What changed in this filing

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Item 9A. Controls and Procedures

2026-03-25 compared with 2025-03-18 · 162 added, 154 removed, 362 unchanged (47% of the section changed)

36 unchanged sentences

Our Board of Directors presently has 5 directors.

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

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

Dongho Lee, Sangjn Yeo, Jung Soo Kim, Gyeung Seog Cheon, and Jung Kyu Ham.

Sangjn Yeo, Jung Soo Kim, Gyeung Seog Cheon, and Jung Kyu Ham were delegated to the Board of Directors by HiTron pursuant to its rights under the Subsequent Common Stock Purchase Agreement.

Class III Directors (Term Expires 2026)

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

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

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

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

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

In addition to his role at The Technology, Mr.

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

Previously, Mr.

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

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

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

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

John began his career at Korea Telecom Inc.

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

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

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

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

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

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

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

Jung Kyu Ham, age 46, has served as a member of our Board of Directors since February 2026.

Ham has served as head of the legal affairs team at Samyoung ENC Co., Ltd., a manufacturer of marine electronic communication and navigation equipment since May 2023.

Prior to joining Samyoung ENC, Mr.

Ham served on the legal affairs team of Hangang Group, a Korean real estate development company, from 2021 to 2023, where he was responsible for corporate legal matters, regulatory compliance, and contract oversight.

Ham holds a Bachelor’s degree in Chinese Language Education from Dankook University.

Our Board of Directors believes that Mr.

Ham is qualified to serve on our Board of Directors because of his extensive experience in the legal field.

Class I Directors (Term Expires 2027)

4 unchanged sentences

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

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

York from 1989 and in Korea from 1995.

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

Since 2000, Mr.

3 unchanged sentences

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

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

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

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

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

Previously, Mr.

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

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

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

Our Board of Directors believes that Mr.

Lee is qualified to serve on our Board of Directors because of his extensive experience in finance and his board experience.

Jung Soo Kim, age 53, has over 20 years of experience in corporate strategy, capital markets transactions, and corporate restructuring, based on which the Board believes Mr.

Kim is qualified to serve on the Board.

Kim began serving in June 2025 as Chief Executive Officer and a director of AGEDB Technology Ltd., a TSXV-listed company specializing in the development of advanced graph database management system software and AI-powered data solutions.

Kim currently serves as Chief Executive Officer of Sandcraft Inc., a technology company focusing on the research and development of specialized sensors, since January 2022.

Prior to his positions at Sandcraft, Inc.

and AGEDB Technology Ltd., Mr.

Kim served as a director and Chief Strategy Officer of OTO Corporation Co., Ltd.

from July 2019 to October 2021, where he advised on mergers and acquisitions, public and private financings and corporate reorganizations involving publicly listed companies.

Earlier in his career, Mr.

Kim held executive roles at Kosdaq-listed companies including Chief Financial Officer and Director of Investor

Kim received a Master of Arts degree in Management Information Systems and Business Administration from Hanyang University.

Class II Directors (Term Expires 2028)

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

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

Since 1998, Mr.

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

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

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

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

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

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

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

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

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

Throughout his career, Mr.

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

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

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

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

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

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

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

Sangjin Yeo, age 54, has served as a member of our Board of Directors and Audit Committee Chair since September 2025.

Yeo has served as the Chief Executive Officer of TSOB, a math tutor academy in Seoul, since 2008.

Yeo acquired Golden Bridge Asset Management in 2018 expanding into fund-based real estate development.

Yeo completed his undergraduate, master’s, and doctoral coursework in mathematics at Seoul National University.

Our Board of Directors believes that Mr.

Yeo is qualified to serve on our Board of Directors because of his extensive experience in finance and his board experience.

Gyeong Seog Cheon, age 61, has served as a member of our Board of Directors since February 2026.

Cheon has served as an independent business advisor of the Company since 2026.

From 2020 to 2025, Mr.

Cheon served with the Criminal Investigation Division of the Gwangju Seobu Police Station, where he held the rank of Inspector (Senior Police Officer).

During his tenure, he was responsible for overseeing criminal investigations and supervising investigative personnel.

Cheon holds a bachelor’s degree in Social Physical Education from Chunnam Techno University and a bachelor’s degree in Public Administration from Korea National Open University, which he received in 2007.

Our Board of Directors believes that Mr.

Cheon is qualified to serve on our Board of Directors because of his investigative and leadership experience in public service.

Executive Officers

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

The following sets forth information about our executive officers as of the date hereof.

Chief Executive Officer

Seung Ik Baik Chief Financial Officer 39

Biographical information for Mr.

Yoo is presented above under the caption “Directors.”

Seung Ik Baik.

Gyuyeob Lee Chief Financial Officer 40

Jung Soo Kim.

Biographical information for Mr.

Baik is presented above under the caption “Directors.”

Kim is presented above under the caption “Directors.”

Lee, age 40, has served as a director of AGEDB Technology Ltd.

since May 2025, where he has been involved in governance restructuring, financial planning, regulatory disclosure preparation and coordination with auditors and legal counsel, based on which the Board believes Mr.

Lee is qualified to serve on the Board.

Lee has experience managing valuation analysis, concurrent financing transactions, investor communications and cross-border regulatory compliance matters.

Lee has served as Branch Manager of AGEDB Technology Ltd.’s Vancouver operations since November 2023, overseeing their accounting functions, budgeting support, human resources and internal controls.

Prior to that, from July 2011 to July 2023, Mr.

Lee held engineering and project management roles at GS Engineering & Construction in Korea, with responsibilities including project scheduling, budgeting oversight and risk management.

Lee received a Bachelor of Science degree in Environmental Engineering from Kyungpook National University.

Joshua Miller.

3 unchanged sentences

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

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

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

a late report on Form 4 was filed by Mr.

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

a late report on Form 4 was filed by Mr.

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

16(a) filing requirements applicable to our officers, directors, and greater than ten percent beneficial owners were complied with, except that:

a late report on Form 4 was filed by Joshua Miller for Aejin Hwang’s appointment to the board on September 29, 2025 reporting a transaction dated September 8, 2025;

a late report on Form 4 was filed by Mr.

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

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

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

Miller for Sangjn Yeo’s appointment to the board on September 29, 2025 reporting a transaction dated September 8, 2025.

Code of Business Conduct and Ethics

3 unchanged sentences

Audit Committee Matters

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

Kang serves as the chairperson of the Audit Committee.

Our Audit Committee is currently comprised of Sangjn Yeo, Dongho Lee, and Gyeung Seog Cheon.

Yeo serves as the chairperson of the Audit Committee.

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

Our Board has determined that Mr.

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

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

Insider Trading, Anti-Hedging and Anti-Pledging Policy

We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company.

Our insider trading policy prohibits our employees, directors and designated consultants from engaging in “hedging” or other monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, with respect to our common stock or borrowing against our common stock.

Executive Compensation.

2 unchanged sentences

(1) the individuals who served as our principal executive officer during the fiscal year ended December 31, 2025, (2) our next two most highly compensated executive officers serving as of December 31, 2025 who earned more than $100,000 during the fiscal year ended December 31, 2025 (of which we had none), and (3) any individual who would otherwise be included in (2) above but for the fact that such individual was not serving as an executive officer of ours as of December 31, 2025.

We refer to these individuals in this

prospectus as our named executive officers.

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

Our named executive officers for 2025 who appear in the Summary Compensation Table are:

• Andy Yoo, our Chief Executive Officer;

• Seung Ik Baik, our Chief Financial Officer

• Andy Yoo, our former Chief Executive Officer;

• Seung Ik Baik, our former Chief Financial Officer;

• Paul Kang, our former Chief Executive Officer;

5 unchanged sentences

2025 $ 439,000 — — $ 439,000

2024 25,000 25,000

Paul Kang (2)

1 unchanged sentence

2024 150,000 — — 150,000

2023 50,000 — — 50,000

Seung Ik Baik (3)

1 unchanged sentence

2025 257,000 21,000 — 278,000

2024 3,611 — — 3,611

Jiyoung Hwang (4)

1 unchanged sentence

2024 150,000 — — 150,000

2023 49,432 — — 49,432

(1) Effective December 20, 2024, Mr.

Yoo was appointed as Chief Executive Officer, succeeding Mr.

Effective February 9, 2026, Mr.

Yoo resigned as Chief Executive Officer.

(2) Effective August 21, 2023, Mr.

Kang was appointed as Chief Executive Officer.

Effective February 27, 2025.

Effective February 27, 2025, Mr.

Kang resigned as Chief Executive Officer.

1 unchanged sentence

Baik was appointed as Chief Executive Officer, succeeding Ms.

Effective February 9, 2026, Mr.

Baik resigned as Chief Financial Officer.

(4) Effective August 28, 2023, Ms.

Hwang was appointed as Chief Financial Officer, succeeding Mr.

Hwang was appointed as Chief Financial Officer.

Effective December 20, 2024, Ms.

5 unchanged sentences

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

Under the terms of this Employment Agreement, Mr.

Under the terms of his Amended Employment Agreement, dated April 1, 2025, Mr.

Yoo’s annual base salary was $480,000.

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

Under the terms of this Employment Agreement, Mr.

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

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

Seung Ik Baik .

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

Under the terms of this Employment Agreement, Mr.

Under the terms of his Amended Employment Agreement, dated April 1, 2025, Mr.

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

Outstanding Equity Awards at Fiscal Year-End

Kang, nor Mr.

Baik had any outstanding equity awards, and none of our named executive officers who were not serving with the Company at the end of fiscal 2025 still had any outstanding equity awards.

7 unchanged sentences

We provide matching contributions under the plan of up to 100% of the first 50% of the participant’s elective contributions.

Equity Grant Practices

The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and we do not time the disclosure of such material nonpublic information for purposes of affecting the exercise price of such awards or the value of executive compensation.

In addition, we do not grant equity awards during the four business days prior to or the one business day following the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a Form 8-K that discloses material nonpublic information.

During fiscal year 2025, we did not grant equity awards to any of the named executive officers.

Director Compensation

2 unchanged sentences

Cash Compensation

Following the closing of the Private Placement in February 2023, each director is entitled to an annual retainer of $20,000.

Following the closing of the CBI’s private placement in February 2023, each director is entitled to an annual retainer of $20,000.

None of our current directors have received any equity grants, and none of our prior directors received equity grants in 2025.

6 unchanged sentences

3,333 — 3,333

Hyuk Joon (Raymond) Ko (3)

19,194 — 19,194

Dongho Lee (3)

20,000 — 20,000

Hojoon Lee (5)

20,000 — 20,000

Minhee Eom (6)

Seung Ik Baik (5)

20,000 — 20,000

Chang Keun Choi (6)

13,833 — 13,833

Ho Jung John (7)

Chang Keun Choi (9)

Sangwook Song (10)

13,833 — 13,833

Minwoo Kang (8)

Seung Ik Baik (12)

13,833 — 13,833

Eui Yull Hwang (13)

Sangwook Song (9)

13,833 — 13,833

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

Aejin Hwang (10)

6,167 — 6,167

Sangjn Yeo (11)

6,167 — 6,167

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

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

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

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

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

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

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

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

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

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

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

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

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

Yoo was appointed to the Board of Directors effective November 21, 2024 and resigned on February 9, 2026.

Baik was appointed to the Board of Directors effective November 21, 2024 and resigned on February 9, 2026.

Choi was appointed to the Board of Directors effective December 19, 2024 and resigned on September 8, 2025.

John was appointed to the Board of Directors effective December 19, 2024 and resigned on September 8, 2025.

Kang was appointed to the Board of Directors effective December 19, 2024 and resigned on September 8, 2025.

Song was appointed to the Board of Directors effective December 19, 2024 and resigned on September 8, 2025.

Hwang was appointed to the Board of Directors effective September 8, 2025 and resigned on February 9, 2026.

Yeo was appointed to the Board of Directors effective September 8, 2025.

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

24 unchanged sentences

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

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

Common stock subject to options that are currently exercisable or exercisable within 60 days of March 31, 2026 are deemed to be outstanding and beneficially owned by the person holding the options.

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

8 unchanged sentences

Beneficially Owned (%)

HiTron Systems, Inc.

Exicure HiTron, Inc.

1,598,947 25.1 %

1 unchanged sentence

492,612 7.7 %

SangSang Investment & Securities Co., Ltd.

433,332 6.9 %

Directors and Named Executive Officers

Dongho Lee — *

Sangjn Yeo — *

Jung Soo Kim — *

Jung Kyu Ham — *

Gyeung Seog Cheon — *

1,598,947 25.1 %

Ho Jung John (1)

Chang Keun Choi — *

Sangwook Song

Seung Ik Baik (1)

All directors and executive officers as a group (6 persons)

1 unchanged sentence

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

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

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

(1) Based on information available to the Company, Andy Yoo is the third largest stockholder of Exicure HiTron, Inc.

The Company is also aware that Seung Ik Baik was HiTron’s chief strategy officer.

As a result, each of Mr.

John, and Ms.

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

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

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

on September 16, 2024.

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

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

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

on December 23, 2024.

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

(2) Based on information available to the Company.

The address of DGP Co., Ltd.

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

Certain Relationships and Related Transactions, and Director Independence.

5 unchanged sentences

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

As appropriate

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

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

• the related party’s interest in the transaction;

17 unchanged sentences

The Company paid the entities controlled by Mr.

Kang $0 and $218 for the years ended December 31, 2024 and 2023, respectively, for such services to date.

Kang was not yet serving as a director at the time he was engaged to provide these services.

DGP Promissory Note

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

All principal and accrued interest will be due and payable on the earlier of (i) ten months from the date of this DGP Note or (ii) upon an event of default, at that time, such amounts declared by the investor will become due and payable by Company.

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

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

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

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

Independence of the Board of Directors and Controlled Company Exemption

Kang $218 for the years ended December 31, 2023, and nothing in 2024.

Kang was not yet serving as a director or officer at the time he was engaged to provide these services.

O n February 27, 2025, a Consulting Agreement between the Company and Mr.

Kang’s consulting company was executed.

The Company paid $99 after executing the agreement and began paying him $12.5 monthly in February 2025.

Also, refer to the Korea Lease in Note 5 to the financial statements included in this Annual Report.

Also, refer to the Note and the DGP Note in Note 6 to the financial statements included in this Annual Report.

Also, refer to the transactions with HiTron in Note 7 to the financial statements included in this Annual Report.

Also, refer to “Item 11 Executive Compensation - Employment Agreement.”

Independence of the Board of Directors

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

Dongho Lee, Chang Keun Choi, and Minwoo Kang.

Dongho Lee, Sangjn Yeo, and Gyeung Seog Cheon.

The following former directors who served during 2025 were also determined to be independent under such standards:

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

Aejin Hwang, Chang Keun Choi and Minwoo Kang.

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

4 unchanged sentences

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

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

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

We are no longer a “controlled company” under Nasdaq rules.

Principal Accounting Fees and Services.

Independent Registered Public Accounting Firm Fees and Services

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

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

The following table sets forth the aggregate fees billed to us for the year ended December 31, 2025 by CBIZ CPAs P.C., New York, New York (PCAOB ID:

199), and for the year ended December 31, 2024 by Marcum LLP, New York, New York (PCAOB ID:

688), our independent registered public accounting firms for those respective years.

Audit Fees (1)

1 unchanged sentence

Total Fees $ 521,076 $ 236,520

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

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

6 unchanged sentences

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

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

All services provided

by CBIZ CPAs P.C.

in 2025 and 2024 were pre-approved by our Audit Committee after review of each of the services proposed for approval.

The principal accountant for the current year and for the most recently completed fiscal year (CBIZ CPAs P.C.) are expected to be present at this year’s stockholders’ meeting and will be able to make a statement, if desired, and available to respond to questions.

Exhibit and Financial Statement Schedules.

85 unchanged sentences

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

10.26 Common Stock Purchase Agreement, dated February 14, 2025, by and between Exicure, Inc.

and Shin Chang Partners and RMS0718 Co., Ltd.

8-K (Exhibit 10.1) 2/21/2025 001-39011

10.27 Registration Rights Agreement by and between Exicure, Inc.

and Shin Chang Partners and RMS0718 Co., Ltd.

8-K (Exhibit 10.2) 2/21/2025 001-39011

10.28 Convertible Bond Agreement, dated April 30, 2025, between KC Creation Co.

and Exicure, Inc.

8-K (Exhibit 10.1) 5/6/2025 001-39011

10.29+ First Amendment to Employment Agreement between Exicure, Inc.

and Andy Yoo, dated as of April 1, 2025

8-K (Exhibit 10.1) 6/10/2025 001-39011

10.30+ First Amendment to Employment Agreement between Exicure, Inc.

and Seung Ik Baik, dated as of April 1, 2025

8-K (Exhibit 10.2) 6/10/2025 001-39011

10.31 Consulting Agreement by and between the Company and Alta Companies Ltd., dated February 27, 2025

10-Q (Exhibit 10.5) 6/27/2025 001-39011

10.32 License and Collaboration Agreement, dated January 19, 2025, between the Company and GPCR

10-Q (Exhibit 10.2) 6/27/2025 001-39011

10.33 Share Purchase Agreement, dated January 19, 2025, between the Company and GPCR

10-Q (Exhibit 10.1) 6/27/2025 001-39011

10.34+ Executive Services Agreement between the Company and InnoCircle Advisors Inc.

16.1 Letter from Marcum dated April 14, 2025

8-K (Exhibit 16.1) 4/14/2025 001-39011

19.1 Insider trading policies and procedures X

21.1 Subsidiaries of Exicure, Inc.

10-K (Exhibit 21.1) 3/25/2022 001-39011

22.1 Consent of CBIZ CPAs P.C., independent registered public accounting firm.

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

19 unchanged sentences

EXICURE, INC.

/s/ Jung Soo Kim

Chief Executive Officer

/s/ Seung Ik Baik

Seung Ik Baik

/s/ Gyuyeob Lee

Chief Financial Officer

3 unchanged sentences

POWER OF ATTORNEY

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

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

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

1 unchanged sentence

SIGNATURE TITLE DATE

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

/s/ Jung Soo Kim President, Chief Executive Officer, and Director

( Principal Executive Officer)

March 25, 2026

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

/s/ Gyuyeob Lee Chief Financial Officer

( Principal Financial Officer)

March 25, 2026

Seung Ik Baik

/s/ Joshua Miller Chief Accounting Officer

2 unchanged sentences

Joshua Miller

/s/ Minwoo Kang Director March 18, 2025

/s/ Dongho Lee Director March 25, 2026

/s/ Chang Keun Choi Director March 18, 2025

Chang Keun Choi

/s/ Ho Jung John Director March 18, 2025

/s/ Sangwook Song Director March 18, 2025

Sangwook Song

/s/ Sangjin Yeo Director March 25, 2026

/s/ Jung Kyu Ham Director March 25, 2026

/s/ Gyeung Seog Cheon Director March 25, 2026

Gyeung Seog Cheon

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

What changed 10-K

Item 9A. Controls and Procedures