of 1-for-5 as of 5:00 p.m.

Eastern Time on August 27, 2024.

No fractional shares were issued in connection with the reverse stock split.

Stockholders of record who would otherwise be entitled to receive a fractional share received a full share in lieu thereof.

An additional 102,837 shares were issued as a result of the fractional shares rounded up.

All information presented in the accompanying unaudited condensed consolidated financial statements, unless otherwise indicated herein, assumes a 1-for-5 reverse stock split of the Company’s outstanding shares of Common Stock, and unless otherwise indicated, all such amounts and corresponding conversion price or exercise price data set forth herein have been adjusted to give effect to such assumed reverse stock split.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Exicure, Inc.

and its wholly owned subsidiaries, Exicure Operating Company, GPCR USA, and KC Creation.

All intercompany transactions and accounts are eliminated in consolidation.

Going Concern

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As of December 31, 2025, the Company’s cash and cash equivalents were $ 3,746 .

Management believes that given the Company’s current cash position, operating plans and forecasted negative cash flows from operating activities over the next twelve months, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued.

Additional financing will be needed to fund our ongoing operations, support of GPCR USA’s operations, and exploration of strategic alternatives and pursuing any alternatives that we identify.

Management believes that the Company’s existing cash and cash equivalents are insufficient to continue to fund its operating expenses, and additional funding is needed.

There can be no assurance that such additional financing will be available and, if available, can be obtained on acceptable terms.

Management believes that, given the Company’s current cash position, operating plans and forecasted negative cash flows from operating activities over the next twelve months, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued.

Additional financing will be needed in the near term to fund our ongoing operations, support of GPCR USA’s operations, and exploration of strategic alternatives and pursuing any alternatives that we identify.

The accompanying consolidated financial statements have been prepared as though the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

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Actual results in future periods could differ from those estimates.

Reclassification

Certain accounts in the prior period consolidated statement of operations have been reclassified to conform to the presentation of the current year consolidated financial statements.

These reclassifications had no effect on the previously reported operating results.

EXICURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Significant Accounting Policies

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The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

As of December 31, 2024, cash equivalents represented funds held in a money market account.

Restricted cash

The Company secures a standby letter of credit with a restricted certificate of deposit account as part of its Chicago lease agreement, which was used to pay the lease during 2024.

The Company considers the restricted certificate of deposit account in the amount of $ 109 to be restricted cash because its use to the Company is contractually limited and presents the balance within current assets on the accompanying consolidated balance sheet at December 31, 2024 and 2023.

EXICURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Fair value of financial instruments

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Investment in convertible notes receivable at fair value totaled $ 0 as of December 31, 2025.

As of December 31, 2024, the aggregate cost of the investment in convertible notes receivable accounted for under the fair value option was $ 0 , which included principal balances of $ 2,000 and the change in fair value of $ 2,000 .

As of December 31, 2025, the aggregate cost of the investment in convertible notes receivable accounted for under the fair value option was $ 0 , which included principal balances of $ 2,000 and the change in fair value of $ 2,000 from 2023.

Concentrations of credit risk and other risks and uncertainties

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See also Note 1, Going Concern , for more information.

Property and equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the various classes of property and equipment, which range from three to seven years .

Acquisition Accounting

The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations.

The excess of the consideration transferred over the fair value of the identifiable net assets acquired is recorded as goodwill.

Acquisition-related costs are expensed as incurred.

The results of operations of acquired businesses are included in the Company’s consolidated financial statements from the effective date of the acquisition.

The fair value of the consideration exchanged in a business combination is allocated to tangible assets and identifiable intangible assets acquired and liabilities assumed at acquisition date fair value.

Goodwill is measured as the excess of the consideration transferred over the net fair value of identifiable assets acquired and liabilities assumed in accordance with ASC 820.

The accounting for an acquisition involves a considerable amount of judgment and estimation.

Cost, income, market or a combination of approaches may be used to establish the fair value of consideration exchanged, assets acquired, and liabilities assumed, depending on the nature of those items.

The valuation approach is determined in accordance with generally accepted valuation methods.

Key areas of estimation and judgment may include the selection of valuation approaches, cost of capital, market characteristics, cost structure, impacts of synergies, and estimates of terminal value, among other factors.

EXICURE, INC.

1 unchanged sentence

(in thousands, except share and per share data)

improvements are amortized using the straight-line method over the shorter of the remaining terms of the respective leases or the estimated lives of the assets.

While the Company uses estimates and assumptions as part of the purchase price allocation process to estimate the fair value of assets acquired and liabilities assumed, estimates are inherently uncertain and subject to refinement.

Property and equipment

Leasehold improvements are amortized using the straight-line method over the shorter of the remaining terms of the respective leases or the estimated lives of the assets.

Depreciation begins at the time the asset is placed in service.

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No impairment losses were recorded for the year ended December 31, 2025.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of the purchase price of an acquired business over the amount assigned to the assets acquired and liabilities assumed.

The Company’s indefinite-lived intangible assets, which consist of in-process research and development (“IPR&D”), acquired in the GPCR USA acquisition were recorded at fair value on their acquisition date.

Goodwill is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be impaired.

An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

These qualitative factors include:

macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific events.

If the entity determines that this threshold is met, then the company may apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit.

The Company determines fair value through multiple valuation techniques and weights the results accordingly.

The Company is required to make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units.

The Company has elected to perform its annual goodwill impairment review on December 31 of each year.

Indefinite-lived intangibles are not amortized and their useful life is reassessed each reporting period.

Contingent consideration

Contingent consideration relates to the potential payment for an acquisition that is contingent upon the achievement by the acquired business of revenue targets.

The acquisition of GPCR USA included a contingent consideration arrangement that requires additional consideration to be paid by the Company to GPCR based on the License and Collaboration Agreement.

The Company recorded contingent consideration at fair value based on the consideration expected to be transferred.

For potential payments related to target achievements, the Company estimated the fair value based on the probability of achievement of such milestones.

The assumptions utilized in the calculation of the fair value include the probability assessments of the completion of specific milestones and annual net sales of GPC-100 products in the future and the volatility of these milestones, appropriately discounted considering the uncertainties associated with the obligation.

The contingent consideration was recorded as a long-term liability and is remeasured each reporting period, and subsequent changes in fair value are recognized within other income (expense) in the Company’s Statement of Operations .

The Company accounts for freestanding warrants within stockholder’s equity or as liabilities based on the characteristics and provisions of each instrument.

The Company evaluates outstanding warrants in accordance with ASC 480, Distinguishing Liabilities from Equity , and ASC 815, Derivatives and Hedging .

If none of the criteria in the evaluation in these standards are met, the warrants are classified as a component of stockholders’ equity and initially recorded at their grant date fair value without subsequent remeasurement.

If none of the criteria in the evaluation in these standards are met, the warrants are classified as a component of stockholders’ equity and

EXICURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

initially recorded at their grant date fair value without subsequent remeasurement.

Warrants that meet the criteria are classified as liabilities and remeasured to their fair value, estimated using the Black-Scholes option-pricing model, at the end of each reporting period with changes in the fair value of the liability recorded in other income (expense), net in the consolidated statements of operations.

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If a contract has more than one performance obligation, we allocate the transaction price to each performance obligation based on standalone selling price, which depicts the amount of consideration we expect to be entitled in exchange for satisfying each performance obligation.

The Company recognizes revenue when it was satisfied or fulfilled it’s obligation to the customer.

The Company recognizes revenue when it was satisfied or fulfilled its obligation to the customer.

Equity-based compensation

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Operating lease assets and liabilities are recognized on the balance sheet at the commencement date of the lease based upon the present value of lease payments over the lease term.

When determining the lease term, the Company includes options to extend or to terminate the lease when it is

EXICURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

reasonably certain that the Company will exercise that option.

When determining the lease term, the Company includes options to extend or to terminate the lease when it is reasonably certain that the Company will exercise that option.

The Company uses the implicit interest rate when readily determinable and uses the Company’s incremental borrowing rate when the implicit rate is not readily determinable based upon the information available at the commencement date in determining the present value of the lease payments.

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Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

Short-term leases, defined as leases that have a lease term of twelve months or less at the commencement date, are excluded from this treatment and are recognized on a straight-line basis over the term of the lease.

Short-term leases, defined as leases that have a lease term of twelve months or less at the commencement date, are

EXICURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

excluded from this treatment and are recognized on a straight-line basis over the term of the lease.

Costs for variable lease payments that are not included in the lease liability are recognized as expense as incurred.

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At December 31, 2025 and 2024, the Company established a full valuation allowance against its deferred tax assets to an amount that is more likely than not to be realized.

EXICURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Recent Accounting Pronouncements Adopted

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See Note 8 – Segment Reporting for further information.

Income Tax Disclosures

In December 2023, the FASB issued Accounting Standards Update No.

2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which amends ASC 740, Income Taxes, to enhance the transparency and decision-usefulness of income tax disclosures.

The amendments require, among other things, a more disaggregated effective tax rate reconciliation using specified categories and additional disclosures regarding income taxes paid, disaggregated by jurisdiction.

The Company adopted ASU 2023-09 on a prospective basis effective January 1, 2025 and included the impact from this guidance in its disclosures included in the Notes to the Consolidated Financial Statements.

Prior-period disclosures have not been restated to conform to the current-period presentation.

See Note 10 – Income Taxes for further information.

EXICURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Accounting Pronouncements Not Yet Adopted

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The Company plans to adopt the standard when it becomes effective in our fiscal year 2026 annual financial statements, and the Company is currently evaluating the impact this guidance will have on the disclosures included in the Notes to the Consolidated Financial Statements.

Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

2023-09 aims to enhance the transparency and decision usefulness of income tax disclosures.

2023-09 modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state, and foreign).

Update 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.

2023-09 is effective for fiscal years beginning after December 15, 2024.

The Company has not yet adopted this standard for our fiscal year 2024 annual financial statements and is currently evaluating the impact this guidance will have on the disclosures included in the Notes to the Consolidated Financial Statements.

See Note 10 – Income Taxes for further information.

Codification Improvements

In December 2025, the FASB issued ASU 2025‑12, “Codification Improvements”, which includes various clarifications, technical corrections, and enhancements to several areas of the FASB Accounting Standards Codification.

The amendments are intended to improve the consistency, usability, and application of existing guidance and do not introduce new accounting models.

Key areas addressed by the ASU include clarifications related to diluted earnings per share, lease receivables for sales‑type and direct financing leases, and the calculation of reference amounts for certain beneficial interests.

Codification Improvements—Financial Instruments

In December 2025, the FASB issued ASU 2025‑11, “Codification Improvements-Financial Instruments”.

The amendments provide targeted clarifications and technical corrections to existing guidance related to financial instruments, including improvements to the recognition, measurement, and disclosure requirements for certain debt and equity instruments.

The amendments do not create new accounting models;

rather, they are intended to enhance the consistency and operability of the current guidance.

Business Acquisition

On January 19, 2025, the Company acquired 100 % of GPCR USA pursuant to the Share Purchase Agreement (the “Acquisition”).

This Acquisition was accounted for under the acquisition method of accounting under Accounting Standards Codification (“ASC”) 805.

Under the acquisition method, the total purchase price of the acquisition is allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed based on the fair values as of the date of the acquisition.

Consideration transferred is the sum of the acquisition date fair values of the assets transferred, the liabilities incurred by the acquirer to the former owners of the acquiree, and the equity interests issued by the acquirer to the former owners of the acquiree.

The Company issued $ 500 of its equity to GPCR per the License and Collaboration Agreement during the third quarter.

The acquisition of GPCR USA is reflected in the Statement of Cash Flows net of the $ 45 in cash acquired.

The total purchase price consideration consisted of the following:

EXICURE, INC.

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(in thousands, except share and per share data)

Cash per Share Purchase Agreement $ 1,635

Cash per License and Collaboration Agreement 500

Equity Consideration per License and Collaboration Agreement 500

Fair Value of Contingent Consideration 5,246

Total purchase price consideration $ 7,881

The Company recorded the assets acquired and liabilities assumed as of the date of the Acquisition based on the information available at that date.

During the measurement period, the Company recorded a $ 1,058 increase to goodwill related to adjustments in the tax treatment of the acquisition.

The acquisition-date fair values of the purchase consideration have been confirmed, the amounts do not require further measurement period adjustments and are now considered final.

The following table presents the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed as of the Acquisition date:

Assets acquired:

Cash and cash equivalents $ 45

Prepaid expenses and other current assets 1,013

Other noncurrent asset 198

Property and equipment 626

Right-of-use asset 285

Intangible assets 3,784

Goodwill 4,399

Total assets acquired 10,350

Liabilities assumed:

Accounts payable 606

Accrued expenses and other current liabilities 92

Operating lease liabilities, current and noncurrent 712

Total liabilities acquired 1,410

Net assets acquired $ 8,940

The following unaudited pro forma financial information summaries the results of operations for the years ended December 31, 2025 and 2024, as if the GPCR USA acquisition had been completed as of January 1, 2024.

The pro forma results were calculated applying the Company’s accounting policies.

The unaudited pro forma information does not purport to be indication of the results that would have been obtained if the acquisition had actually occurred at the beginning of the year prior to the acquisition, nor of the result that may be reported in the future.

For the Years Ended

Revenues $ — $ 500

Net Loss $ ( 4,942 ) $ ( 13,018 )

Net Loss per share $ ( 0.78 ) $ ( 6.37 )

EXICURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Supplemental Balance Sheet Information

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Prepaid insurance $ 438 $ 444

Prepaid franchise tax — 259

Lease costs — 37

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Other noncurrent assets

Restricted cash $ — $ 1,200

Prepaid insurance, noncurrent $ 928 $ 1,357

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Scientific equipment $ 405 $ 246

Leasehold improvements 39 —

Computers and software 5 3

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Depreciation and amortization expense was $ 242 and $ 28 , for the years ended December 31, 2025 and 2024, respectively.

During the year ended December 31, 2023, the Company sold scientific equipment with a net book value of $ 1,834 and recognized a loss of $ 920 in the accompanying statement of operations for the year ended December 31, 2023.

During the year ended December 31, 2025, the Company recognized a loss of $ 90 from the sale of fixed assets.

This loss is reflected in the accompanying statement of operations.

There were no sales in 2024.

EXICURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Accrued expenses and other current liabilities

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Accrued expenses and other current liabilities $ 2,198 $ 2,040

Investment in Convertible Notes Receivable

In May 2023, the Company entered into two subscription agreements to purchase non-guaranteed private placement convertible notes receivable (the “Notes Receivable”) for a subscription amount of $ 1 million each.

The Notes Receivable mature in May 2026 and the yield to maturity is 4.5 % per annum.

The Company has the option to request that the issuer redeem part or the entire principal amount of the Notes Receivable on the first anniversary after the issue date and every three months thereafter before the maturity date.

The conversion ratio will be one hundred percent ( 100 %) of the Notes Receivable’s face value.

The Company also has the ability to convert the debt into shares based on the number of shares computed by dividing the face value of each security by a calculated conversion price, which is subject to adjustment provisions, determined at the time of issuance.

The securities may be converted from May 3, 2024, the first anniversary of the issue date of the first agreement, to April 15, 2026, one month prior to the maturity date to the second agreement.

In March 2024, the Company notified the issuer of the Notes Receivable that it was exercising its redemption right with respect to the entire principal amount of the 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).

The issuer has taken the position that the Notes Receivable are not redeemable until August 3, 2024 and August 16, 2024.

The Company’s debt securities are classified as AFS pursuant to ASC 320 - Investments - Debt Securities.

AFS securities are recorded at fair value.

During the year ended December 31, 2023, management did not believe these AFS investments are recoverable and booked a change in fair value to record them at a fair value of $ 0 and believes their fair value is still $ 0 as of December 31, 2024.

The Company’s lease arrangements at December 31, 2024 consist of (i) a lease for office space at its headquarters in Chicago, Illinois that commenced in July 2020 (the “Chicago Lease”) and (ii) leases for office equipment (the “Office Equipment Leases”).

The Chicago Lease and the Office Equipment Leases are classified as operating leases.

See the subsequent event footnote for information on the early termination of the Chicago lease that terminated in February 2025.

EXICURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Vendor Concentration

As of December 31, 2025, accounts payable to two vendors accounted for 47 % and 39 %, respectively, of the accounts payable.

The Company relies on one vendor to perform critical research and development services, and the other vendor is the landlord, this is noted in Note 5, Leases.

There was no vendor concentration for the year ended December 31, 2024.

Redwood City Lease

The Company’s lease arrangements at December 31, 2025 consist of a sublease for office space at its headquarters in Redwood City, California that commenced in July 2022 (the “Redwood Sublease”).

The Redwood Sublease is classified as an operating lease.

GPCR USA is subleasing approximately 8,392 square feet of office space in Redwood City, California for its operations that began on July 15, 2022.

This 45 -month sublease is an operating lease agreement that ends on April 14, 2026.

The monthly base rent during the remaining term is approximately $ 50 for the first six months after the acquisition.

Base rent thereafter is subject to an increase of 3 % over the remaining nine months.

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 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.

Because the rate implicit in this lease was not readily determinable, the Company used a third party to calculate its incremental borrowing rate of 6.3 % on the commencement date to determine the fair value of the lease payments over the remaining term.

The incremental borrowing rate represents an estimate of the interest rate the Company would incur at commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease.

The Company recognized the right of use (“ROU”) asset at its fair value of $ 285 and a related lease liability of $ 712 on the date of the Acquisition.

On May 22, 2025, KC Creation executed a lease agreement with YOOSOO Co., Ltd, a related party of Exicure HiTron Inc.

This is a 24 month lease for a space in Gangnam-gu, Korea.

This lease required a security deposit, that will be refunded at the end of the lease, and has no lease payments or obligations.

The security deposit is excluded from lease payments.

The difference between the nominal amount and the present value of the security deposit is treated as an ROU asset.

This ROU asset is amortized evenly over the 24 month lease term, with a corresponding entry to rent expense.

This Jeonse type lease is common in Korea and only requires a monthly maintenance fee that is less than $ 1 per month.

This lease was terminated prior to the sale of this subsidiary.

Chicago Lease

The Company has approximately thirty thousand square feet of office space in Chicago, Illinois (the “Chicago Lease”).

The original term (the “Original Term”) of the Chicago Lease is 10 years, commencing on July 1, 2020 (the “Commencement Date”), which is the date the premises were ready for occupancy under the terms of the Chicago Lease.

The Company has options to extend the term of the Chicago Lease for two additional successive periods of five years each (the “Extension Periods”) at the then prevailing effective market rental rate.

The initial annual base rent during the Original Term is approximately $ 1,113 for the first 12-month period of the Original Term, payable in monthly installments beginning on the Commencement Date.

Base rent thereafter is subject to annual increases of 3 %, for an aggregate amount of $ 12,761 over the Original Term.

The Company must also pay its proportionate share of certain operating expenses and taxes for each calendar year during the term.

On February 13, 2025, the Company executed a Lease Termination Agreement with its landlord related to the Chicago, Illinois lease effective as of January 31, 2025 (the “Chicago Lease”).

As a result of this early termination for the Chicago Lease that commenced on July 1, 2020 and would have ended on June 30, 2030, the Company vacated the Chicago office and stopped paying any further amounts owed to its landlord.

There were no additional

EXICURE, INC.

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(in thousands, except share and per share data)

During the first 12-month period of the Original Term, the base rent and the Company's proportionate share of operating expenses and taxes are subject to certain abatements.

Upon execution of the Chicago Lease, the Company paid to the landlord the first installment of base rent and the estimated monthly amount of its pro rata share of taxes and its pro rata share of operating expenses in the aggregate amount of $ 87 which amount had been adjusted for the abatement as set forth in the lease agreement.

The Company also paid the landlord a net amount of $ 697 toward tenant improvements.

As part of the agreement for the Chicago Lease, the Company is required to maintain a standby letter of credit during the term of the lease, which had a balance of $ 109 at December 31, 2024, and was secured by a restricted certificate of deposit account and presented within current assets on the Company’s consolidated balance sheet at December 31, 2024.

The Company recognized a right of use asset of $ 8,931 and a lease liability of $ 8,147 on the Commencement Date.

Because the rate implicit in the Chicago Lease is not readily determinable, the Company used its incremental borrowing rate of 8.3 % on the Commencement Date to determine the present value of the lease payments over the Original Term.

The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease.

The weighted-average discount rate related to the Company’s operating lease asset and related operating lease liabilities was 8.3 %.

See Footnote 17 - Subsequent Events for details on the early termination of the Chicago Lease.

fees or costs related to the early termination.

The Company recognized a $ 6,000 gain in the first quarter of 2025 related to this early termination.

Vehicle Lease

On May 27, 2025, KC Creation executed a finance lease agreement over 27 months for a vehicle used in its business operations.

This lease has a purchase option that is reasonably certain to be exercised at the end of the lease.

Therefore, this lease is classified as a finance lease in accordance with ASC 842, resulting in recognition of a right-of-use asset and a corresponding lease liability.

This lease was terminated prior to the sale of this subsidiary.

The following table summarizes lease costs in the Company’s consolidated statement of operations:

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The Company made cash payments for operating leases of $ 109 and $ 1,217 during the years ended December 31, 2025 and 2024, respectively.

On June 11, 2024, the Company received a formal notice from its landlord indicating the landlord will draw on the restricted cash account designated for the lease as a result of past due rent for December 2023 through June 2024.

The landlord continued to make monthly withdrawals from the restricted cash account and the Company is current on its rent payments.

These draws are within the terms and conditions of the lease and the related restricted cash account.

EXICURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Maturities of the Company’s lease liability as of December 31, 2024 were as follows:

Years Ending December 31, Operating Leases

Thereafter 726

Total $ 7,374

imputed interest ( 1,439 )

Total lease liability $ 5,935

Current operating lease liability $ 722

Noncurrent operating lease liability 5,213

Total lease liability $ 5,935

Sublease of Office Space

The Company made cash payments for operating leases of $ 0 during the twelve months ended December 31, 2025 for the Redwood Sublease.

Amounts owed related to the Redwood Sublease are included in accounts payable as of December 31, 2025.

Sublease of Chicago Office Space

The Company entered into a sublease agreement with Cyclopure, Inc.

(the “Subtenant”) to sublease approximately 57 % of its office space pursuant to that certain sublease agreement (the “Sublease Agreement”), dated as of May 4, 2023.

The term of the Sublease Agreement began on May 15, 2023 and ends on June 30, 2030, the expiration date of the Chicago Lease.

The first three months under the Sublease Agreement are rent free.

Beginning August 15, 2023, the Company began charging the Subtenant for 57 % of the base rent under the Chicago Lease, and the subtenant is responsible for its pro rata share of operating expenses and taxes payable.

In 2024, the Company did not receive payments from the Subtenant as the Subtenant paid $ 584 directly to the Company’s landlord.

In 2023, the Subtenant paid the Company $ 550 .

On October 21, 2024, the Subtenant provided notice that it is exercising its right to termination under the Sublease, effective as of November 30, 2024.

However, the Company sent a formal notice disputing the subtenant’s right to terminate the Sublease as the provisions for termination were not met and has $ 121 in other receivables related to the Subtenant’s past due rent.

(the “Subtenant”) to sublease approximately 57 % of the premises related to the Chicago Lease pursuant to that certain sublease agreement dated as of May 4, 2023 (the “Sublease Agreement”).

The term of this Sublease Agreement began on May 15, 2023 and would have ended on June 30, 2030, the expiration date of the Chicago Lease.

The first three months under the Sublease Agreement were rent free.

Beginning August 15, 2023, the Company began charging the Subtenant for 57 % of the base rent under the Chicago Lease, and the subtenant was responsible for its pro rata share of operating expenses and taxes payable.

In 2024, the Company did not receive any payment from the Subtenant as the Subtenant paid the Company’s landlord directly.

The Company received sublease receipts of $ 524 during the nine months ended September 30, 2024 that was recorded in the Company’s condensed consolidated statement of operations.

On April 8, 2025, the Company and the Subtenant entered into a Sublease Termination Agreement in which the parties agreed to terminate the Sublease Agreement effective as of November 30, 2024 and release each other from any liabilities, obligations or responsibilities arising under or in connection with the Sublease Agreement or the subleased premises upon the Subtenant’s payment of $ 121 , which was received on April 14, 2025.

On May 3, 2024, the Company executed a promissory note (“Note”) and subsequently received a loan in the amount of $ 300 from an individual investor.

All principal and accrued interest were due and payable on the earlier of (i) May 3, 2025 or (ii) upon an event of default, at such time, such amounts declared by the investor would become due and payable by Company.

Interest accrued on this Note at 6.0 % and was payable at maturity.

On June 3, 2024, the Company executed another promissory note (“DGP Note”) and subsequently received a loan in the amount of $ 700 from DGP, a related party.

All principal and accrued interest were due and payable on the earlier of (i) March 25, 2025 or (ii) upon an event of default, at such time, such amounts declared by the investor would become due and payable by Company.

Interest accrued on this DGP Note at 6.0 % and was payable at maturity.

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

On June 3, 2024, the Company executed another promissory note (“DGP Note”) and subsequently received a loan in the amount of $ 700 from DGP Co., Ltd.

(“DGP”), a related party at the time of issuance.

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

The Company exchanged in full satisfaction of the principal and accrued interest obligations on the Note into 101,991 of its common stock shares.

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Common Stock Purchase Agreements

In an agreement dated November 6, 2024 and executed on November 12, 2024, the Company entered into a common stock purchase agreement (the “Initial Common Stock Purchase Agreement”) with HiTron Systems Inc.

(“HiTron”), pursuant to which the Company agreed to issue and sell to HiTron 433,333 shares (the “Initial Shares”) of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”), at a purchase price of $ 3.00 per share (the “Initial Purchase”).

2 unchanged sentences

On December 9, 2024, the Company entered into a Common Stock Purchase Agreement with SangSangIn Investment & Securities Co., Ltd.

(“SangSang”), pursuant to which the Company agreed to issue and sell to SangSang 433,332 shares of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”), at a purchase price of $ 4.61 per share.

(“SangSang”), pursuant to which the Company agreed to issue and sell to SangSang 433,332 shares of the Company’s Common Stock at a purchase price of $ 4.61 per share.

On December 10, 2024, the Company entered into a common stock purchase agreement (the “MIRTO Purchase Agreement”) with MIRTO Co., LTD.

1 unchanged sentence

The transactions under the MIRTO Purchase Agreement closed on December 24, 2024.

Registration Rights Agreements

In connection with the HiTron Common Stock Purchase Agreements and SangSang Common Stock Purchase Agreement, the Company entered into registration rights agreements (the “Registration Rights Agreements”) with HiTron and SangSang, pursuant to which the Company agreed to register the resale of the Shares.

On February 14, 2025, the Company entered into a Common Stock Purchase Agreement with Shin Chang Partners and RMS0718 Co., Ltd., pursuant to which the Company agreed to issue and sell to each of the purchasers 145,454 shares of Common Stock, at a purchase price of $ 5.50 per share.

The Company received aggregate gross process of approximately $ 1.6 million.

EXICURE, INC.

1 unchanged sentence

(in thousands, except share and per share data)

Registration Rights Agreements, the Company has agreed to file registration statements covering the resale of the Shares no later than the sixth ( 60 th ) day following the applicable closing (the “Filing Deadline”).

Registration Rights Agreements

In connection with the Common Stock Purchase Agreements with HiTron, SangSang, MIRTO, Shin Chang Partners, and RMS0718 Co., Ltd.

(the “Purchasers”), the Company entered into registration rights agreements (the “Registration Rights Agreements”) with each of the Purchasers, pursuant to which the Company agreed to register the resale of the shares of Common Stock purchased by these purchasers.

Under the Registration Rights Agreements, the Company has agreed to file registration statements covering the resale of the shares no later than the sixth ( 60 th ) day following the applicable closing (the “Filing Deadline”).

The Company has agreed to use reasonable best efforts to cause such registration statement to become effective as promptly as practicable after the filing thereof but in any event on or prior to the Effectiveness Deadline (as defined in these Registration Rights Agreements), and to keep such registration statement continuously effective until the earlier of (i) the date the shares covered by such registration statement have been sold or may be resold pursuant to Rule 144 without restriction, or (ii) the date that is two (2) years following the applicable closing date.

The Company has also agreed, among other things, to pay all reasonable fees and expenses (excluding any underwriters’ discounts and commissions and all fees and expenses of legal counsel, accountants and other advisors for HiTron or SangSang except as specifically provided in these Registration Rights Agreements) incident to the performance of or compliance with these Registration Rights Agreements by the Company.

In the event a registration statement has not been filed within 90 days following the closing date, subject to certain limited exceptions, then the Company has agreed to make pro rata payments to HiTron as liquidated damages in an amount equal to 0.5 % of the aggregate amount invested by HiTron in the Shares per 30-day period or pro rata for any portion thereof for each such month during which such event continues, subject to certain caps set forth in the Registration Rights Agreements.

The Filing Deadline has passed for both of these agreements, however, the Company is making its best efforts to file such registration statements as soon as reasonably possible.

September 2022 PIPE

Securities Purchase Agreement

On September 26, 2022, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with CBI USA, pursuant to which the Company agreed to issue and sell to CBI USA in a private placement an aggregate of 680,000 shares of Common Stock, at a purchase price of $ 8.00 per share.

The private placement closed on February 24, 2023 (the “Closing Date”).

The Company received gross proceeds of $ 5,440 from the September 2022 PIPE (or net proceeds of $ 4,597 after transaction expenses).

CBI USA funded the acquisition pursuant to the Securities Purchase Agreement through a loan from its affiliate, DGP Co., Ltd.

On June 23, 2023, DGP exercised its the option pursuant to the loan and acquired the 680,000 shares of Common Stock initially acquired by CBI USA pursuant to the Securities Purchase Agreement.

DGP subsequently agreed to sell its shares to a third party, with the closing of 10 % ( 68,000 shares) occurring in February 2024, and sold 424,611 to another third party on February 24, 2025.

CBI USA and DGP, collectively, beneficially own 9 % of the outstanding shares of Common Stock based on information available to the Company.

September 2022 Registration Rights Agreement

In connection with the Securities Purchase Agreement, the Company entered into a registration rights agreement with CBI USA (the “Registration Rights Agreement’).

CBI USA assigned its rights under the Registration Rights Agreement to DGP when DGP acquired the 680,000 shares of Common Stock initially sold to CBI USA.

Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement covering the resale of the shares of Common Stock sold pursuant to the Securities Purchase Agreement, to use reasonable best efforts to cause such registration statement to become effective as promptly as practicable, and to keep such registration statement continuously effective until the earlier of (i) the date the shares covered by such registration statement have been sold or may be resold pursuant to Rule 144 without restriction, or (ii) the date that is two (2) years following the Closing Date.

In the event the registration statement was not filed within 90 days following the Closing Date, subject to certain limited exceptions, the Company agreed to make payments as liquidated damages in an amount equal to 0.5 % of the aggregate amount invested in the shares of Common Stock pursuant to the Securities Purchase Agreement per 30-day period or pro rata for any portion thereof for each such month during which such event

The Company has also agreed, among other things, to pay all reasonable fees and expenses (excluding any underwriters’ discounts and commissions and all fees and expenses of legal counsel, accountants and other advisors for the Purchasers except as specifically provided in these Registration Rights Agreements) incident to the performance of or compliance with these Registration Rights Agreements by the Company.

In the event a registration statement has not been filed within 90 days following the closing date, subject to certain limited exceptions, then the Company has agreed to make pro rata payments to the Purchasers as liquidated damages in an amount equal to 0.5 % of the aggregate amount invested by the respective purchasers in the shares per 30-day period or pro rata for any portion thereof for each such month during which such event continues, subject to certain caps set forth in the Registration Rights Agreements.

The Company did not file a registration statements by any of the Filing Deadlines.

On July 11, 2025, the Company filed a registration statement on Form S-1 with the SEC to register the resale by the selling stockholders of up to 5,164,595 shares of common stock of the Company, which was declared effective by the SEC on July 22, 2025.

Since the Company did not file a registration statement for any of the Purchases by the Filing Deadline, the Company accrued $ 396 pursuant to Registration Rights Agreements for HiTron, Shin Chang Partners, and RMS0718 Co., Ltd.

During 2025, the Company paid $ 88 to SangSang and MIRTO pursuant to their Registration Rights Agreements.

The Company paid $ 27 to CBI USA and accrued $ 191 to DGP pursuant to their Registration Rights Agreements for the year ended December 31, 2024.

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 and was recorded in other income in the Statement of Operations.

Common Stock Warrants

As of December 31, 2025 and December 31, 2024, warrants to purchase 10,022 shares of common stock at a price of $ 40.52 per share that were acquired in the December 2021 registered-direct offering transaction remain outstanding.

EXICURE, INC.

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(in thousands, except share and per share data)

continues, subject to certain caps set forth in the Registration Rights Agreement.

The Company paid $ 27 to CBI USA and accrued $ 191 to DGP pursuant to this provision.

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.

On February 24, 2025, DGP sold 424,611 of their shares to an unaffiliated company.

Common Stock Warrants

Warrants to purchase 115,253 shares of common stock at a price of $ 40.5155 per share that were acquired in the December 2021 registered-direct offering transaction remained outstanding.

The warrants are classified as equity.

As a result of the closing of the September 2022 PIPE, a warrant holder elected to exercise their option within 30 days of the closing of the September 2022 PIPE (February 24, 2023) to receive a cash payout for the outstanding warrants in the amount of the Black-Scholes value of each warrant as prescribed in the warrant agreement.

The Company paid $ 800 to this warrant holder on June 23, 2023 and 105,231 warrants were settled as a result.

As of December 31, 2024, warrants to purchase 10,022 shares of common stock at a price of $ 40.5155 per share that were acquired in the December 2021 registered-direct offering transaction remain outstanding.

Equity-Based Compensation

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The term of common stock option grants is 10 years unless terminated earlier as described above.

EXICURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Equity-based compensation expense for the years ended December 31, 2025 and 2024 is included in the financial statements and is immaterial.

Employee Stock Purchase Plan

10 unchanged sentences

On January 1, 2026, the number of shares of common stock available for issuance under the ESPP increased by 10,000 shares.

Equity-based compensation expense is classified in the statements of operations as follows:

Year Ended December 31,

Research and development expense $ — $ 154

General and administrative expense 22 1,194

Unamortized equity-based compensation expense at December 31, 2024 was $ 10 , which is expected to be amortized over a weighted-average period of 0.9 years.

The Company utilizes the Black-Scholes option-pricing model to determine the fair value of common stock option grants.

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable.

The model also requires the input of highly subjective assumptions.

In addition to an assumption on the expected term of the option grants as discussed below, application of the Black-Scholes model requires additional inputs for which we have assumed the values described in the table below:

Expected term 5.8 to 5.8 years

Risk-free interest rate 3.83 % to 3.83 %;

weighted avg.

Expected volatility 100.9 % to 100.9 %;

weighted avg.

Forfeiture rate 5 %

Expected dividend yield — %

EXICURE, INC.

1 unchanged sentence

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The expected term is based upon the “simplified method” as described in Staff Accounting Bulletin Topic 14.D.2.

Currently, the Company does not have sufficient experience to provide a reasonable estimate of an expected term of its common stock options.

The Company will continue to use the “simplified method” until there is sufficient experience to provide a more reasonable estimate in conformance with ASC 718-10-30-25 through 30-26.

The risk-free interest rate assumptions were based on the U.S.

Treasury bond rate appropriate for the expected term in effect at the time of grant.

For stock options granted after December 31, 2021, the expected volatility is based on the volatility of shares of the Company.

For stock options granted prior to January 1, 2022, the expected volatility is based on calculated enterprise value volatilities for publicly traded companies in the same industry and general stage of development.

The estimated forfeiture rates were based on historical experience for similar classes of employees.

The dividend yield was based on expected dividends at the time of grant.

The fair value of the underlying common stock and the exercise price for the common stock options granted during the year ended December 31, 2023 is summarized in the table below.

No options were granted during 2024.

Common Stock Options Granted During Period Ended:

Fair Value of Underlying Common Stock Exercise Price of Common Stock Option

Year ended December 31, 2023 $ 1.58 ;

weighted avg.

The weighted-average grant date fair value of common stock options granted in the years ended December 31, 2023 was $ 6.30 per common stock option, respectively.

A summary of common stock option activity as of the periods indicated is as follows:

Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (thousands)

Outstanding - December 31, 2022 44,567 $ 23.70 7.5 $ —

Granted 2,000 7.90

Forfeited ( 44,140 ) 27.00

Outstanding - December 31, 2023 2,427 $ 21.40 5.4 $ —

Forfeited ( 84 ) 27.55

Outstanding - December 31, 2024 2,343 $ 27.55 4.4 $ —

Exercisable - December 31, 2024 2,343 $ 27.55 4.4 $ —

Vested and Expected to Vest -

December 31, 2024 2,343 $ 27.55 4.4 $ —

EXICURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

A summary of restricted stock unit activity of the periods indicated is as follows:

Restricted Stock Units Weighted-Average Grant Date Fair Value

Unvested balance - December 31, 2022 4,177 $ 63.25

Granted 59,198 5.10

Vested ( 61,805 ) 9.55

Forfeited ( 961 ) 72.90

Unvested balance - December 31, 2023 609 $ 52.05

Vested ( 237 ) 92.94

Forfeited ( 84 ) 17.25

Unvested balance - December 31, 2024 288 $ 47.93

The grant date fair value of restricted stock units is based on the Company’s closing stock price at the date of grant.

At vesting, each outstanding restricted stock unit will be exchanged for one share of the Company’s common stock.

The restricted stock units granted in the past generally vest evenly on a quarterly basis over a period of 4 years in exchange for continued service provided by the restricted stock unit recipient during that vesting period.

A summary of performance-based restricted stock unit activity of the periods indicated is as follows:

Restricted Stock Units Weighted-Average Grant Date Fair Value

Unvested balance - December 31, 2022 97,643 $ 3.45

Settled ( 97,643 ) 1.91

Unvested balance - December 31, 2023 — $ —

Unvested balance - December 31, 2024 — $ —

The grant date fair value of performance-based restricted stock units is based on the Company’s closing stock price at the date of grant.

At vesting, each outstanding restricted stock unit will be exchanged for one share of the Company’s common stock.

Certain performance metrics must be met by the performance measurement date in 2023 in order for the performance-based restricted stock units granted during 2022 to vest as follows:

one-third on May 16, 2023, one-third on May 16, 2024, and one-third on May 16, 2025, in exchange for continued service provided by the performance-based restricted stock unit recipient during that vesting period.

Repricing of Outstanding and Unexercised Options

On March 24, 2022, the Board unanimously approved the repricing of all outstanding and unexercised stock options granted under the 2015 Plan and 2017 Plan (the “Plans”) and held by current employees, executive officers, and directors of the Company (the “Eligible Stock Options”).

Effective April 1, 2022, the exercise price of the eligible stock options was reduced to $ 5.51 , the closing price of its common stock on April 1, 2022.

Except for the modification to the exercise price of the Eligible Stock Options, all other terms and conditions of each of the Eligible Stock Options will remain in full force and effect.

Pursuant to the Plans, the Board, as the administrator of the Plans, has discretionary authority, exercisable on such terms and conditions that it deems appropriate under the circumstances, to reduce the exercise price in effect for outstanding options under the Plans.

In approving the repricing, the Board considered the impact of the current exercise prices of outstanding stock options on the incentives provided to employees and directors, the lack of retention value provided by the outstanding stock options to employees and directors, and the impact of such options on the capital structure of the Company.

As of March 24, 2022, there were 46,645 stock options outstanding under

EXICURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

the Plans, and all of the Company’s outstanding stock options had exercise prices in excess of the current fair market value of the Company’s common stock as of March 24, 2022, which is why the Board made the determination to deem all outstanding and unexercised stock options held by current employees, executive officers, and directors as Eligible Stock Options.

Segment Reporting

The Company manages our business activities on a consolidated basis and operate as a single operating segment:

The Company manages its business activities on a consolidated basis and operates as a single operating segment :

Biotechnology.

Our revenue this year was solely from one patent license agreement with a private clinical stage biopharmaceutical company.

Under the terms of the agreement, this biopharmaceutical company will receive an exclusive license in the field of hepatitis to all of the Company’s relevant patents for $ 500 , see Note 16 for further details.

The accounting policies of the Biotechnology segment are the same as those described in Note 2 – Summary of Significant Accounting Policies.

Our CODM is our President and Chief Executive Officer, Andy Yoo.

The CODM uses net loss, as reported on our Consolidated Statements of Comprehensive Income, in evaluating performance of the Biotechnology segment and determining how to allocate resources of the Company as a whole.

The Company’s chief operating decision maker (“CODM”) was Andy Yoo, its Director, President and Chief Executive Officer from December 2024 to February 2026.

The CODM uses net loss, as reported on the Company’s Consolidated Statements of Comprehensive Income, in evaluating performance of the Biotechnology segment and determining how to allocate resources of the Company as a whole.

The CODM does not review assets in evaluating the results of the Biotechnology segment, and therefore, such information is not presented.

7 unchanged sentences

Loss from sale of property and equipment 90 —

Gain on early lease termination ( 5,974 ) —

Total operating expenses 4,233 12,732

1 unchanged sentence

Interest expense ( 1 ) ( 18 )

Other income (expense) 2,544 ( 2 )

Other income (expense), net 71 2,544

Change in fair value of contingent liability ( 1,553 ) —

Total other income (expense) ( 1,347 ) 2,539

1 unchanged sentence

Pre-tax loss before income taxes was $ 5,580 and $ 9,693 for the years ended December 31, 2025 and 2024, respectively, which consists entirely of losses in the U.S.

and resulted in $ 8 and $ 0 provision for income tax expense during the years then ended, respectively.

Components for the provision for income taxes consist of the following:

and resulted in $ 634 provision for income tax benefit for the year ended December 31, 2025 and $ 8 provision for income tax expense for the year ended December 31, 2024.

EXICURE, INC.

1 unchanged sentence

(in thousands, except share and per share data)

Components for the provision for income taxes consist of the following:

Federal $ — $ —

1 unchanged sentence

Total current tax expense $ 2 $ 8

Provision for income tax expense $ 8 $ —

The differences between income taxes computed using the U.S.

federal income tax rate and the provision for income taxes are as follows:

Federal $ ( 568 ) $ —

State and local ( 68 ) —

Total deferred tax benefit $ ( 636 ) $ —

(Benefit)/Provision for income tax expense $ ( 634 ) $ 8

We adopted ASU 2023-09 on a prospective basis beginning with the year ended December 31, 2025.

The following table presents the required disclosure pursuant to ASU 2023-09 and reconciles the U.S.

federal income tax expense and rate to our actual global effective income tax expense and rate for the year ended December 31, 2025:

December 31, 2025

Federal income tax expense at statutory rate $ ( 1,172 ) 21.0 %

State income tax expense at statutory rate (1)

Change in valuation allowance 378 ( 6.8 )

Nontaxable or nondeductible items:

FMV remeasurement adjustment 326 ( 5.8 )

Other 10 ( 0.2 )

Reduction of worthless attributes ( 25 ) 0.5

$ ( 634 ) 11.4 %

(1) State and local income taxes in California made up more than 50% of the tax effect in this.

EXICURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

The following table presents the required disclosures prior to our adoption of ASU 2023-09 and reconciles the U.S.

federal statutory income tax rate of 21 % to our actual global effective income tax rate for the years ended December 31, 2024:

December 31, 2024

Federal income tax expense at statutory rate $ ( 2,035 ) 21.0 %

State income tax expense at statutory rate ( 672 ) 6.9

Permanent differences 14 ( 0.1 )

1 unchanged sentence

Change in valuation allowance 2,670 ( 27.6 )

Other 6 — — —

Reduction of worthless attributes — —

$ 8 ( 0.1 ) %

The effective tax rate for the year ended December 31, 2024 is attributable to the fact that the Company is subject to state income taxes.

The effective income tax rate for the year ended December 31, 2024 was ( 0.1 )% because the Company generated tax losses and provided a full valuation allowance against its deferred tax assets to an amount that is more likely than not to be realized.

The following table presents cash paid for income taxes by jurisdiction for the year ended December 31, 2025:

federal statutory income tax rate

State and local 2

Total cash paid for U.S.

income taxes 2

Cash paid for federal income taxes

Total cash paid for foreign federal income taxes —

Cash paid for income taxes $ 2

EXICURE, INC.

4 unchanged sentences

Net operating losses $ 6,089 $ 3,957

Tax credits 382 —

Capitalized R&D expenses 1,202 556

7 unchanged sentences

Fixed assets and other ( 44 ) ( 7 )

Deferred Rent — ( 57 )

Right-of-use asset — ( 1,858 )

Intangibles ( 1,059 ) —

Total deferred tax liabilities ( 1,232 ) ( 132 )

Deferred taxes, net $ ( 423 ) $ —

We recognize deferred tax assets to the extent we believe these assets are more likely than not to be realized.

As of December 31, 2025, we maintained a $ 7,738 valuation allowance against the tax benefits of our U.S.

net deferred tax assets because we determined these assets are not more likely than not to be realized as of December 31, 2025.

In making this determination, we considered all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income (loss), tax planning strategies, and recent results of operations.

The following table summarizes the changes in the carrying amount of our deferred tax asset valuation allowance during the years ended December 31, 2025, and 2024:

Valuation allowance at beginning of year $ 6,920 $ 4,250

Charged (credited) to costs and expenses 460 2,670

Charged (credited) to other accounts 358 —

Valuation allowance at end of year $ 7,738 $ 6,920

The Company’s effective income tax rate for the year ended December 31, 2025 is 11.4 %.

The Company has recorded a full valuation allowance against its deferred tax assets.

The Company has recorded a valuation allowance against its definite lived deferred tax assets and indefinite lived deferred tax assets in excess of future sources of taxable income.

This determination is based on significant negative evidence, including:

1 unchanged sentence

The Company has been in a significant cumulative loss position since its inception in 2011.

EXICURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

• Projected realization of net operating loss carry forward amounts:

2 unchanged sentences

At December 31, 2025, the Company had $ 20,848 of state net operating loss carryforwards, which will begin to expire in 2043.

At December 31, 2024, the Company had a federal and a state net operating loss carryforward of $ 13,951 .

The Company experienced an “ownership change” within the meaning of Section 382(g) (“Section 382”) of the Internal Revenue Code of 1986, as amended, during the fourth quarter of 2025.

5 unchanged sentences

As the Company disposed of the majority of their operating business, they are subject to a zero limitation under Section 382 of the Internal Revenue Code which makes the net operating losses unusable.

Accordingly, the Company has not recorded federal and state net operating losses from prior to ownership change.

In December 2024, the Company had another

EXICURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

ownership change and a formal analysis was not performed as any further limitation would not have a material impact on the financial statements due to the valuation allowance.

Accordingly, the Company has not recorded both federal and state net operating losses from prior to ownership change.

At December 31, 2025 and 2024, the Company had no unrecognized tax benefits.

16 unchanged sentences

Loss per share - basic and diluted $ ( 0.79 ) $ ( 4.75 )

EXICURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

The outstanding securities presented below were excluded from the calculation of loss per common share, for the periods presented, because such securities would have been anti-dilutive due to the Company’s loss per share during that period:

1 unchanged sentence

Restricted stock units 65 288

Performance stock units — —

Warrants to purchase common stock 10,022 10,022

4 unchanged sentences

and Level 3 Inputs - unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

Liabilities measured at fair value on a recurring basis as of December 31, 2025 are as follows:

Total Level 1 Level 2 Level 3

Contingent consideration $ 6,799 $ — $ — $ 6,799

Total financial liabilities $ 6,799 $ — $ — $ 6,799

Assumptions utilized in the valuation of Level 3 liabilities are described as follows:

As of December 31, 2025

Milestone Probability Of Success Payment Date Discount Rate

1 100.0 % 1/16/2026 9.28 %

2 11.7 % 12/31/2026 9.28 %

3 10.8 % 6/30/2028 9.28 %

4 10.8 % 6/30/2028 9.28 %

5 10.8 % 12/31/2030 14.28 %

6 10.8 % 12/31/2031 14.28 %

7 10.8 % 12/31/2032 14.28 %

Note that $ 996 of the contingent consideration balance is current as the related milestone was completed shortly after the end of 2025.

The following table sets forth a summary of the changes in the fair value of Level 3 contingent consideration that are measured at fair value on a recurring basis:

EXICURE, INC.

1 unchanged sentence

(in thousands, except share and per share data)

Contingent consideration

Beginning balance, as of January 1, 2025 —

Contingent consideration assumed in the GPCR USA acquisition 5,246

Change in fair value of contingent consideration 1,553

Ending balance, as of December 31, 2025

Cash and cash equivalents were measured using level 1 inputs as of December 31, 2025 and 2024.

2 unchanged sentences

The carrying amount of the Company’s receivables and payables approximate their fair value due to their maturity.

Defined Contribution Plan

The Company maintains a defined contribution savings plan for the benefit of its employees.

Company contributions are determined under various formulas.

The expense recognized for this plan was $ 37 and $ 119 for the years ended December 31, 2024 and 2023, respectively.

The Company uses the market approach and Level 1 and Level 2 inputs to value its cash equivalents and Level 2 inputs to value its short-term investments.

The Company uses the market approach and Level 3 inputs to value its liabilities.

There were no liabilities measured at fair value on a recurring basis as of December 31, 2024.

Sale of Foreign Subsidiary

On November 24, 2025, the Company completed the sale of KC Creation, a wholly‑owned foreign subsidiary located in Korea, to East Ocean Development Co., Ltd.

for total consideration of $ 474 .

As a result of the transaction, the Company no longer has a controlling financial interest in the subsidiary, and therefore, deconsolidated the entity as of the disposal date.

The Company recognized a total loss on disposal of $ 98 , which is included in other expense in the Consolidated Statements of Operations.

The loss includes the write off of $ 129 of accounts receivable due from KC Creation that was included in the sale to the new buyer;

however, management believes that this amount will be uncollectable after the sale.

The transaction included the reclassification of $ 102 of cumulative translation adjustments previously recorded in Accumulated Other Comprehensive Income (“AOCI”) related to the subsidiary.

The disposal resulted in cash proceeds of $ 474 , which are presented within investing activities in the Consolidated Statements of Cash Flows.

The carrying amount of the subsidiary’s net assets derecognized upon disposal was $ 443 .

The Company has no continuing involvement with the disposed business.

Related-Party Transactions

On February 1, 2025, the Company and Paul Kang came to an understanding that they would execute an agreement by which Mr.

Kang would provide transitional consulting services to the Company for the next 12 months.

This Consulting Agreement between the Company and Alta Companies LTD (“Alta”) was executed on February 27, 2025.

The Company paid Alta $ 99 after execution the agreement and began paying him $ 12.5 per month in February 2025.

The agreement will remain in effect on an open‑ended basis until either party provides 30 days’ written notice of termination.

Kang is the President of Alta and was a director and officer of the Company through early 2025.

He was a director from February 2023 to March 2025, and he was the CEO of the Company from August 2023 to January 2025.

Also, refer to the Korea Lease in Note 5.

Also, refer to the Note and the DGP Note in Note 6.

Commitments and Contingencies

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.

The Company is subject to various claims and legal actions that arise in the ordinary course of business.

Management, after consultation with legal counsel, believes that the resolution of these matters will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

As of December 31, 2025, the Company has evaluated all known contingencies and commitments, and, in the opinion of management, no accrual for loss contingencies is required in the accompanying financial statements under ASC 450.

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 $ 700 in connection with the sublease of our facilities situated in Redwood City or in the alternative quit and deliver up possession of the premises.

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., 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 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 of approximately $ 1.1 million needed to bridge the $ 2.5 million retainer that the Company is liability for under its self-insured retention.

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 $ 1,100 needed to bridge the $ 2,500 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 $ 1,000 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 officers and directors for alleged breaches of fiduciary duties

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

EXICURE, INC.

1 unchanged sentence

(in thousands, except share and per share data)

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.

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.

Refer to Note 7, Leases , for a discussion of the commitments associated with the Company’s lease agreements.

Related-Party Transactions

Pursuant to a Consulting Agreement, effective as of September 25, 2022, between the Company and Alta Companies LTD (“Alta”), the Company paid Alta $ 218 on February 27, 2023 for a consulting fee earned as a result of the September 2022 PIPE closing.

Paul Kang, a director of the Company since February 2023 and former CEO of the Company, is the President of Alta.

There were no related party transactions with Alta in 2024.

Refer to the subsequent event in Footnote 17.

Also, refer to the Note and the DGP Note in Footnote 6.

License and Purchase Agreements

defense and that we will likely settle for no less than $ 250 to $ 300 .

As a result, we accrued $ 250 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.

License Agreement

13 unchanged sentences

The Company determined that the amount of variable consideration would be constrained until the period the uncertainty related to the consideration is relieved.

The Company received $ 150 in September, $ 550 in October, and $ 400 in December.

The remaining $ 400 will be received in March.

The Company received $ 150 in September 2024 and $ 550 in October 2024.

The remaining $ 800 was received in 2025.

Licenses of intellectual property :

If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from consideration allocated to the license when the license is transferred to the customer and the customer is able to

EXICURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

use and benefit from the licenses.

For licenses that are combined with other promises, the Company utilize judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue.

4 unchanged sentences

Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received and therefore revenue recognized is constrained as management is unable to assert that a reversal of revenue would not be possible.

The transaction price is then allocated to each performance obligation on a relative standalone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied.

The transaction price is then allocated to each performance obligation on a relative standalone selling price basis, for which the Company recognizes revenue as or

EXICURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

when the performance obligations under the contract are satisfied.

At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price.

4 unchanged sentences

Subsequent Events

GPCR Share Purchase Agreement

On January 19, 2025, the Company entered into a 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 GPCR Therapeutics USA Inc., a California corporation (“GPCR USA”).

The transactions contemplated under the Share Purchase Agreement closed concurrently with execution.

GPCR USA was, until immediately prior to closing under the Share Purchase Agreement, a wholly owned subsidiary of GPCR.

The Company purchased GPCR USA’s six million common shares outstanding for $ 1.6 million.

It is not yet known how much goodwill versus intangibles will be recognized.

It is also not yet known the acquisition date fair value of the major classes of consideration transferred.

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

The L&C Agreement requires the Company 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 the Company to pay a recurring royalty payment based on 10 % of net sales, as set forth in the L&C Agreement.

Termination of Chicago Lease Agreement

On February 14, 2025, the Company executed a Lease Termination Agreement with its landlord effective as of January 31, 2025.

As a result of this early termination for the Chicago lease that expired in June 2030, the Company vacated the Chicago office and stopped any further amounts owed to its landlord.

There were no additional fees or costs related to the early termination.

The Company expects to recognize a $ 6 million gain in the first quarter of 2025 related to this early termination.

EXICURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Common Stock Purchase Agreement

On February 14, 2025, the Company entered into a Common Stock Purchase Agreement with Shin Chang Partners and RMS0718 Co., Ltd.

(the “Purchasers”), pursuant to which the Company agreed to issue and sell to each of the Purchasers 145,454 shares of the Company’s common stock, par value $ 0.0001 per share, at a purchase price of $ 5.50 per share for gross proceeds of approximately $ 2 million.

Consulting Agreement

Pursuant to a Consulting Agreement, effective as of February 27, 2025, between the Company and Alta, the Company entered into a Consulting Agreement with Paul Kang, a director of the Company since February 2023, and the former CEO of the Company,

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

Following the resignations of both Andy Yoo and Seung Ik Baik, these appointments replaced Andy Yoo, as Chief Executive Officer and President of the Company, and Seung Ik Baik, as Chief Financial Officer and Secretary of the Company, each effective February 9, 2026.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data