EXICURE, INC. 10-K

Item 8. Financial Statements and Supplementary Data. EXICURE, INC. INDEX TO FINANCIAL STATEMENTS PAGE Report of Independent Registered Public Accounting Firm ( CBIZ CPAs P.C. , PCAOB ID 199 ) 36 Report of Independent Registered Public Accounting Firm ( Marcum LLP , PCAOB ID 688 39 Consolidated Balance Sheets as of December 31, 2025 and 2024 40 Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 41 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024 43 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 44 Notes to Consolidated Financial Statements 46 35 Table of Contents 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, 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 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. 36 Table of Contents 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. 37 Table of Contents /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 38 Table of Contents 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. 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 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 audits. 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 audits 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 audits 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 audits 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 audits provide a reasonable basis for our opinion. /s/ Marcum LLP We served as the Company’s auditor from 2023 to 2025 . New York, New York March 18, 2025 39 Table of Contents EXICURE, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) December 31, 2025 2024 ASSETS Current assets: Cash, cash equivalents and restricted cash $ 3,746 $ 12,508 Other receivable 58 521 Prepaid expenses and other current assets 820 644 Total current assets 4,624 13,673 Other noncurrent assets 928 1,357 Property and equipment, net 306 26 Goodwill 4,399 — Intangible asset 3,784 — Total assets $ 14,041 $ 15,056 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 1,690 $ 1,031 Accrued expenses and other current liabilities 2,198 2,040 Total current liabilities 3,888 3,071 Contingent consideration 5,804 — Deferred tax liability 423 — Lease liability, noncurrent — 5,213 Total liabilities $ 10,115 $ 8,284 Commitments and Contingencies (Note 15) Stockholders’ equity: Preferred stock, $ 0.0001 par value per share; 10,000,000 shares authorized, no shares issued and outstanding, December 31, 2025 and December 31, 2024 — — Common stock, $ 0.0001 par value per share; 200,000,000 shares authorized, 6,373,893 issued and outstanding, December 31, 2025; 6,026,841 issued and outstanding, December 31, 2024 1 1 Additional paid-in capital 208,137 206,035 Accumulated other comprehensive loss ( 2 ) — Accumulated deficit ( 204,210 ) ( 199,264 ) Total stockholders’ equity 3,926 6,772 Total liabilities and stockholders’ equity $ 14,041 $ 15,056 See Accompanying Notes to Consolidated Financial Statements. 40 Table of Contents EXICURE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) Year Ended December 31, 2025 2024 Revenue: Revenue $ — $ 500 Total revenue — 500 Operating expenses: Research and development expense 3,286 — General and administrative expense 6,831 5,449 Litigation legal expense — 1,562 Right-of-use asset impairment loss — 5,721 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 income (expense), net: Dividend income 107 5 Interest income 29 8 Interest expense ( 1 ) ( 18 ) Gain on settlement of accounts payables 346 407 Change in fair value of contingent liability ( 1,553 ) — Other income (expense), net ( 275 ) 2,137 Total other income (expense), net ( 1,347 ) 2,539 Net loss before provision for income taxes ( 5,580 ) ( 9,693 ) Provision (benefit) for income taxes ( 634 ) 8 Net loss $ ( 4,946 ) $ ( 9,701 ) Basic and diluted loss per common share $ ( 0.79 ) $ ( 4.75 ) Weighted-average basic and diluted common shares outstanding 6,297,094 2,043,278 See Accompanying Notes to Consolidated Financial Statements. 41 EXICURE, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands, except share and per share data) Year Ended December 31, 2025 2025 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. 42 Table of Contents EXICURE, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands, except shares) Common Stock 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 Equity-based compensation — — 22 — — 22 Vesting of restricted stock units and related repurchases 166 — — — — — 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 ) Balance at December 31, 2024 6,026,841 $ 1 $ 206,035 $ ( 199,264 ) $ — $ 6,772 Equity-based compensation — — 2 — — 2 Vesting of restricted stock units and related repurchases 91 — — — — — 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 See Accompanying Notes to Consolidated Financial Statements. 43 Table of Contents EXICURE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 4,946 ) $ ( 9,701 ) Adjustments to reconcile net loss to cash used in operating activities: Depreciation and amortization 242 28 Amortization of right-of-use asset 218 796 Equity-based compensation 2 22 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 ) 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: Accounts receivable 1,342 ( 506 ) Prepaid expenses and other current assets 39 977 Other noncurrent assets 198 — Accounts payable 177 ( 193 ) Accrued expenses ( 614 ) 1,180 Other liabilities — ( 827 ) Net cash used in operating activities ( 8,555 ) ( 2,910 ) Cash flows from investing activities: Capital expenditures ( 1 ) — Proceeds from sale of fixed assets 42 — Acquisition of GPCR Therapeutics USA Inc. ( 2,090 ) — 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 Proceeds from short term debt — 1,000 Net cash provided by financing activities 1,600 13,402 Net (decrease) in cash, cash equivalents, and restricted cash ( 8,762 ) 10,492 Cash, cash equivalents, and restricted cash - beginning of year 12,508 2,016 Cash, cash equivalents, and restricted cash - end of year $ 3,746 $ 12,508 See Accompanying Notes to Consolidated Financial Statements. 44 Table of Contents EXICURE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2025 2024 Supplemental disclosure of cash flow information 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 See Accompanying Notes to Consolidated Financial Statements. 45 Table of Contents EXICURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) 1. Description of Business, Basis of Presentation and Going Concern Description of Business Exicure, Inc. has historically been an early-stage biotechnology company focused on developing nucleic acid therapies targeting ribonucleic acid against validated targets. 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 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. 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. and where appropriate, its wholly owned subsidiary, Exicure Operating Company. Exicure Operating Company holds all material assets and conducts all business activities and operations of Exicure, Inc. Basis of Presentation 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. 46 Table of Contents EXICURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) 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 At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern for a period of one year after the date that the financial statements are issued. As of December 31, 2025, the Company expects to incur significant expenses and negative cash flows for the foreseeable future. As of December 31, 2025, the Company’s cash and cash equivalents were $ 3,746 . 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. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on certain assumptions which it believes are reasonable in the circumstances and while actual results could differ from those estimates, management does not believe that any change in those assumptions in the near term would have a significant effect on the Company’s financial position, results of operations or cash flows. Actual results in future periods could differ from those estimates. 2. Significant Accounting Policies Cash and cash equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. 47 Table of Contents EXICURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) Fair value of financial instruments The Company has estimated the fair value of its financial instruments. The carrying amounts for cash, cash equivalents, and accounts payable approximate their fair value due to the relatively short-term nature of these instruments. The Company records short-term investments at their estimated fair value based on quoted market prices for identical or similar instruments. Investment in Convertible Notes Receivable Securities are classified as current or noncurrent based on the remaining contractual maturities of the securities. Securities are designated by the Company at the point of investment, as either trading, AFS, or held to maturity. Under ASC 825, Financial Instruments, the Company elected the fair value option for all outstanding convertible notes receivable. Management evaluates the performance of the securities on a fair value basis. Under the fair value option, the notes receivable are measured at each reporting period based upon their exit value in an orderly transaction and unrealized gains or losses from changes in fair value are recorded in the Condensed Consolidated Statements of Operations. Investment in convertible notes receivable at fair value totaled $ 0 as of December 31, 2025. 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 Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and cash equivalents with reputable financial institutions. The Company’s cash accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per financial institution in the United States. The Company's cash equivalent securities are insured by the Securities Investor Protection Corp. (“SIPC”) up to $500,000 per account, with a limit of $250,000 in cash. The Company has not experienced any credit losses in such accounts. The Company has no financial instruments with off-balance sheet risk of loss. The Company is currently not profitable and no assurance can be provided that it will ever be profitable. The Company’s research and development activities have required significant investment since inception and operations are expected to continue to require cash investment in excess of its revenues. See also Note 1, Going Concern , for more information. 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. 48 Table of Contents EXICURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) 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 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 . 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. Property and equipment are reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss for the year ended December 31, 2024 resulted from an analysis of the Company’s right-of-use asset related to its office lease. 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 . Warrants 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 49 Table of Contents 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. Revenue recognition The core principle of ASC Topic 606 “Revenue from Contracts with Customers” (“ASC 606”) requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company allocates the transaction price to all contractual performance obligations included in the contract. 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 its obligation to the customer. Equity-based compensation The Company measures the cost of equity-based awards at fair value and records the cost of the awards, net of estimated forfeitures, on a straight-line basis over the requisite service period. The Company measures fair value for all common stock options using the Black-Scholes option-pricing model. The fair value of common stock option awards is affected by the valuation assumptions, including the expected volatility based on comparable market participants, expected term of the common stock option, risk-free interest rate, and expected dividends. For all equity-based awards, the fair value measurement date is the date of grant and the requisite service period is the period over which the recipient is required to provide service in exchange for the equity-based awards, which is generally the vesting period. Segments and geographic information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business as one operating segment. All long-lived assets of the Company are located in the United States. Leases The Company determines if an arrangement is a lease at contract inception. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. 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 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. The lease payments used to determine the Company’s operating lease assets may include lease incentives, stated rent increases and escalation clauses linked to rates of inflation when determinable. In addition, the Company’s lease arrangements may contain lease and non-lease components. The Company combines lease and non-lease components, which are accounted for together as a single lease component. Variable lease payments, such as real estate taxes and facility maintenance costs that are allocated by the lessor to the lessee and are not based on an index or a rate, are excluded from the measurement of the lease liability. 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 50 Table of Contents 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. Research and development expense Research and development expenses are charged to expense as incurred in performing research and development activities in accordance with ASC 730, Research and Development . The costs include employee‑related expenses including salaries, benefits, and stock‑based compensation expense, costs of funding research performed by third parties that conduct research and development and preclinical and clinical activities on the Company’s behalf, the cost of purchasing lab supplies and non‑capital equipment used in preclinical and clinical activities and in manufacturing preclinical and clinical study materials, consultant fees, facility costs including rent, depreciation and maintenance expenses, fees for acquiring and maintaining licenses under third party licensing agreements, including any sublicensing or success payments made to the Company’s licensors, and overhead and other expenses directly related to research and development operations. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the Company’s estimate, the accrual or prepaid is adjusted accordingly. The Company defers and capitalizes non-refundable advance payments made by the Company for research and development activities until the related goods are received or the related services are performed. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense. Income taxes The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of its assets and liabilities and the expected benefits of net operating loss carryforwards. The impact of changes in tax rates and laws on deferred taxes, if any, is applied during the years in which temporary differences are expected to be settled and is reflected in the financial statements in the period of enactment. The measurement of deferred tax assets is reduced, if necessary, if, based on weight of the evidence, it is more likely than not that some, or all, of the deferred tax assets will not be realized. 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. Recent Accounting Pronouncements Adopted Segment Reporting Disclosures In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures which will require companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”). The pronouncement is effective for annual filings for the year ended December 31, 2024. The Company adopted this standard for our fiscal year 2024 annual financial statements and interim financial statements thereafter and have applied this standard retrospectively for all prior periods presented in the financial statements. 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. 51 Table of Contents EXICURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) Accounting Pronouncements Not Yet Adopted Disaggregation of Income Statement Expenses In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The standard requires that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods. The standard will become effective for us for our fiscal year 2026 annual financial statements and interim financial statements thereafter and may be applied prospectively to periods after the adoption date or retrospectively for all prior periods presented in the financial statements, with early adoption permitted. 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. 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. 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. 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. 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. 3. 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: 52 Table of Contents EXICURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (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 December 31, 2025 2024 Revenues $ — $ 500 Net Loss $ ( 4,942 ) $ ( 13,018 ) Net Loss per share $ ( 0.78 ) $ ( 6.37 ) 53 Table of Contents EXICURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) 4. Supplemental Balance Sheet Information Prepaid expenses and other current assets December 31, 2025 2024 Prepaid insurance $ 438 $ 444 Lease costs — 37 Prepaid professional fees 70 70 Prepaid software 78 61 Other 234 32 Prepaid expenses and other current assets $ 820 $ 644 Other noncurrent assets December 31, 2025 2024 Prepaid insurance, noncurrent $ 928 $ 1,357 Other noncurrent assets $ 928 $ 1,357 Property and equipment, net December 31, 2025 2024 Scientific equipment $ 405 $ 246 Leasehold improvements 39 — Computers and software 5 3 Furniture and fixtures 25 30 Auto 27 — Property and equipment, gross 501 279 Less: accumulated depreciation ( 195 ) ( 253 ) Property and equipment, net $ 306 $ 26 Depreciation and amortization expense was $ 242 and $ 28 , for the years ended December 31, 2025 and 2024, respectively. 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. Accrued expenses and other current liabilities December 31, 2025 2024 Current lease liability $ 176 $ 722 Accrued payroll-related expenses 82 — Accrued litigation legal fee — 1,138 Accrued other expenses 1,940 180 Accrued expenses and other current liabilities $ 2,198 $ 2,040 54 Table of Contents 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. 5. Leases 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. Korea Lease 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 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 55 Table of Contents EXICURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) 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: December 31, 2025 2024 Operating lease costs $ 309 $ 858 Variable lease costs 87 290 Short term lease costs — 41 Total lease costs $ 396 $ 1,189 The Company made cash payments for operating leases of $ 109 and $ 1,217 during the years ended December 31, 2025 and 2024, respectively. 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 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. 6. Debt 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. 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. 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. 56 Table of Contents EXICURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) 7. Stockholders’ Equity Preferred Stock The Company has 10,000,000 shares of preferred stock, par value $ 0.0001 authorized and no shares issued and outstanding. Common Stock The Company has 200,000,000 shares of common stock, par value $ 0.0001 , authorized. As of December 31, 2025 and December 31, 2024, the Company had 6,373,893 and 6,026,841 shares issued and outstanding, respectively. The holders of shares of the Company’s common stock are entitled to one vote per share on all matters to be voted upon by the Company’s stockholders and there are no cumulative rights. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shares of the Company’s common stock are entitled to receive ratably any dividends that may be declared from time to time by the Board out of funds legally available for that purpose. In the event of the Company’s liquidation, dissolution or winding up, the holders of shares of the Company’s common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock then outstanding. The Company’s common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Company’s common stock. The outstanding shares of the Company’s common stock are fully paid and non-assessable. 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 Exicure HiTron 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”). On November 13, 2024, in a subsequent agreement (the “Subsequent Common Stock Purchase Agreement”), the Company agreed to sell and issue to HiTron 2,900,000 additional shares of Common Stock (the “Subsequent Shares” and together with the Initial Shares, the “Shares”), for $ 8.7 million, at a purchase price of $ 3.00 per share (the “Subsequent Purchase”). The Subsequent Common Stock Purchase Agreement provides HiTron with the right to nominate additional members of the Board in proportion to its equity interest, subject to approval by the Board and compliance with SEC and Nasdaq rules. 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 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. (“MIRTO”), pursuant to which the Company agreed to issue and sell to MIRTO 87,808 shares of our Common Stock, for an aggregate purchase price of approximately $ 0.5 million, at a purchase price per share of $ 4.61 . The transactions under the MIRTO Purchase Agreement closed on December 24, 2024. 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. 57 Table of Contents EXICURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) 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 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. 58 Table of Contents EXICURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) 8. Equity-Based Compensation 2017 Equity Incentive Plan On September 22, 2017, the Company’s stockholders approved the Exicure, Inc. 2017 Equity Incentive Plan (the “2017 Plan”), which became effective on November 15, 2017. The 2017 Plan provides for the issuance of incentive awards of up to 38,950 shares of Exicure common stock, which includes 14,466 shares of Exicure common stock to be issued to officers, employees, consultants and directors, plus a number of shares not to exceed 25,559 that are subject to issued and outstanding awards under the Exicure OpCo 2015 Equity Incentive Plan (the “2015 Plan”) and were assumed in the merger transaction on September 26, 2017. Awards that may be awarded under the 2017 Equity Incentive Plan include non-qualified and incentive stock options, stock appreciation rights, bonus shares, restricted stock, restricted stock units, performance units and cash-based awards. The number of shares of common stock reserved for issuance under the 2017 Equity Incentive Plan automatically increases on January 1 of each year, beginning on January 1, 2020, by the lesser of (i) 30,667 shares, (ii) 5 % of the total number of shares of its capital stock outstanding on December 31 of the preceding calendar year, or (iii) a lesser number of shares determined by the Compensation Committee of the Board (the “Compensation Committee”). No future awards will be made under the 2015 Plan upon the effectiveness of the 2017 Plan. On January 1, 2025, pursuant to the terms of the 2017 Plan, the number of awards that are reserved and may be awarded under the 2017 Plan was automatically increased by 30,667 awards. As of December 31, 2025, the aggregate number of awards available for grant under the 2017 Plan was 154,672 . Awards granted under the 2017 Plan are contingent on the participants’ continued employment or provision of non-employee services and are subject to forfeiture if employment or continued service terminates for any reason. The initial award granted to an employee or consultant generally vests 25 % on the first 12-month anniversary of the grant date and vests 1/48th monthly thereafter until fully vested at the end of 48 months. Subsequent awards granted to employees or consultants generally vest 1/48th monthly until fully vested at the end of 48 months. The initial stock option grant to a non-employee director vests 1/36th monthly until fully vested at the end of 36 months. Subsequent stock option grants to a non-employee director vests 1/12th monthly until fully vested at the end of 12 months. The term of common stock option grants is 10 years unless terminated earlier as described above. 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 The 2017 Employee Stock Purchase Plan (the “ESPP”) was adopted by the Board in September 2017 and approved by the Company’s stockholders in September 2017. Through the ESPP, eligible employees may authorize payroll deductions of up to 15 % of their compensation to purchase common stock. The maximum number of shares that an employee may purchase on any exercise date in an offer period will be the smaller of (i) 50 shares or (ii) such number of shares as has a fair market value (determined as of the offering date for such offer period) equal to $ 25,000 within one calendar year minus the fair market value of any other shares of common stock that are attributed to such calendar year. The purchase price per share at each purchase date is equal to 85 % of the lower of (i) the closing market price per share of Exicure common stock on the employee’s offering date or (ii) the closing market price per share of Exicure common stock on the exercise date. Each offering period is approximately six-months in duration and the first offering period began on November 16, 2020 and ended on May 14, 2021. No shares were issued during 2025 or 2024. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2018 and each January 1 thereafter through January 1, 2027, by the least of (i) 2,000 shares; (ii) 0.3 % of the outstanding shares of common stock on the last day of the immediately preceding calendar year; or (iii) a lesser number of shares determined by the Board. As of December 31, 2025, there were 12,394 shares available for issuance under the ESPP. On January 1, 2026, the number of shares of common stock available for issuance under the ESPP increased by 10,000 shares. 59 Table of Contents EXICURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) 9. Segment Reporting The Company manages its business activities on a consolidated basis and operates as a single operating segment : Biotechnology. The accounting policies of the Biotechnology segment are the same as those described in Note 2 – Summary of Significant Accounting Policies. 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. The following table provides the operating financial results of our Biotechnology segment: Year Ended December 31, 2025 2024 Total revenues $ — $ 500 Significant segment expenses: Research and development expense 3,286 — General and administrative expense 6,831 5,449 Litigation legal expense — 1,562 Right-of-use asset impairment loss — 5,721 Loss from sale of property and equipment 90 — Gain on early lease termination ( 5,974 ) — Total operating expenses 4,233 12,732 Interest and dividend income 136 13 Interest expense ( 1 ) ( 18 ) Other income (expense), net 71 2,544 Change in fair value of contingent liability ( 1,553 ) — Total other income (expense) ( 1,347 ) 2,539 Segment net loss $ ( 5,580 ) $ ( 9,701 ) 10. Income Taxes 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 $ 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. 60 Table of Contents EXICURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) Components for the provision for income taxes consist of the following: Year Ended December 31, 2025 2024 Current Federal $ — $ — State and local 2 8 Total current tax expense $ 2 $ 8 Deferred 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: Year Ended December 31, 2025 Federal income tax expense at statutory rate $ ( 1,172 ) 21.0 % State income tax expense at statutory rate (1) ( 151 ) 2.7 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. 61 Table of Contents 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: Year Ended 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 ) State rate differential 25 ( 0.3 ) Change in valuation allowance 2,670 ( 27.6 ) Other 6 — Reduction of worthless attributes — — $ 8 ( 0.1 ) % The following table presents cash paid for income taxes by jurisdiction for the year ended December 31, 2025: U.S. federal statutory income tax rate Federal $ — State and local 2 Total cash paid for U.S. income taxes 2 Cash paid for federal income taxes Korea — Total cash paid for foreign federal income taxes — Cash paid for income taxes $ 2 62 Table of Contents EXICURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) The significant components of the Company’s net deferred tax assets are as follows: December 31, 2025 2024 Deferred Tax Assets Net operating losses $ 6,089 $ 3,957 Tax credits 382 — Capitalized R&D expenses 1,202 556 Accrued expenses 277 318 Operating lease liability — 1,661 Investment loss adjustment 560 560 Other 37 — Less: valuation allowance ( 7,738 ) ( 6,920 ) Total deferred tax assets 809 132 Deferred Tax Liabilities Prepaid expenses ( 129 ) ( 125 ) Fixed assets and other ( 44 ) ( 7 ) 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: Year Ended December 31, 2025 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 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: • Cumulative losses: The Company has been in a significant cumulative loss position since its inception in 2011. 63 Table of Contents EXICURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) • Projected realization of net operating loss carry forward amounts: Projections of future pre-tax book loss and taxable losses based on the Company's recent actual performance and current industry data indicate it is more likely than not that the benefits will not be recognized. At December 31, 2025, the Company had a federal net operating loss carryforward of $ 21,807 , which are indefinitely lived. 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. In general, the annual use limitation equals the aggregate value of our stock at the time of the ownership change multiplied by a specified tax-exempt interest rate. The Company determined that at the date of the 2024 ownership change, we had a net unrealized built-in loss (“NUBIL”). The NUBIL was determined based on the difference between the fair market value of our assets and their tax basis as the ownership change date. Because of the NUBIL, certain deductions recognized during the five-year period beginning on the date of the IRC Section 382 ownership change (the “recognition period”) are subject to the same limitation as the net operating loss carryforwards or certain other deductions. As of 2024, the business model has substantially changed which fully limits our ability to recognize these deductions. 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 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. The Company’s estimate of the potential outcome of any uncertain tax positions is subject to management's assessment of relevant risks, facts and circumstances existing at that time. The Company evaluates uncertain tax positions to determine if it is more-likely-than-not that they would be sustained upon examination. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. The Company is subject to taxation in the U.S. and various state jurisdictions. The Company remains subject to examination by U.S. federal and state tax authorities for the years 2020 through 2025. There are no pending examinations in any jurisdiction. 11. Loss Per Common Share Basic loss per common share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per common share is calculated using the treasury share method by giving effect to all potentially dilutive securities that were outstanding. Potentially dilutive options, restricted stock units and warrants to purchase common stock that were outstanding during the periods presented were excluded from the diluted loss per share calculation for the periods presented because such shares had an anti-dilutive effect due to the net loss reported in those periods. Therefore, basic and diluted loss per common share is the same for each of the years ended December 31, 2025 and 2024. The following is the computation of loss per common share for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Net loss $ ( 4,946 ) $ ( 9,701 ) Weighted-average basic and diluted common shares outstanding 6,297,094 2,043,278 Loss per share - basic and diluted $ ( 0.79 ) $ ( 4.75 ) 64 Table of Contents 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: December 31, 2025 2024 Options to purchase common stock 131 2,343 Restricted stock units 65 288 Warrants to purchase common stock 10,022 10,022 12. Fair Value Measurements ASC Topic 820, Fair Value Measurement , establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, as follows: Level 1 Inputs - unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date; Level 2 Inputs - other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability; 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 Liabilities 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: 65 Table of Contents EXICURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) 2025 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 $ 6,799 Cash and cash equivalents were measured using level 1 inputs as of December 31, 2025 and 2024. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the December 31, 2025 and year ended December 31, 2024. The carrying amount of the Company’s receivables and payables approximate their fair value due to their maturity. 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. 13. 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. 14. 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. Mr. 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. 15. Commitments and Contingencies 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. 66 Table of Contents EXICURE, INC. 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. 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 $ 700 , damages and attorney’s fees. We are currently reviewing the complaint and evaluating our available defenses and potential responses. The Company and certain of its current and former officers and directors were defendants in Colwell v. Exicure, Inc. et al., 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 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 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. (Case No. 1:22-cv-01083); Sim v. Giljohann, et al. (Case No. 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)) (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 67 Table of Contents EXICURE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) 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 On February 5, 2024, the Company entered into a patent license agreement to develop cavrotolimod for potential treatment for hepatitis 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. $ 500 was paid to the Company after the execution of this agreement. This payment was recognized as revenue in accordance with ASC 606, Revenue from Contracts with Customers . The Company will also be entitled to modest royalties on future net sales on all licensed technology during the term of the licensed patents. The Company determined that the amount of variable consideration would be constrained until the period the uncertainty related to the consideration is relieved. This patent license agreement was assigned to, and assumed by, the purchaser pursuant to this purchase agreement, but any royalties would be passed through to the Company. Purchase Agreement On September 27, 2024, the Company entered into and closed the sale of certain assets pursuant to an Asset Purchase Agreement (the “Purchase Agreement”). The assets sold to the purchaser consist of the Company’s historical biotechnology intellectual property and other assets and include the Company’s spherical nucleic acid-related technology, research and development programs, and clinical assets (the “Sold Assets”). The Company will receive gross proceeds of $ 1,500 from the sale of the Sold Assets. The gross proceeds were recognized as other income. The Company will be entitled to royalties and license fees in connection with future sales or licenses derived from the Sold Assets for a period of 10 years as set out in further detail in the purchase agreement. 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 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 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. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone payments: At the inception of each arrangement that includes development milestone payments, the Company evaluates the probability of reaching the milestones and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur in the future, the associated milestone value is included in the transaction price. 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 68 Table of Contents 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. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenues and earnings in the period of adjustment. To date, the Company has not recognized any milestone payment revenue from any of its collaboration agreements. Royalties : For arrangements that include sales-based royalties, including milestone payments based on levels of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its collaboration agreements. 16. Subsequent Events 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. 69 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.