EXICURE, INC. 10-K

Item 9A. Controls and Procedures. Limitations on Effectiveness of Controls In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weakness described below. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the guidelines established in Internal Control-Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of its evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2025. Attestation Report of the Registered Public Accounting Firm This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm as we are a non-accelerated filer as of December 31, 2025. Material Weakness in Internal Control Over Financial Reporting A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. 70 Table of Contents Management identified material weaknesses in the Company’s internal control over financial reporting related to the following: 1. Management’s review of the accounting treatment of non-routine activities. 2. The Company failed to design and implement controls around all accounting and information technology processes and procedures. These matters have been reviewed with our Audit Committee. Remediation Plan We are evaluating the material weakness and are developing a plan of remediation to strengthen the effectiveness of the design and operation of our internal control environment. The remediation plan will include enhancing our review procedures within our accounting department, implementing additional review procedures with respect to accumulation and evaluation of information that is known or knowable to the Company at the time, and applying that information to the applicable accounting guidance. Subject to our ability to obtain additional financing and the results of our review of strategic alternatives, we will also consider whether additional personnel are necessary. Changes in Internal Control Over Financial Reporting Other than as described above, there were no changes in our internal control over financial reporting during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. During the quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5- 1 trading arrangement” or “non-Rule 10b5- 1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 71 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors Our Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Any vacancies on our Board of Directors resulting from death, resignation, disqualification, removal or other causes, and any newly created directorships resulting from any increase in the number of directors, shall be filled by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors. Any director elected to fill a vacancy shall hold office for the remainder of the unexpired term in which the vacancy occurred or newly created directorship was created and until such director’s successor shall have been elected and qualified. Our Board of Directors presently has 5 directors. Dongho Lee, Sangjn Yeo, Jung Soo Kim, Gyeung Seog Cheon, and Jung Kyu Ham. Sangjn Yeo, Jung Soo Kim, Gyeung Seog Cheon, and Jung Kyu Ham were delegated to the Board of Directors by HiTron pursuant to its rights under the Subsequent Common Stock Purchase Agreement. Class III Directors (Term Expires 2026) Jung Kyu Ham, age 46, has served as a member of our Board of Directors since February 2026. Mr. Ham has served as head of the legal affairs team at Samyoung ENC Co., Ltd., a manufacturer of marine electronic communication and navigation equipment since May 2023. Prior to joining Samyoung ENC, Mr. Ham served on the legal affairs team of Hangang Group, a Korean real estate development company, from 2021 to 2023, where he was responsible for corporate legal matters, regulatory compliance, and contract oversight. Mr. Ham holds a Bachelor’s degree in Chinese Language Education from Dankook University. Our Board of Directors believes that Mr. Ham is qualified to serve on our Board of Directors because of his extensive experience in the legal field. Class I Directors (Term Expires 2027) Dongho Lee, age 63, has served as a member of our Board of Directors since August 2023. Since 2021, Mr. Lee has served as the President & CEO of Lumios Co. Ltd., a South Korean company that specializes in investment and provides real estate related consulting services to local development projects. He is currently an independent Director and member of the Audit Committee of Quantapia Inc., a renewable energy company listed in South Korea. Mr. Lee began his professional career in finance as a FINRA-licensed financial advisor in asset management in New York from 1989 and in Korea from 1995. Since 2000, Mr. Lee has served in various corporate executive and management positions, from CEO and CFO to advisor to the board of directors, at various companies in both Korea and the United States. From 2007 to 2011, he was the CSO & SVP of Finance at Englewood Lab Inc., a cosmetics R&D and manufacturing company in Englewood, NJ. From 2012 to 2018, he was the COO of Tchopstix, Inc., a restaurant group in Indianapolis, IN. Mr. Lee graduated from Korea University with a Bachelor’s degree in Business Administration with emphasis in Finance. Our Board of Directors believes that Mr. Lee is qualified to serve on our Board of Directors because of his extensive experience in finance and his board experience. Jung Soo Kim, age 53, has over 20 years of experience in corporate strategy, capital markets transactions, and corporate restructuring, based on which the Board believes Mr. Kim is qualified to serve on the Board. Mr. Kim began serving in June 2025 as Chief Executive Officer and a director of AGEDB Technology Ltd., a TSXV-listed company specializing in the development of advanced graph database management system software and AI-powered data solutions. Mr. Kim currently serves as Chief Executive Officer of Sandcraft Inc., a technology company focusing on the research and development of specialized sensors, since January 2022. Prior to his positions at Sandcraft, Inc. and AGEDB Technology Ltd., Mr. Kim served as a director and Chief Strategy Officer of OTO Corporation Co., Ltd. from July 2019 to October 2021, where he advised on mergers and acquisitions, public and private financings and corporate reorganizations involving publicly listed companies. Earlier in his career, Mr. Kim held executive roles at Kosdaq-listed companies including Chief Financial Officer and Director of Investor 72 Table of Contents Relations. Mr. Kim received a Master of Arts degree in Management Information Systems and Business Administration from Hanyang University. Class II Directors (Term Expires 2028) Sangjin Yeo, age 54, has served as a member of our Board of Directors and Audit Committee Chair since September 2025. Mr. Yeo has served as the Chief Executive Officer of TSOB, a math tutor academy in Seoul, since 2008. Mr. Yeo acquired Golden Bridge Asset Management in 2018 expanding into fund-based real estate development. Mr. Yeo completed his undergraduate, master’s, and doctoral coursework in mathematics at Seoul National University. Our Board of Directors believes that Mr. Yeo is qualified to serve on our Board of Directors because of his extensive experience in finance and his board experience. Gyeong Seog Cheon, age 61, has served as a member of our Board of Directors since February 2026. Mr. Cheon has served as an independent business advisor of the Company since 2026. From 2020 to 2025, Mr. Cheon served with the Criminal Investigation Division of the Gwangju Seobu Police Station, where he held the rank of Inspector (Senior Police Officer). During his tenure, he was responsible for overseeing criminal investigations and supervising investigative personnel. Mr. Cheon holds a bachelor’s degree in Social Physical Education from Chunnam Techno University and a bachelor’s degree in Public Administration from Korea National Open University, which he received in 2007. Our Board of Directors believes that Mr. Cheon is qualified to serve on our Board of Directors because of his investigative and leadership experience in public service. Executive Officers The following sets forth information about our executive officers as of the date hereof. Name Position Age Jung Soo Kim Chief Executive Officer 53 Gyuyeob Lee Chief Financial Officer 40 Jung Soo Kim. Biographical information for Mr. Kim is presented above under the caption “Directors.” Gyuyeob Lee. Mr. Lee, age 40, has served as a director of AGEDB Technology Ltd. since May 2025, where he has been involved in governance restructuring, financial planning, regulatory disclosure preparation and coordination with auditors and legal counsel, based on which the Board believes Mr. Lee is qualified to serve on the Board. Mr. Lee has experience managing valuation analysis, concurrent financing transactions, investor communications and cross-border regulatory compliance matters. Mr. Lee has served as Branch Manager of AGEDB Technology Ltd.’s Vancouver operations since November 2023, overseeing their accounting functions, budgeting support, human resources and internal controls. Prior to that, from July 2011 to July 2023, Mr. Lee held engineering and project management roles at GS Engineering & Construction in Korea, with responsibilities including project scheduling, budgeting oversight and risk management. Mr. Lee received a Bachelor of Science degree in Environmental Engineering from Kyungpook National University. Joshua Miller. Mr. Miller is the Chief Accounting Officer, not an Executive Officer, and does not perform any significant policy making functions for the Company. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors, and greater than ten percent stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To the Company’s knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2025, all Section 73 Table of Contents 16(a) filing requirements applicable to our officers, directors, and greater than ten percent beneficial owners were complied with, except that: a late report on Form 4 was filed by Joshua Miller for Aejin Hwang’s appointment to the board on September 29, 2025 reporting a transaction dated September 8, 2025; a late report on Form 4 was filed by Mr. Miller for Sangjn Yeo’s appointment to the board on September 29, 2025 reporting a transaction dated September 8, 2025. Code of Business Conduct and Ethics We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The Code of Business Conduct and Ethics is available on our website at www.exicuretx.com . If we make any substantive amendments to the Code of Business Conduct and Ethics or grants any waiver from a provision of the Code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website. Audit Committee Matters Our Audit Committee is currently comprised of Sangjn Yeo, Dongho Lee, and Gyeung Seog Cheon. Mr. Yeo serves as the chairperson of the Audit Committee. Our Board of Directors has determined that all members are “independent” for Audit Committee purposes as that term is defined in the applicable rules of the SEC and Nasdaq rules. Our Board has determined that Mr. Yeo qualifies as an “audit committee financial expert,” as defined under the applicable rules of the SEC. Insider Trading, Anti-Hedging and Anti-Pledging Policy We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. Our insider trading policy prohibits our employees, directors and designated consultants from engaging in “hedging” or other monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, with respect to our common stock or borrowing against our common stock. 74 Table of Contents Item 11. Executive Compensation. Compensation Overview This section provides a discussion of the total compensation awarded to, earned by, or paid to, during the years ended December 31, 2025 and 2024: (1) the individuals who served as our principal executive officer during the fiscal year ended December 31, 2025, (2) our next two most highly compensated executive officers serving as of December 31, 2025 who earned more than $100,000 during the fiscal year ended December 31, 2025 (of which we had none), and (3) any individual who would otherwise be included in (2) above but for the fact that such individual was not serving as an executive officer of ours as of December 31, 2025. We refer to these individuals in this prospectus as our named executive officers. Our named executive officers for 2025 who appear in the Summary Compensation Table are: • Andy Yoo, our former Chief Executive Officer; • Seung Ik Baik, our former Chief Financial Officer; • Paul Kang, our former Chief Executive Officer; and • Jiyoung Hwang, our former Chief Financial Officer Summary Compensation Table The following table provides a summary of compensation paid or accrued for the years ended December 31, 2025 and 2024 to our named executive officers, amounts in dollars: Name and principal position Year Salary ($) Bonus ($) All other compensation ($) Total ($) Andy Yoo (1) Chief Executive Officer 2025 $ 439,000 — — $ 439,000 2024 25,000 25,000 Paul Kang (2) Former Chief Executive Officer 2024 150,000 — — 150,000 Seung Ik Baik (3) Chief Financial Officer 2025 257,000 21,000 — 278,000 2024 3,611 — — 3,611 Jiyoung Hwang (4) Former Chief Financial Officer 2024 150,000 — — 150,000 (1) Effective December 20, 2024, Mr. Yoo was appointed as Chief Executive Officer, succeeding Mr. Kang. Effective February 9, 2026, Mr. Yoo resigned as Chief Executive Officer. (2) Effective August 21, 2023, Mr. Kang was appointed as Chief Executive Officer. Effective February 27, 2025, Mr. Kang resigned as Chief Executive Officer. (3) Effective December 20, 2024, Mr. Baik was appointed as Chief Executive Officer, succeeding Ms. Hwang. Effective February 9, 2026, Mr. Baik resigned as Chief Financial Officer. (4) Effective August 28, 2023, Ms. Hwang was appointed as Chief Financial Officer. Effective December 20, 2024, Ms. Hwang resigned as Chief Financial Officer. Employment Agreements We had employment agreements with each of our named executive officers who were still serving in their positions at the end of 2025. These employment agreements are described below. Refer to the footnotes to the Summary Compensation Table above with respect to named executive officers who were no longer serving at the end of 2025. 75 Table of Contents Andy Yoo . We and Mr. Yoo entered into an Employment Agreement dated December 20, 2024. Under the terms of his Amended Employment Agreement, dated April 1, 2025, Mr. Yoo’s annual base salary was $480,000. Seung Ik Baik . We and Mr. Baik entered into an Employment Agreement dated December 20, 2024. Under the terms of his Amended Employment Agreement, dated April 1, 2025, Mr. Baik’s annual base salary was $300,000. Outstanding Equity Awards at Fiscal Year-End Neither Mr. Yoo nor Mr. Baik had any outstanding equity awards, and none of our named executive officers who were not serving with the Company at the end of fiscal 2025 still had any outstanding equity awards. Defined Contribution Plan We sponsor a defined contribution plan intended to qualify under Section 401 of the Internal Revenue Code (the “Code”) as a 401(k) plan. Employees who are at least 21 years of age are generally eligible to participate and may enter the plan on the first day of any month following the employment start date. Participants may make pre-tax contributions or Roth 401(k) contributions up to the maximum limit established by the Code. Our 401(k) plan also has a “catch-up contribution” feature for employees aged 50 or older (including those who qualify as “highly compensated” employees) who can defer amounts over the statutory limit that applies to all other employees below age 50. Participant contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. Participants are immediately and fully vested in their contributions. We provide matching contributions under the plan of up to 100% of the first 50% of the participant’s elective contributions. Equity Grant Practices The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and we do not time the disclosure of such material nonpublic information for purposes of affecting the exercise price of such awards or the value of executive compensation. In addition, we do not grant equity awards during the four business days prior to or the one business day following the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a Form 8-K that discloses material nonpublic information. During fiscal year 2025, we did not grant equity awards to any of the named executive officers. Director Compensation Under our director compensation policy, as amended, each of our directors is eligible to receive cash compensation for service on our Board of Directors and committees of our Board of Directors. 2025 Director Compensation Cash Compensation Following the closing of the CBI’s private placement in February 2023, each director is entitled to an annual retainer of $20,000. None of our current directors have received any equity grants, and none of our prior directors received equity grants in 2025. Director Compensation Table The following table presents information regarding the compensation earned for service by our directors during the year ended December 31, 2025, amounts in dollars. 76 Table of Contents Name Fees Earned or Paid In Cash ($) Option Awards (13) ($) Total ($) Paul Kang (1) 3,333 — 3,333 Jiyoung Hwang (2) 3,333 — 3,333 Dongho Lee (3) 20,000 — 20,000 Andy Yoo (4) 20,000 — 20,000 Seung Ik Baik (5) 20,000 — 20,000 Chang Keun Choi (6) 13,833 — 13,833 Ho Jung John (7) 13,833 — 13,833 Minwoo Kang (8) 13,833 — 13,833 Sangwook Song (9) 13,833 — 13,833 Aejin Hwang (10) 6,167 — 6,167 Sangjn Yeo (11) 6,167 — 6,167 (1) Mr. Kang was appointed to the Board of Directors effective February 24, 2023 and resigned on February 28, 2025. (2) Ms. Hwang was appointed to the Board of Directors effective February 24, 2023 and resigned on February 28, 2025. (3) Mr. Lee was appointed to the Board of Directors effective August 21, 2023. (4) Mr. Yoo was appointed to the Board of Directors effective November 21, 2024 and resigned on February 9, 2026. (5) Mr. Baik was appointed to the Board of Directors effective November 21, 2024 and resigned on February 9, 2026. (6) Mr. Choi was appointed to the Board of Directors effective December 19, 2024 and resigned on September 8, 2025. (7) Mr. John was appointed to the Board of Directors effective December 19, 2024 and resigned on September 8, 2025. (8) Mr. Kang was appointed to the Board of Directors effective December 19, 2024 and resigned on September 8, 2025. (9) Mr. Song was appointed to the Board of Directors effective December 19, 2024 and resigned on September 8, 2025. (10) Ms. Hwang was appointed to the Board of Directors effective September 8, 2025 and resigned on February 9, 2026. (11) Mr. Yeo was appointed to the Board of Directors effective September 8, 2025. 77 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Equity Compensation Plan Information The following table provides information about the securities authorized for issuance under our equity compensation plans as of December 31, 2025, which as of that date consisted of our 2017 Equity Incentive Plan and 2017 Employee Stock Purchase Plan. Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by stockholders 196 $ 24.13 177,066 (1) (2) Equity compensation plans not approved by stockholders - - - Total 196 $ 24.13 177,066 (1) Represents 154,672 and 22,394 shares of common stock available for issuance under the 2017 Equity Incentive Plan and 2017 Employee Stock Purchase Plan, respectively, as of December 31, 2025. (2) 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 our capital stock outstanding on December 31 of the preceding calendar year, or (iii) a lesser number of shares determined by the Compensation Committee. Effective January 1, 2025, pursuant to the terms of the 2017 Equity Incentive Plan, the number of awards that are reserved and may be awarded under the 2017 Equity Incentive Plan was automatically increased by 30,667 awards. The number of shares of common stock reserved for issuance under the 2017 Employee Stock Purchase Plan automatically increases on January 1 of each year, beginning on January 1, 2018, by the lesser of (i) 10,000 shares of common stock, (ii) 0.3% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year, or (iii) such lesser number of shares determined by our Board. Effective January 1, 2026, pursuant to the terms of the 2017 Employee Stock Purchase Plan, the number of shares that are reserved and may be issued under the 2017 Employee Stock Purchase Plan was automatically increased by 10,000 shares. Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information regarding the ownership of our common stock as of March 17, 2026 by: (i) each of our directors; (ii) each of our named executive officers named in the 2025 Summary Compensation Table above; (iii) all of our current executive officers and directors as a group; and (iv) all those known by us to be beneficial owners of more than five percent of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities, or have the right to acquire such powers within 60 days. Common stock subject to options that are currently exercisable or exercisable within 60 days of March 31, 2026 are deemed to be outstanding and beneficially owned by the person holding the options. These shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them. Percentage ownership calculations are based on 6,373,915 shares outstanding as of March 12, 2026, adjusted as required by rules promulgated by the SEC. This table is based upon information supplied by our officers, directors and principal stockholders and Schedules 13D and 13G filed with the SEC. Except as otherwise noted below, the address for each executive officer and director listed in the table is c/o Exicure, Inc., 400 Seaport Court, Suite 102, Redwood City, California 94063. 78 Table of Contents Beneficial Ownership Beneficial Owner Greater than 5% Stockholders Number of Shares Beneficially Owned (#) Percentage of Common Stock Beneficially Owned (%) Exicure HiTron, Inc. (1) 1,598,947 25.1 % DGP Co., Ltd. (2) 492,612 7.7 % Directors and Named Executive Officers Dongho Lee — * Sangjn Yeo — * Jung Soo Kim — * Jung Kyu Ham — * Gyeung Seog Cheon — * Andy Yoo (1) 1,598,947 25.1 % All directors and executive officers as a group (6 persons) 1,598,947 25.1 % * Indicates beneficial ownership of less than one percent of the outstanding shares of common stock. (1) Based on information available to the Company, Andy Yoo is the third largest stockholder of Exicure HiTron, Inc. (“HiTron”). The Company is also aware that Seung Ik Baik was HiTron’s chief strategy officer. As a result, each of Mr. Yoo and Mr. Baik may be deemed to beneficially own the share of our common stock and securities held by HiTron. The address for HiTron is 99-13 Masan-Gil, Miyang-Myeon, Anseong-si, Gyeonggi-do, Korea. (2) Based on information available to the Company. The address of DGP Co., Ltd. is 23, Geurintekeu-ro, Yeonggwang-eup, Yeonggwang-gun, Jeollanam-do, Republic of Korea 57024. Item 13. Certain Relationships and Related Transactions, and Director Independence. Certain Relationships and Related Party Transactions Policies and Procedures for Related Party Transactions Our Board of Directors adopted a written related person transaction policy to set forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K promulgated under the Exchange Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds or will exceed the lesser of $120,000 or 1% of the average of our total assets as of the end of the last two completed fiscal years and a related person had, has or will have a direct or indirect material interest, including purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. As provided by our Audit Committee charter, our Audit Committee is responsible for reviewing and approving in advance the related party transactions covered by our related transaction policies and procedures. A related party transaction reviewed under the policy will be considered approved or ratified if it is authorized by the Audit Committee of our Board of Directors or the chairperson of the Audit Committee in accordance with the standards set forth in the policy after full disclosure of the related party’s interests in the transaction. As appropriate for the circumstances, the Audit Committee or the chairperson of the Audit Committee, as applicable, shall review and consider: • the related party’s interest in the transaction; 79 Table of Contents • the approximate dollar value of the amount involved in the related party transaction; • the approximate dollar value of the amount of the related party’s interest in the transaction without regard to the amount of any profit or loss; • whether the transaction was undertaken in our ordinary course of business; • whether the transaction with the related party is proposed to be, or was, entered into on terms no less favorable to us than terms that could have been reached with an unrelated third party; • required public disclosure, if any; and • any other information regarding the related party transaction in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction. Related Party Transactions The following is a description of related party transactions we have entered into since January 1, 2025 with our directors, executive officers and holders of more than 5% of our outstanding voting securities and their affiliates, whom we refer to as our related persons, in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets as of the end of the last two completed fiscal years, other than the compensation arrangements we describe in the sections titled “Director Compensation” and “Executive Compensation” in this Proxy Statement. CBI USA Private Placement On September 26, 2022, the Company entered into the Securities Purchase Agreement with CBI USA, pursuant to which the Company agreed to issue and sell to CBI USA in a private placement an aggregate of 680,000 shares of the Company’s common stock at a purchase price of $8.00 per share (the “Private Placement”). CBI USA was already a holder of more than 5% of our outstanding voting securities at the time we entered into the Securities Purchase Agreement as a result of a previous private placement completed in May 2022. The Private Placement closed on February 24, 2023. Since the registration statement was not filed within 90 days following the Closing Date of the Registration Rights Agreement, the Company paid $27 to CBI USA and accrued $191 to DGP pursuant to the liquidated damages provision in this agreement. 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. Paul Kang Consulting Fees The Company engaged entities controlled by Mr. Kang to provide business development consulting services in 2023. The Company paid the entities controlled by Mr. Kang $218 for the years ended December 31, 2023, and nothing in 2024. Mr. Kang was not yet serving as a director or officer at the time he was engaged to provide these services. O n February 27, 2025, a Consulting Agreement between the Company and Mr. Kang’s consulting company was executed. The Company paid $99 after executing the agreement and began paying him $12.5 monthly in February 2025. Also, refer to the Korea Lease in Note 5 to the financial statements included in this Annual Report. Also, refer to the Note and the DGP Note in Note 6 to the financial statements included in this Annual Report. Also, refer to the transactions with HiTron in Note 7 to the financial statements included in this Annual Report. Also, refer to “Item 11 Executive Compensation - Employment Agreement.” 80 Table of Contents Independence of the Board of Directors The following current directors were determined to be independent under the applicable Nasdaq standards: Dongho Lee, Sangjn Yeo, and Gyeung Seog Cheon. The following former directors who served during 2025 were also determined to be independent under such standards: Aejin Hwang, Chang Keun Choi and Minwoo Kang. Following the closing of the private placement to CBI USA in February 2023, we became a “controlled company” under Nasdaq rules. As a result, we were exempt from the requirements that a majority of our Board of Directors be independent and that we have an independent compensation committee and an independent nominating committee or function. Following the consummation of this private placement, our Board of Directors dissolved the Compensation Committee and Nominating and Corporate Governance Committee. In August 2023, CBI USA and its affiliate, DGP Co., Ltd., filed a Schedule 13D/A reporting that they no longer owned 50% of outstanding shares as a result of dilutive issuances, and thus we were no longer a “controlled company” under Nasdaq rules. Thereafter, we reinstated our Compensation Committee and Nominating and Corporate Governance Committee and appointed our three independent directors to those committees in compliance with Nasdaq rules with respect to those committees during 2025. We relied on the phase-in provisions of the Nasdaq rules with respect to the requirement that a majority of our Board of Directors be independent and complied with that requirement within 12 months to prevent losing the “controlled company” status. Following the closing of the stock purchase agreements to HiTron in December 2024, we again became a “controlled company” by a different company under Nasdaq rules. We are no longer a “controlled company” under Nasdaq rules. Item 14. Principal Accounting Fees and Services. Independent Registered Public Accounting Firm Fees and Services The following table sets forth the aggregate fees billed to us for the year ended December 31, 2025 by CBIZ CPAs P.C., New York, New York (PCAOB ID: 199), and for the year ended December 31, 2024 by Marcum LLP, New York, New York (PCAOB ID: 688), our independent registered public accounting firms for those respective years. Year Ended December 31, 2025 2024 Audit Fees (1) $ 521,076 $ 236,520 Total Fees $ 521,076 $ 236,520 All fees described above were pre-approved by the Audit Committee of the Board of Directors. Pre-Approval Policies and Procedures The Audit Committee has adopted policies and procedures for the pre-approval of audit and non-audit services provided by our independent registered public accounting firm. The policy generally requires pre-approval for specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual explicit case-by-case basis before the independent registered public accounting firm is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting. The Audit Committee will review both audit and non-audit services performed by the independent registered public accounting firm and the fees charged for such services on at least an annual basis. Among other things, the Audit Committee will review non-audit services proposed to be provided by the independent registered public accounting firm and pre-approve such services only if they are compatible with maintaining the independent registered public accounting firm’s status as an independent registered public accounting firm. All services provided 81 Table of Contents by CBIZ CPAs P.C. in 2025 and 2024 were pre-approved by our Audit Committee after review of each of the services proposed for approval. The principal accountant for the current year and for the most recently completed fiscal year (CBIZ CPAs P.C.) are expected to be present at this year’s stockholders’ meeting and will be able to make a statement, if desired, and available to respond to questions. 82 Table of Contents PART IV Item 15. Exhibit and Financial Statement Schedules. (a) The following documents are filed as part of this report: 1. Financial Statements See Index to Financial Statements on page 35 of this Annual Report on Form 10-K. 2. Financial Statement Schedules All financial statement schedules are omitted because they are not applicable or the required information is included in the financial statements or notes thereto. 3. Exhibits Exhibit Number Exhibit Description Filed with this Report Incorporated by Reference herein from Form or Schedule Filing Date SEC File/Reg. Number 3.1 Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on November 15, 2017. 10-K (Exhibit 3.3) 3/11/2021 001-39011 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Exicure, Inc., effective June 29, 2022. 8-K (Exhibit 3.1) 6/29/2022 001-39011 3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Exicure, Inc., effective August 27, 2024. 8-K (Exhibit 3.1) 8/26/2024 001-39011 3.4 Amended and Restated Bylaws, as currently in effect. 8-K (Exhibit 3.4) 10/2/2017 000-55764 4.1 Description of Securities 10-K (Exhibit 4.4) 3/10/2020 001-39011 10.1+ 2015 Equity Incentive Plan and forms of awards thereunder, assumed in the Merger. 8-K (Exhibit 10.1) 10/2/2017 000-55764 10.2+ 2017 Equity Incentive Plan and forms of award agreements thereunder. 8-K (Exhibit 10.2) 10/2/2017 000-55764 10.3+ 2017 Employee Stock Purchase Plan. 8-K (Exhibit 10.3) 10/2/2017 000-55764 10.4+ Form of Indemnification Agreement by and between the Company and each of its directors and executive officers. 8-K (Exhibit 10.4) 10/2/2017 000-55764 10.5 Lease Agreement dated as of February 28, 2020 by and between 2430 N. Halsted, LLC and Exicure, Inc. 10-Q (Exhibit 10.1) 5/14/2020 001-39011 10.6 Form of Securities Purchase Agreement, dated May 9, 2022, by and among Exicure, Inc. and the purchaser parties thereto. 8-K (Exhibit 10.1) 5/13/2022 001-39011 10.7 Registration Rights Agreement, dated May 9, 2022, by and among Exicure, Inc. and the purchasers party thereto. 8-K (Exhibit 10.2) 5/13/2022 001-39011 10.8 Securities Purchase Agreement, dated September 26, 2022, by and between Exicure, Inc. and CBI USA. 8-K (Exhibit 10.1) 9/27/2022 001-39011 10.9 Registration Rights Agreement, dated September 26, 2022, by and between Exicure, Inc. and CBI USA. 8-K (Exhibit 10.2) 9/27/2022 001-39011 10.10+ Separation and Release Agreement, dated April 26, 2023, among Exicure, Inc. and Matthias Schroff. 8-K (Exhibit 10.2) 5/2/2023 001-39011 10.11+ Separation and Release Agreement, dated April 26, 2023, among Exicure, Inc. and Elias Papadimas. 8-K (Exhibit 10.3) 5/2/2023 001-39011 10.12 Convertible Bond Subscription Agreement, dated May 3, 2023, among Cyworld Z Co., Ltd. and Exicure, Inc. 8-K (Exhibit 10.1) 5/9/2023 001-39011 10.13 Convertible Bond Subscription Agreement, dated May 16, 2023, among Cyworld Z Co., Ltd. and Exicure, Inc. 8-K (Exhibit 10.1) 5/18/2023 001-39011 83 Table of Contents 10.14+ Separation and Release Agreement, dated May 27, 2023, among Exicure, Inc. and Sarah Longoria. + 8-K (Exhibit 10.1) 6/1/2023 001-39011 10.15+ Amended and Restated Employment Agreement, dated May 24, 2023, among Exicure, Inc. and Joshua Miller. 8-K (Exhibit 10.2) 6/1/2023 001-39011 10.16+ Retention Agreement, dated May 24, 2023, among Exicure, Inc. and Joshua Miller. 8-K (Exhibit 10.3) 6/1/2023 001-39011 10.17+ First Amendment to the Separation and Release Agreement of Matthias Schroff, dated June 12, 2023, among Exicure, Inc. and Matthias Schroff. 8-K (Exhibit 10.9) 6/14/2023 001-39011 10.18+ Employment Agreement, dated Aug. 28, 2023, among Exicure, Inc. and Paul Kang 8-K (Exhibit 10.1) 8/23/2023 001-39011 10.19+ Employment Agreement, dated Aug. 28, 2023, among Exicure, Inc. and Jiyoung Hwang 8-K (Exhibit 10.2) 8/23/2023 001-39011 10.20 Debt for Equity Exchange Agreement 8-K (Exhibit N/A) 9/12/2024 001-39011 10.21 Common Stock Purchase Agreement, dated November 6, 2024, by and between Exicure, Inc. and HiTron Systems, Inc. 8-K (Exhibit 10.1) 11/14/2024 001-39011 10.22 Form of Registration Rights Agreement by and between Exicure, Inc. and HiTron Systems, Inc. 8-K (Exhibit 10.1) 11/14/2024 001-39011 10.23 Common Stock Purchase Agreement, dated November 13, 2024, by and between Exicure, Inc. and HiTron Systems, Inc. 8-K (Exhibit 10.1) 11/14/2024 001-39011 10.24 Common Stock Purchase Agreement, dated December 9, 2024, by and between Exicure, Inc. and SangSangIn Investment & Securities Co., Ltd. 8-K (Exhibit 10.1) 12/11/2024 001-39011 10.25 Form of Registration Rights Agreement by and between Exicure, Inc. and SangSangIn Investment & Securities Co., Ltd. 8-K (Exhibit 10.2) 12/11/2024 001-39011 10.26 Common Stock Purchase Agreement, dated February 14, 2025, by and between Exicure, Inc. and Shin Chang Partners and RMS0718 Co., Ltd. 8-K (Exhibit 10.1) 2/21/2025 001-39011 10.27 Registration Rights Agreement by and between Exicure, Inc. and Shin Chang Partners and RMS0718 Co., Ltd. 8-K (Exhibit 10.2) 2/21/2025 001-39011 10.28 Convertible Bond Agreement, dated April 30, 2025, between KC Creation Co. Ltd. and Exicure, Inc. 8-K (Exhibit 10.1) 5/6/2025 001-39011 10.29+ First Amendment to Employment Agreement between Exicure, Inc. and Andy Yoo, dated as of April 1, 2025 8-K (Exhibit 10.1) 6/10/2025 001-39011 10.30+ First Amendment to Employment Agreement between Exicure, Inc. and Seung Ik Baik, dated as of April 1, 2025 8-K (Exhibit 10.2) 6/10/2025 001-39011 10.31 Consulting Agreement by and between the Company and Alta Companies Ltd., dated February 27, 2025 10-Q (Exhibit 10.5) 6/27/2025 001-39011 10.32 License and Collaboration Agreement, dated January 19, 2025, between the Company and GPCR 10-Q (Exhibit 10.2) 6/27/2025 001-39011 10.33 Share Purchase Agreement, dated January 19, 2025, between the Company and GPCR 10-Q (Exhibit 10.1) 6/27/2025 001-39011 10.34+ Executive Services Agreement between the Company and InnoCircle Advisors Inc. X 16.1 Letter from Marcum dated April 14, 2025 8-K (Exhibit 16.1) 4/14/2025 001-39011 19.1 Insider trading policies and procedures X 21.1 Subsidiaries of Exicure, Inc. 10-K (Exhibit 21.1) 3/25/2022 001-39011 22.1 Consent of CBIZ CPAs P.C., independent registered public accounting firm. X 23.1 Consent of Marcum LLP, independent registered public accounting firm. X 84 Table of Contents 24.1 Power of Attorney (included on the signature page hereto). X 31.1 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1** Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 97 Compensation Recoupment Policy X 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X + Indicates a management contract or compensatory plan. * Indicates that portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. ** This certification is not deemed filed with the SEC and is not to be incorporated by reference into any filing of Exicure, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of such Form 10-K), irrespective of any general incorporation language contained in such filing. Item 16. Form 10-K Summary. None. 85 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on March 25, 2026. EXICURE, INC. By: /s/ Jung Soo Kim Jung Soo Kim Chief Executive Officer By: /s/ Gyuyeob Lee Gyuyeob Lee Chief Financial Officer By: /s/ Joshua Miller Joshua Miller Chief Accounting Officer 86 Table of Contents POWER OF ATTORNEY We, the undersigned directors and officers of Exicure, Inc., hereby severally constitute and appoint Jung Soo Kim and Gyuyeob Lee, and each of them singly, our true and lawful attorneys-in-fact, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys-in-fact, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney. This Power of Attorney does not revoke any power of attorney previously granted by the undersigned, or any of them. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE /s/ Jung Soo Kim President, Chief Executive Officer, and Director ( Principal Executive Officer) March 25, 2026 Jung Soo Kim /s/ Gyuyeob Lee Chief Financial Officer ( Principal Financial Officer) March 25, 2026 Gyuyeob Lee /s/ Joshua Miller Chief Accounting Officer ( Principal Accounting Officer) March 25, 2026 Joshua Miller /s/ Dongho Lee Director March 25, 2026 Dongho Lee /s/ Sangjin Yeo Director March 25, 2026 Sangjin Yeo /s/ Jung Kyu Ham Director March 25, 2026 Jung Kyu Ham /s/ Gyeung Seog Cheon Director March 25, 2026 Gyeung Seog Cheon 87