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What changed in EXICURE, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of EXICURE, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+177 added−171 removedSource: 10-K (2026-03-25) vs 10-K (2024-12-31)

Top changes in EXICURE, INC.'s 2025 10-K

177 paragraphs added · 171 removed · 108 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

17 edited+9 added−2 removed19 unchanged
Biggest changeOn January 28, 2024, we entered into a patent license agreement (the “Patent License Agreement”) to develop cavrotolimod for potential treatment for hepatitis with Bluejay Therapeutics, Inc. (“Bluejay”), a private clinical stage biopharmaceutical company. Under the terms of the Patent License Agreement, Bluejay will receive an exclusive license in the field of hepatitis to all of the Company’s relevant patents.
Biggest change(“Bluejay”), a private clinical stage biopharmaceutical company. Under the terms of the Patent License Agreement, Bluejay will receive an exclusive license in the field of hepatitis to all of the Company’s relevant patents. In September 2024, we entered into an asset 7 Table of Contents purchase agreement (the “Asset Purchase Agreement”) with Flashpoint Therapeutics, Inc.
Following the purchase agreement, any value we may generate from our historical biotechnology intellectual property and other assets will be primarily through royalties and license fees that we may receive in the future under the purchase agreement. However, whether we receive any royalties or licenses fees, and the amounts and timing thereof, are uncertain and out of our control.
Following this purchase agreement, any value we may generate from our historical biotechnology intellectual property and other assets will be primarily through royalties and license fees that we may receive in the future under the purchase agreement. However, whether we receive any royalties or licenses fees, and the amounts and timing thereof, are uncertain and out of our control.
In the second quarter, we recognized other income of $637,000 from the sale of our samples related to the licensed product. In the third quarter, we sold our historical biotechnology intellectual property and other assets (including the licensing agreement described above) pursuant to the purchase agreement and recognized other income of $1,500,000.
In the second quarter of 2024, we recognized other income of $637,000 from the sale of our samples related to the licensed product. In the third quarter of 2024, we sold our historical biotechnology intellectual property and other assets (including the licensing agreement described above) pursuant to the purchase agreement and recognized other income of $1,500,000.
Our Intellectual Property In our historical business, we built an intellectual property portfolio relating to our prior therapeutic candidates and our SNA technology platform. We have a patent portfolio that includes pending patent applications and issued patents in the United States and in foreign countries.
Our Intellectual Property In our historical business, we built an intellectual property portfolio relating to our prior therapeutic candidates and our SNA technology platform. We had a patent portfolio that includes pending patent applications and issued patents in the United States and in foreign countries.
AuraSense Therapeutics, LLC was subsequently converted into AuraSense Therapeutics, Inc., a Delaware corporation, on July 9, 2015, and changed its name on the same date to Exicure, Inc. Immediately after giving effect to the Merger and the initial closing of a private placement transaction on September 26, 2017, the business of Exicure OpCo became our business.
AuraSense Therapeutics, LLC was subsequently converted into AuraSense Therapeutics, Inc., a Delaware 8 Table of Contents corporation, on July 9, 2015, and changed its name on the same date to Exicure, Inc. Immediately after giving effect to the Merger and the initial closing of a private placement transaction on September 26, 2017, the business of Exicure OpCo became our business.
In addition, the SEC maintains a web site (http://www.sec.gov) that contains material regarding issuers that file electronically, such as ourselves, with the SEC. 8 Table of Contents We maintain a website at www.exicuretx.com, to which we regularly post copies of our press releases as well as additional information about us.
In addition, the SEC maintains a web site (http://www.sec.gov) that contains material regarding issuers that file electronically, such as ourselves, with the SEC. We maintain a website at www.exicuretx.com, to which we regularly post copies of our press releases as well as additional information about us.
Employees As of December 31, 2024, we had seven full time employees which were engaged in finance and general management activities after the wind down of our research and development programs. We have no collective bargaining agreement with our employees and we have not experienced any work stoppages. We consider our relations with our employees to be good.
Employees As of December 31, 2025, we had eight full time employees which were engaged in finance and general management activities after the wind down of our research and development programs. We have no collective bargaining agreement with our employees and we have not experienced any work stoppages. We consider our relations with our employees to be good.
Our corporate headquarters are located at 400 Seaport Court, Suite 102, Redwood City, California 94063, and our telephone number is (847) 673-1700.
Our corporate headquarters are located at 400 Seaport Court, Suite 102, Redwood City, California 94063, and our telephone number is (847) 673-1707.
Many of our competitors had significantly greater financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals and 7 Table of Contents marketing approved products than we do.
Many of our competitors had significantly greater financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved products than we do.
The assets sold to Flashpoint pursuant to the Asset Purchase Agreement consisted of our historical biotechnology intellectual property and other assets and included our spherical nucleic acid-related technology, research and development programs, and clinical assets. As a result of this sale of our assets, we no longer own any intellectual property.
(“Flashpoint”), pursuant to which we agreed to sell certain assets to Flashpoint. The assets sold to Flashpoint pursuant to the Asset Purchase Agreement consisted of our historical biotechnology intellectual property and other assets and included our spherical nucleic acid-related technology, research and development programs, and clinical assets.
As of March 12, 2025, HiTron beneficially owns 53% of the outstanding shares of Common Stock based on information available to the Company. 6 Table of Contents GPCR Share Purchase Agreement On January 19, 2025, we entered into a Share Purchase Agreement with GPCR Therapeutics Inc, a Korean corporation, (“GPCR”) pursuant to which we acquired from GPCR all of the issued and outstanding equity securities of GPCR Therapeutics USA Inc., a California corporation (“GPCR USA”).
On January 19, 2025, we entered into a share purchase agreement (the “Share Purchase Agreement”) with GPCR Therapeutics Inc, a Korean corporation, (“GPCR”), pursuant to which the Company acquired from GPCR all of the issued and outstanding equity securities of its then-subsidiary, GPCR Therapeutics USA Inc., a California corporation (“GPCR USA”).
Manufacturing and Supply We do not currently own or operate manufacturing facilities. Following our restructuring in September 2022, we currently do not have any manufacturing or supply needs. Competition In our historical operations, we faced competition at the technology and therapeutic indication levels from both large and small biotechnology companies, academic institutions, government agencies and public and private research institutions.
Competition In our historical operations, we faced competition at the technology and therapeutic indication levels from both large and small biotechnology companies, academic institutions, government agencies and public and private research institutions.
In the past, our portfolio included patents licensed from Northwestern University under two separate license agreements related to SNA technology, as well as owned patents. Our licenses from Northwestern University were terminated in 2023, but we continue to own numerous issued patents and pending patent applications.
In the past, our portfolio included patents licensed from Northwestern University under two separate license agreements related to SNA technology, as well as owned patents. Our licenses from Northwestern University were terminated in 2023. In January 2024, we entered into a patent license agreement (the “Patent License Agreement”) to develop cavrotolimod for potential treatment for hepatitis with Bluejay Therapeutics, Inc.
The sale of shares under the Subsequent Common Stock Purchase Agreement closed on December 24, 2024.
The sale of shares under the Subsequent Common Stock Purchase Agreement closed on December 24, 2024. As of March 17, 2026, HiTron beneficially owns 25% of the outstanding shares of Common Stock based on information available to the Company.
Recent Developments Change of Control Effective as of November 12, 2024, we entered into a common stock purchase agreement (the “Initial Common Stock Purchase Agreement”) with HiTron Systems Inc.
However, Management decided to sell this subsidiary on November 24, 2025, see additional information on this sale below. Recent Developments Significant Stockholder Effective as of November 12, 2024, we entered into a common stock purchase agreement (the “Initial Common Stock Purchase Agreement”) with Exicure HiTron Inc.
These efforts may be focused in Asia where its significant investors and board members have relationships and business connections, although domestic transactions will also be considered. Transactions that may be explored could include acquisitions of other businesses or investments.
The board of directors will consider any promising transactions that it believes can create value for stockholders, including in industries unrelated to our historical operations. These efforts may be focused in Asia where its significant investors and board members have relationships and business connections, although domestic transactions will also be considered.
Current Focus We currently expect to focus our efforts on the following: • explore growth through acquisitions and transactions with potential partners that see opportunity in joining an existing, publicly-traded organization. The board of directors will consider any promising transactions that it believes can create value for stockholders, including in industries unrelated to our historical operations.
The Company became compliant upon filing its Form 10-Q for the period ended March 31, 2025 on June 27, 2025 Current Focus We currently expect to focus our efforts on the following: • explore growth through acquisitions and transactions with potential partners that see opportunity in joining an existing, publicly-traded organization.
Removed
While the foregoing efforts are continuing, with respect to our historical assets, we do not expect they will generate significant value for stockholders. Therefore, we are engaging in a broader exploration of strategic alternatives. We obtained significant financing late in 2024 in order to continue operations and our exploration of strategic alternatives and consummate any transactions that we may identify.
Added
We continue 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.
Removed
In September 2024, we entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Flashpoint Therapeutics, Inc. (“Flashpoint”), pursuant to which we agreed to sell certain assets to Flashpoint.
Added
The 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.
Added
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.
Added
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.
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In accordance with the terms of the License and Collaboration Agreement, we intend to make a milestone payment of $1,000,000 to GPCR in the form of shares of our common stock 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.
Added
It was established based on potential 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 6 Table of Contents entertainment content.
Added
Nasdaq Listing Requirements Compliance On May 21, 2025, the Company received a delinquency notification from Nasdaq that it had not filed its Form 10-Q for the period ended March 31, 2025.
Added
Transactions that may be explored could include acquisitions of other businesses or investments.
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As a result of this sale of our assets, we no longer own any intellectual property. Manufacturing and Supply We do not currently own or operate manufacturing facilities. Following our restructuring in September 2022, we currently do not have any manufacturing or supply needs.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

43 edited+15 added−21 removed83 unchanged
Biggest changeThe market price for our common stock may be influenced by a variety of factors, including the other risks described in this section titled “Risk Factors” and the following: • our ability or inability to raise additional capital and the terms on which we raise it; • the development, execution and announcement of any proposed strategic alternative; • investors may react negatively to our controlled status and the influence of our controlling stockholder or our reconstituted board and/or our uncertain business strategy; • strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy; • we are unable to achieve the perceived benefits of our Company as rapidly or to the extent anticipated by financial or industry analysts; and • changes in general economic, industry, political and market conditions, including, but not limited to, the ongoing impact of the COVID-19 pandemic. • our ability to avoid suspension and/or delisting of our common stock by Nasdaq.
Biggest changeThe market price for our common stock may be influenced by a variety of factors, including the other risks described in this section titled “Risk Factors” and the following: • our ability or inability to raise additional capital and the terms on which we raise it; • the development, execution and announcement of any proposed strategic alternative; • investors may react negatively to the influence of our significant stockholders and/or our reconstituted board and/or the uncertainty in our business strategy; • strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy; • we are unable to achieve the perceived benefits of our Company as rapidly or to the extent anticipated by financial or industry analysts; • changes in general economic, industry, political and market conditions, including, but not limited to, a potential shutdown of the US federal government; and • our ability to avoid suspension and/or delisting of our common stock by Nasdaq. 16 Table of Contents In addition, the stock markets in general, and the markets for pharmaceutical and biotechnology stocks in particular, have experienced extreme volatility that has been often unrelated to the operating performance of the issuer.
In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, or DGCL, which prohibits stockholders owning in excess of 15% of the outstanding combined organization voting stock from merging or combining with the combined organization.
In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of Delaware General Corporation Law, or DGCL, which prohibits stockholders owning in excess of 15% of the outstanding combined organization voting stock from merging or combining with the combined organization.
If Nasdaq suspends or delists our securities from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant negative consequences including: • limited availability of market quotations and liquidity for our securities; • a determination that the common stock is a “penny stock” which would require brokers trading in the common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of common stock; • a limited amount of analyst coverage, if any; and • a decreased ability to issue additional securities or obtain additional financing in the future.
If Nasdaq suspends or delists our securities from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant negative consequences including, but not limited to: • limited availability of market quotations and liquidity for our securities; • a determination that the common stock is a “penny stock” which would require brokers trading in the common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of common stock; • a limited amount of analyst coverage, if any; and • a decreased ability to issue additional securities or obtain additional financing in the future.
To the extent that any disruption, security breach or unauthorized or inappropriate use or access to our systems were to result in a loss of or damage to our data, or inappropriate disclosure of confidential or proprietary information, including but not limited to patient, employee or vendor information, we could incur notification obligations to affected individuals and government agencies, liability, including potential lawsuits from patients, collaborators, employees, stockholders or other third parties and liability 14 Table of Contents under foreign, federal and state laws that protect the privacy and security of personal information, and the development and potential commercialization of our therapeutic candidates could be delayed.
To the extent that any disruption, security breach or unauthorized or inappropriate use or access to our systems were to result in a loss of or damage to our data, or inappropriate disclosure of confidential or proprietary information, including but not limited to patient, employee or vendor information, we could incur notification obligations to affected individuals and government agencies, liability, including potential lawsuits from patients, collaborators, employees, stockholders or other third parties and liability under foreign, federal and state laws that protect the privacy and security of personal information, and the development and potential commercialization of our therapeutic candidates could be delayed.
Our ability to continue as a going concern will require us to obtain additional funding. Based on our current operating plans and existing working capital at December 31, 2024, our current liquidity is not sufficient to continue to fund operations. As a result, there is substantial doubt about our ability to continue as a going concern.
Our ability to continue as a going concern will require us to obtain additional funding. Based on our current operating plans and existing working capital at December 31, 2025, our current liquidity is not sufficient to continue to fund operations. As a result, there is substantial doubt about our ability to continue as a going concern.
Additionally, it is possible we could pursue strategic or financing transactions with our controlling stockholders or their affiliates. The interests of the controlling stockholders and other stockholders would diverge in this case, and the lack of an independent board to evaluate such a transaction could adversely impact other stockholders.
Additionally, it is possible we could pursue strategic or financing transactions with our significant stockholders or their affiliates. The interests of the significant stockholders and other stockholders would diverge in this case, and the lack of an independent board to evaluate such a transaction could adversely impact other stockholders.
However, while we remain a non-accelerated filer, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. During the evaluation and testing process, we identified material weaknesses as described under Part II, Item 9 of this Form 10-K.
However, while we remain a non-accelerated filer, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. 14 Table of Contents During the evaluation and testing process, we identified material weaknesses as described under Part II, Item 9 of this Form 10-K.
In addition, should the interest or interests of our controlling stockholders differ from those of other stockholders, the other stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance rules for Nasdaq-listed companies.
In addition, should the interest or interests of our significant stockholders differ from those of other stockholders, the other stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance rules for Nasdaq-listed companies.
If 19 Table of Contents these FINRA requirements are applicable to us or our securities, which we believe they are, they may make it more difficult for broker-dealers to recommend that at least some of their customers buy our common stock, which may limit the ability of our stockholders to buy and sell our common stock and could have an adverse effect on the market for and price of our common stock.
If these FINRA requirements are applicable to us or our securities, which we believe they are, they may make it more difficult for broker-dealers to recommend that at least some of their customers buy our common stock, which may limit the ability of our stockholders to buy and sell our common stock and could have an adverse effect on the market for and price of our common stock.
Our future financial performance and condition are substantially dependent on the results of our ongoing exploration of strategic alternatives, and we cannot predict whether we will be successful. 13 Table of Contents Our internal computer systems, or those of contractors or consultants, may fail or suffer security breaches, which could result in a material disruption of our therapeutic development programs.
Our future financial performance and condition are substantially dependent on the results of our ongoing exploration of strategic alternatives, and we cannot predict whether we will be successful. Our internal computer systems, or those of contractors or consultants, may fail or suffer security breaches, which could result in a material disruption of our therapeutic development programs.
As of December 31, 2023, we determined that we ceased operations of our historical business enterprise which subjects us to a zero limitation as defined under IRC Section 382(c). Therefore, we are restricted in our ability to use any of the historical net operating losses that occurred before the most recent ownership change in the fourth quarter of 2022.
As of December 31, 2023, we determined that we ceased operations of our historical business enterprise which subjects us to a zero limitation as defined under IRC Section 382(c). Therefore, we are restricted in our ability to use any of the historical net operating losses that occurred before the prior ownership change in the fourth quarter of 2022.
If we are unable to adequately address these concerns in the near term and earn the confidence of potential investors and/or business partners, our prospects and financial condition would be adversely impacted. Our consolidated financial statements have been prepared assuming that we will continue as a going concern.
If we are unable to adequately address these concerns in the near term and earn the confidence of potential investors and/or business partners, our prospects and financial condition would be adversely impacted. 11 Table of Contents Our consolidated financial statements have been prepared assuming that we will continue as a going concern.
Although we are making significant efforts to maintain the security and integrity of our information systems and are exploring various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging.
Although we are making significant efforts to maintain the security and integrity of our information systems and are exploring various measures to manage the risk of a security breach or disruption, there can be no 13 Table of Contents assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging.
These broad market and industry factors, such as those related to the COVID-19 pandemic, Russia’s invasion of Ukraine, and the Israel/Hamas war and retaliatory actions taken by the United States, NATO and others, may seriously harm the market price of our common stock, regardless of our operating performance.
These broad market and industry factors, such as those related to Russia’s invasion of Ukraine, and the Israel/Hamas war and retaliatory actions taken by the United States, NATO and others, may seriously harm the market price of our common stock, regardless of our operating performance.
If we are unable to successfully exercise our redemption right we may be unable to obtain any or all of the redemption price under such convertible notes, or otherwise recognize value from such convertible notes, which may adversely impact our financial condition and prospects.
If we are unable to successfully exercise our redemption right we may be unable to obtain any or all of the redemption price under such convertible notes, or otherwise recognize 10 Table of Contents value from such convertible notes, which may adversely impact our financial condition and prospects.
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.
Because of the NUBIL, certain deductions recognized during the five-year period 18 Table of Contents 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.
Refer to Note 4 - Investment in Convertible Notes Receivable for more details. We attempted to redeem the investment in convertible notes receivable during 2024. However, the issuer of such convertible notes appears to have closed its operations and has not responded to our redemption requests.
Refer to Note 2 - Significant Accounting Policies for more details. We attempted to redeem the investment in convertible notes receivable during 2024. However, the issuer of such convertible notes appears to have closed its operations and has not responded to our redemption requests.
Any such required additional capital may not be available on reasonable terms, if at all, due to a variety of factors, including uncertainty about the future direction of the Company and investor reaction to our new controlling stockholders and board and management composition, as well as broader conditions in the economy and capital markets, including recent volatility caused by inflation, questions about bank stability and other factors.
Any such required additional capital may not be available on reasonable terms, if at all, due to a variety of factors, including uncertainty about the future direction of the Company and investor reaction to our significant stockholders and board and management composition, as well as broader conditions in the economy and capital markets, including recent volatility caused by inflation, questions about bank stability, potential shutdown of the US federal government and other factors.
Obtaining additional financing contains risks, including: • additional equity financing may not be available to us on satisfactory terms and any equity we are able to issue could lead to dilution for current stockholders; • loans or other debt instruments may have terms and/or conditions, such as interest rate, restrictive covenants and control or revocation provisions; • the current environment in capital markets combined with our capital constraints may prevent us from being able to obtain adequate debt financing; and • if we fail to obtain required additional financing to grow our business we may need to seek bankruptcy protection in the near term. 11 Table of Contents Our common stock may be delisted from Nasdaq which could negatively impact the price of our common stock, liquidity and our ability to access the capital markets.
Obtaining additional financing contains risks, including: • additional equity financing may not be available to us on satisfactory terms and any equity we are able to issue could lead to dilution for current stockholders; • loans or other debt instruments may have terms and/or conditions, such as interest rate, restrictive covenants and control or revocation provisions; • the current environment in capital markets combined with our capital constraints may prevent us from being able to obtain adequate debt financing; and • if we fail to obtain required additional financing to grow our business we may need to seek bankruptcy protection in the near term.
This could deter investment in the Company and adversely impact our stock price and ability to obtain financing. These impacts may be more pronounced in the near term as investors assess the direction of the Company under the control of CBI USA and DGP and the actions of the new board and management.
This could deter investment in the Company and adversely impact our stock price and ability to obtain financing. These impacts may be more pronounced in the near term as investors assess the direction of the Company under the significant influence of HiTron, CBI USA and DGP.
We will continue our redemption attempts, however, it is unlikely these investments will ever be redeemed. 10 Table of Contents Our controlling stockholders, executive officers and members of our board, have limited experience controlling or governing a public company operating in the United States status. Our controlling stockholders have not previously controlled a U.S. public company.
We will continue our redemption attempts, however, it is unlikely these investments will ever be redeemed. Our executive officers and members of our board, have limited experience controlling or governing a public company operating in the United States status.
We have had significant operating losses since our inception. As of December 31, 2024, we have generated an accumulated deficit of $218.1 million, including $18,837 of additional paid-in capital reclassed to accumulated deficit upon C-corporation conversion. For the years ended December 31, 2024 and 2023, our net loss was $9.7 million and $16.9 million, respectively.
We have had significant operating 12 Table of Contents losses since our inception. As of December 31, 2025, we have generated an accumulated deficit of $223.0 million, including $18,837 of additional paid-in capital reclassed to accumulated deficit upon C-corporation conversion. For the years ended December 31, 2025 and 2024, our net loss was $4.9 million and $9.7 million, respectively.
Given our urgent need for additional funding and/or to complete a strategic transaction, it is imperative that our controlling stockholders and our board and management earn the confidence of investors and potential partners in the near term and there is no assurance this will occur.
Potential partners considering engaging in a strategic transaction with the Company could have similar concerns. Given our urgent need for additional funding and/or to complete a strategic transaction, it is imperative that our significant stockholders and our board and management earn the confidence of investors and potential partners in the near term and there is no assurance this will occur.
Our securities may be at that time delisted from Nasdaq. Even though we regained compliance with Nasdaq’s listing requirements, there can be no assurance that we will remain in compliance with Nasdaq’s requirements and will not be delisted in the future.
Even though we regained compliance with Nasdaq’s listing requirements, there can be no assurance that we will remain in compliance with Nasdaq’s requirements and will not be delisted in the future.
Furthermore, Section 22 of the Securities Act of 1933, as amended, or the Securities Act, creates concurrent jurisdiction for federal and state courts over all Securities Act actions.
Furthermore, Section 22 of the Securities Act of 1933, as amended, or the Securities Act, creates concurrent jurisdiction for federal and state courts over all Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims.
Accordingly, both state and federal courts have jurisdiction to entertain such claims. 18 Table of Contents Our amended and restated certificate of incorporation also provides that any person purchasing or otherwise acquiring any interest in any shares of our common stock shall be deemed to have notice of and to have consented to this provision of our amended and restated certificate of incorporation.
Our amended and restated certificate of incorporation also provides that any person purchasing or otherwise acquiring any interest in any shares of our common stock shall be deemed to have notice of and to have consented to this provision of our amended and restated certificate of incorporation.
Turnover of our board and senior management, and any inability to attract and retain qualified management and other key personnel, could impair our ability to implement our business plan. As we continue our exploration of strategic alternatives, and potentially pursue transactions involving new business lines or industries, we may experience additional turnover in our board and senior management.
As we continue our exploration of strategic alternatives, and potentially pursue transactions involving new business lines or industries, we may experience additional turnover in our board and senior management.
Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove then-current management by making it more difficult for stockholders to replace members of the Board, which is responsible for appointing the members of management. 17 Table of Contents Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
If we are unable to assert that our internal control over financial reporting is effective, investors could lose confidence in the reliability of our financial statements, the market price of our stock could decline and we could be subject to sanctions or investigations by The Nasdaq Capital Market, the SEC or other regulatory authorities. 15 Table of Contents The restatement of our prior quarterly financial statements may affect stockholder and investor confidence in us or harm our reputation, and may subject us to additional risks and uncertainties, including increased costs and the increased possibility of legal proceedings and regulatory inquiries, sanctions or investigations.
If we are unable to assert that our internal control over financial reporting is effective, investors could lose confidence in the reliability of our financial statements, the market price of our stock could decline and we could be subject to sanctions or investigations by The Nasdaq Capital Market, the SEC or other regulatory authorities.
Future issuances of our common stock or other equity securities, or the perception that such sales may occur, could adversely affect the prevailing market price of our common stock and impair our ability to raise capital through future offerings of equity or equity-linked securities. 17 Table of Contents We cannot be certain if the reduced reporting requirements applicable to us will make our common stock less attractive to investors.
Future issuances of our common stock or other equity securities, or the perception that such sales may occur, could adversely affect the prevailing market price of our common stock and impair our ability to raise capital through future offerings of equity or equity-linked securities.
Our common stock is currently listed on Nasdaq under the symbol “XCUR.” As previously disclosed, we have received numerous deficiency notices with respect to various Nasdaq listing requirements in the past year and recently received a delisting determination from the Nasdaq staff.
Our common stock may be delisted from Nasdaq which could negatively impact the price of our common stock, liquidity and our ability to access the capital markets. Our common stock is currently listed on Nasdaq under the symbol “XCUR.” As previously disclosed, we have received numerous deficiency notices with respect to various Nasdaq listing requirements in the past years.
Item 1A. Risk Factors. In addition to other information contained in this Annual Report on Form 10-K, the following risks should be considered in evaluating our business and future prospects and an investment in our common stock. The risks and uncertainties described below are not the only ones we face.
Item 1A. Risk Factors. In addition to other information contained in this Annual Report on Form 10-K, the following risks should be considered in evaluating our business and future prospects and an investment in our common stock. These disclosures reflect our beliefs and opinions as to factors that could materially and adversely affect us and our securities in the future.
In addition, there are significant uncertainties as to how our controlled status, transitional state of operations, financial condition and related matters will impact our ability to attract the necessary personnel and manage these succession risks.
In addition, there are significant uncertainties as to how our transitional state of operations, financial condition and related matters will impact our ability to attract the necessary personnel and manage these succession risks. Depending on the circumstances of any management departures, it is also possible that we will be required to pay significant severance, adversely impacting our financial condition.
The GDPR imposes additional responsibility and liability in relation to our processing of personal data. This may be onerous and we may be unsuccessful in implementing all measures required by data protection authorities or courts in interpretation of the GDPR, which may materially adversely affect our business, financial condition, results of operations and prospects.
This may be onerous and we may be unsuccessful in implementing all measures required by data protection authorities or courts in interpretation of the GDPR, which may materially adversely affect our business, financial condition, results of operations and prospects. 15 Table of Contents Risks Related to Ownership of Our Common Stock The influence of our significant stockholders could make our Common Stock less attractive to some investors or otherwise harm the trading price of our Common Stock.
This could make it difficult to ensure that we comply with all applicable laws and stock exchange requirements, maintains adequate internal and disclosure controls and appropriately assesses and manages risk.
No members of our board of directors nor our chief executive officer nor chief financial officer have experience serving as directors or management of a U.S. publicly traded company. This could make it difficult to ensure that we comply with all applicable laws and stock exchange requirements, maintains adequate internal and disclosure controls and appropriately assesses and manages risk.
Management identified material weaknesses in the Company’s internal control over financial reporting and restated its first quarter and second quarter unaudited interim condensed consolidated via Forms 10-Q/A. As a result of the restatement, we have incurred, and may continue to incur, unanticipated costs for accounting and legal fees in connection with, or related to, such restatement.
Management identified material weaknesses in the Company’s internal control over financial reporting and restated its unaudited interim condensed consolidated financial statements for the first quarter and second quarter of 2023 via Forms 10-Q/A filed in June 2024.
(“DGP”), also Korean companies, collectively own approximately 9% of outstanding Common Stock and exercise significant influence over us. We previously had been a “controlled company” under the corporate governance rules for Nasdaq-listed companies. We obtained a majority independent board based on the phase-in requirements for companies after they lose “controlled company” status.
HiTron beneficially owns approximately 25% of the outstanding shares of Common Stock and exercises significant influence over us. CBI USA, Inc. (“CBI USA”) and DGP Co., Ltd. (“DGP”), also Korean companies, collectively own approximately 10% of outstanding Common Stock. We previously had been a “controlled company” under the corporate governance rules for Nasdaq-listed companies.
These conflicts of interest (or the perception that they could occur) might adversely affect our business and prospects for obtaining financing or completing a strategic transaction. 16 Table of Contents For so long as CBI USA and DGP own a significant stake, they (and/or their transferees) will have substantial control over the elections of our directors and to approve any other corporate action requiring the affirmative vote of holders of a majority of the outstanding shares of our Common Stock.
For so long as HiTron owns a significant stake in the Company, they (and/or their transferees) will have substantial influence over the elections of our directors and the approval of any other corporate action requiring the affirmative vote of holders of a majority of the outstanding shares of our Common Stock.
Our current operations are concentrated in one location and any events affecting this location may have material adverse consequences. Our current operations are located in our facilities situated in Chicago, Illinois.
Our current operations are concentrated in one location and any events affecting this location may have material adverse consequences. Our current operations are located in our facilities situated in Redwood City, California. On January 29, 2026, we received a payment demand letter and notice of default from Dren Bio Management, Inc.
We were an “emerging growth company” as defined in the JOBS Act until December 31, 2023.
We cannot be certain if the reduced reporting requirements applicable to us will make our common stock less attractive to investors. We were an “emerging growth company” as defined in the JOBS Act until December 31, 2023.
Our existing cash and cash equivalents are sufficient for us to continue to fund our business operations for at least the next 12 months.
As of December 31, 2025, our existing cash and cash equivalents were approximately $3.7 million. Our current liquidity may not be sufficient to fund operations for the next 12 months.
Depending on the circumstances of any management departures, it is also possible that we will be required to pay significant severance, adversely impacting our financial condition. Our need to raise capital and engage with potential partners in strategic transactions magnify these risks.
Our need to raise capital and engage with potential partners in strategic transactions magnify these risks.
Due to the recent change in control, the majority of our board members and management are directly affiliated with HiTron. Investors may be hesitant to invest in the Company given the influence of HiTron, CBI and DGP.
We obtained a majority independent board based on the phase-in requirements for companies after they lose “controlled company” status. Investors may be hesitant to invest in the Company given the influence of HiTron, CBI and DGP.
Removed
In addition, no members of our board of directors nor our chief executive officer nor chief financial officer have experience serving as directors or management of a U.S. publicly traded company.
Added
References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future. The risks and uncertainties described below are not the only ones we face.
Removed
These related to: • compliance with Nasdaq’s minimum bid price rule due to our common stock trading below $1.00 for a sustained period of time. We effected a one-for-thirty reverse stock split on June 29, 2022 in order to attempt to raise the stock price.
Added
Turnover of our board and senior management, and any inability to attract and retain qualified management and other key personnel, could impair our ability to implement our business plan. We have recently made significant changes in the composition of our board of directors and senior management.
Removed
On September 13, 2023, we received a delinquency notification that the closing bid price of our common stock traded below $1.00 for the previous 30 consecutive business days. We effected a one-for-five reverse stock split on August 27, 2024 in order to attempt to raise the stock price.
Added
On February 6, 2026, following the resignation of Andy Yoo, Seung Ik Baik, and Aejin Hwang as members of our board of directors, our board of directors appointed (i) Jung Kyu Ham, (ii) Jung Soo Kim, and (iii) Gyeung Seog Cheon as members of our board of directors, effective February 9, 2026, to serve, until a successor has been duly elected and qualified or until an earlier death, resignation or removal, as directors of the Company.
Removed
On September 13, 2024, we received a letter received from Nasdaq noting it met the closing bid price requirement; • compliance with Nasdaq’s rule requiring stockholders’ equity of at least $2,500,000 based on our balance sheet as of December 31, 2024. We were not in compliance with this requirement based on its September 30, 2024 balance sheet.
Added
Messrs. Jung Kyu Ham, Jung Soo Kim and Gyeung Seog Cheon will serve as Class III, Class I, and Class II directors of the Company for a term expiring at our 2026, 2027, and 2028 annual meeting of stockholders, respectively.
Removed
We believe we are in compliance with this requirement based on our December 31, 2024 balance sheet and expects to be in compliance going forward; • compliance with Nasdaq’s corporate governance requirements with respect to board and committee composition. We have received numerous deficiency notifications with respect to these requirements in the past year.
Added
Effective as of February 11, 2026, our board of directors appointed Jung Soo Kim as the Chief Executive Officer and President of the Company and appointed Gyuyeob Lee as the Interim Chief Financial Officer and Secretary of the Company.
Removed
Although we are currently in compliance, there can be no assurance we will remain in compliance; • compliance with Nasdaq’s requirement to hold an annual meeting. On January 11, 2024, Nasdaq notified us that we did not comply with listing requirements by not holding an annual meeting in 2023.
Added
These appointments replaced Andy Yoo, who resigned as Chief Executive Officer and President of the Company, and Seung Ik Baik, who resigned as Chief Financial Officer and Secretary of the Company, each effective February 9, 2026. The recent transition of our board of directors and senior management may create uncertainty regarding our strategic direction, business priorities and corporate governance.
Removed
We held our combined 2023 and 2024 annual meeting on June 28, 2024; • on April 17, 2024, we received a delinquency notification as we had not filed our Annual Report Form 10-K for the year ended December 31, 2023.
Added
In addition, new directors and executives may take time to become familiar with our business, operations and internal processes. During this transition period, our ability to effectively execute our business strategy, maintain continuity in our operations and implement key initiatives may be adversely affected.
Removed
The extended deadline for compliance was established by Nasdaq at May 20, 2024, the same deadline for our Form 10-Q for the quarter ended September 30, 2023.
Added
Most recently, on May 21, 2025, the Company received a delinquency notification from Nasdaq that it had not filed its Form 10-Q for the period ended March 31, 2025. The Company became compliant upon filing its Form 10-Q for the period ended March 31, 2025 on June 27, 2025.
Removed
The Annual Report Form 10-K for the year ended December 31, 2023 was filed on June 6, 2024; • although we filed our Form 10-Q for the quarter ended September 30, 2023 prior to the extended deadline of May 20, 2024, on May 21, 2024, we received a delisting determination from the Nasdaq staff as a result of not filing our Annual Report Form 10-K by the May 20, 2024 deadline and failure to timely file our Form 10-Q for the quarter ended March 31, 2024 (which was subsequently filed on June 17, 2024).
Added
(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.
Removed
The staff’s delisting determination also noted the failure to hold our 2023 annual meeting as another basis of the delisting determination; • on May 28, 2024, we requested an appeal of the delisting determination to Nasdaq’s Hearings Panel (“Panel”), and the hearing took place on July 9, 2024.
Added
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 or in the alternative quit and deliver up possession of the premises.
Removed
On July 31, 2024, we received formal notice that the Panel determined to continue our listing subject to us evidencing compliance with all applicable criteria for continued listing on The Nasdaq Capital Market by September 16, 2024.
Added
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.
Removed
We received an additional extension to November 14, 2024 to satisfy the terms of the Panel’s decision and to ensure our continued listing on Nasdaq; • as we did not meet Nasdaq’s listing requirements as of September 30, 2024, we requested another extension by the Panel to demonstrate compliance and another extension was granted.
Added
The restatement of our prior quarterly financial statements may affect stockholder and investor confidence in us or harm our reputation, and may subject us to additional risks and uncertainties, including increased costs and the increased possibility of legal proceedings and regulatory inquiries, sanctions or investigations.
Removed
We thereafter presented our plan to regain compliance with the Equity Requirement to the Panel, subsequent to which the Panel ultimately granted us extensions through December 17, 2024 to do so; and • on December 20, 2024, we received a letter from Nasdaq confirming that, as of December 17, 2024, we meet all requirements for continued listing on Nasdaq as required by the Panel’s decision dated November 20, 2024.
Added
As a result of the restatement, we have incurred, and may continue to incur, unanticipated costs for accounting and legal fees in connection with, or related to, such restatement.
Removed
In accordance with the Panel’s decision, on December 17, 2024, we made public disclosure under 12 Table of Contents cover of a Form 8-K, describing the transactions undertaken by us to achieve compliance with Listing Rule 5550(b)(1) and stated affirmatively that as of that date, we believe we have stockholders’ equity above the $2.5 million requirement and provided a pro-forma balance sheet as of December 17, 2024.
Added
The GDPR imposes additional responsibility and liability in relation to our processing of personal data.
Removed
Pursuant to Listing Rule 5815(d)(4)(B), we will be subject to a Mandatory Panel Monitor for a period of one year from the date of Nasdaq’s letter.
Added
These conflicts of interest (or the perception that they could occur) might adversely affect our business and prospects for obtaining financing or completing a strategic transaction.
Removed
If, within that one-year monitoring period, the Nasdaq Listing Qualifications staff (the “Staff”) finds us again out of compliance with the $2.5 million Equity Rule that was the subject of the exception, notwithstanding Rule 5810(c)(2), we will not be permitted to provide the Staff with a plan of compliance with respect to that deficiency and the Staff will not be permitted to grant additional time for us to regain compliance with respect to that deficiency, nor will we be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3).
Removed
Instead, the Staff will issue a Delist Determination Letter and we will have an opportunity to request a new hearing with the initial Panel or a newly convened Panel if the initial Panel is unavailable. We will have the opportunity to respond/present to the Panel as provided by Listing Rule 5815(d)(4)(C).
Removed
Risks Related to Ownership of Our Common Stock The influence of our significant stockholders could make our Common Stock less attractive to some investors or otherwise harm the trading price of our Common Stock. HiTron beneficially owns approximately 53% of the outstanding shares of Common Stock. CBI USA, Inc. (“CBI USA”) and DGP Co., Ltd.
Removed
DGP’s recently announced agreement to sell its shares to a third party could also deter investment as it creates uncertainty as to the transferee’s intentions with respect to the Company. If DGP’s sale is completed, the third party transferee would become the Company’s largest stockholder. Potential partners considering engaging in a strategic transaction with the Company could have similar concerns.
Removed
In addition, the stock markets in general, and the markets for pharmaceutical and biotechnology stocks in particular, have experienced extreme volatility that has been often unrelated to the operating performance of the issuer.
Removed
In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove then-current management by making it more difficult for stockholders to replace members of the Board, which is responsible for appointing the members of management.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. Our corporate headquarters moved to Redwood City, California in January 2025. The Company was formerly located in Chicago, Illinois, where we leased approximately 30,000 square feet of space (the “Chicago Lease”). The Chicago Lease commenced on July 1, 2020, and expires on July 1, 2030.
Biggest changeThe Company was formerly located in Chicago, Illinois, where we leased approximately 30,000 square feet of space (the “Chicago Lease”). The Chicago Lease commenced on July 1, 2020, and expires on July 1, 2030. During 2023 and 2024, we subleased approximately 57% of the space through the expiration date.
Removed
During 2023 and 2024, we subleased approximately 57% of the space through the expiration date. In February 2025, the Company terminated the Chicago Lease and related sublease.
Added
Item 2. Properties. Our corporate headquarters moved to Redwood City, California in January 2025, this sublease expires in April 2026.
Added
On January 29, 2026, we received a payment demand letter and notice of default from 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.
Added
In February 2025, the Company terminated the Chicago Lease and related sublease. For additional information on the legal proceedings in connection with the sublease, see “Item 3 - Legal Proceedings.” 20 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeGiljohann, et al., Case No. 1:22-cv-01217; and Stourbridge Investments LLC v. Exicure, Inc. et al., Case No. 1:22-cv-00526. Complaints in these cases (collectively, the “Derivative Complaints”) assert, among other things, that the Company included false or misleading statements in its proxy statement for its 2021 Annual Meeting of Stockholders, also alleging certain breaches of fiduciary duties.
Biggest change(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 of Directors investigate certain allegations and commence proceedings on the Company’s behalf against certain of the Company’s current officers and directors for alleged breaches of fiduciary duties and corporate waste.
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 October 8, 2024, the court granted preliminary approval of the settlement in the securities class action and set a schedule for final approval proceedings, including a final approval hearing on January 13, 2025. On January 13, 2025, the court entered final judgment approving the settlement. The settlement described above will be fully covered by insurance.
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 million payment.
However, the settlement will include a reservation of rights by the insurers against the Company for the unsatisfied portion of its self-insured retainer. As a result, the Company recorded an accrual as of September 30, 2024 for the amount of the unsatisfied retainer, approximately $1.14 million.
As a result, the Company recorded an accrual as of September 30, 2024 for the amount of the unsatisfied retainer of approximately $1.1 million needed to bridge the $2.5 million retainer that the Company is liable for under its self- insured retention.
Item 3. Legal Proceedings. On December 13, 2021, Mark Colwell filed a putative securities class action lawsuit against the Company, David A. Giljohann and Brian C. Bock in the United States District Court for the Northern District of Illinois, captioned Colwell v. Exicure, Inc. et al., Case No. 1:21-cv-06637.
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”).
Removed
On February 4, 2021, plaintiff filed an amended putative securities class action complaint. On March 20, 2023, the court entered an order appointing James Mathew as lead plaintiff and Bleichmar Fonti & Auld LLP as lead counsel in the action pursuant to the Private Securities Litigation Reform Act of 1995.
Added
Item 3. Legal Proceedings. 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.
Removed
On May 26, 2023, lead plaintiff filed a second amended complaint against the Company, Dr. Giljohann, Mr. Bock, and Grant Corbett. The second amended complaint alleges that Dr. Giljohann, Mr. Bock, and Dr.
Added
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.
Removed
Corbett made materially false and/or misleading statements related to the Company’s clinical programs purportedly causing losses to investors who acquired Company securities between January 7, 2021 and December 10, 2021.
Added
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.
Removed
The second amended complaint does not quantify any alleged damages but, in addition to attorneys’ fees and costs, lead plaintiff seeks to recover damages on behalf of himself and others who acquired the 21 Table of Contents Company’s stock during the putative class period at allegedly inflated prices and purportedly suffered financial harm as a result.
Added
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.
Removed
In March and April 2022, three different stockholders filed separate shareholder derivative lawsuits on behalf of the Company against Dr. Giljohann and Mr. Bock, Jeffrey L. Cleland, Elizabeth Garofalo, Bosun Hau, Bali Muralidhar, Andrew Sassine, Matthias Schroff, James Sulat and Timothy Walbert. The cases in the ordered filed are captioned Puri v. Giljohann, et al., Case No. 1:22-cv-01083; Sim v.
Added
On July 29, 2025, the Company entered into an agreement with the insurer to remit $1.0 million in order to satisfy the remaining balance of its self-insured retention obligation and paid this on August 13, 2025.
Removed
The Derivative Complaints seek contribution from Dr. Giljohann and Mr. Bock under federal securities laws. The Puri and Stourbridge complaints further assert for a variety of related state law claims, including unjust enrichment, abuse of control, gross mismanagement, and corporate waste.
Added
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.
Removed
Plaintiffs seek restitution for damages to the Company, attorneys’ fees, costs, and expenses, as well stockholder adoption of certain board oversight measures.
Added
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.
Removed
The Derivative Complaints and Demand Letter are currently stayed, and the Company is engaged in settlement discussions with plaintiffs’ counsel regarding these matters. On October 3, 2023, a former employee filed a complaint against the Company and its executives related to the former employee’s separation from the Company in August.
Added
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.
Removed
The parties proceeded with paper discovery and this matter did not settle at an in-person settlement conference on July 17, 2024. As a result, we are in the discovery phase of this litigation. The parties exchanged discovery and a status conference was held on February 11, 2025, wherein opposing counsel asserted alleged various discovery deficiencies.
Added
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.
Removed
The parties are working through these alleged discovery deficiencies and anticipate deposing the plaintiff as well as witnesses on behalf of the Company and the individual defendants themselves in the coming months. We may also be a party to litigation and subject to claims incident to the ordinary course of business.
Added
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.
Added
Based on information discovered in the plaintiff’s deposition, our legal counsel believes we will not be successful in our breach of contract defense and that we will likely settle for no less than $250,000 to $300,000. As a result, we accrued $250,000 in 21 Table of Contents 2025 for this legal settlement as of December 31, 2025.
Added
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.
Added
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.
Added
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.
Added
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. General We may also be a party to litigation and subject to claims incident to the ordinary course of business.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 22 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 23 Item 6. [Reserved] 24 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25 Item 7A. [Reserved] 35 Item 8. Financial Statements and Supplementary Data 36
Biggest changeItem 4. Mine Safety Disclosures 22 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 23 Item 6. [Reserved] 24 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25 Item 7A. [Reserved] 34 Item 8. Financial Statements and Supplementary Data 35

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+1 added−3 removed4 unchanged
Biggest changeHolders of Record As of March 12, 2025, we had 6,317,771 shares of common stock outstanding held by 101 stockholders of record, one of which is Cede & Co., a nominee for Depository Trust Company, or DTC.
Biggest changeOn March 17, 2026, the last reported sale price of our common stock on Nasdaq was $4.54 per share. Holders of Record As of March 17, 2026, we had 6,373,915 shares of common stock outstanding held by 88 stockholders of record, one of which is Cede & Co., a nominee for Depository Trust Company, or DTC.
Unregistered Sales of Equity Securities and Use of Proceeds Other than as listed below, there were no unregistered sales of equity securities sold during the period covered by this Annual Report on Form 10-K that were not previously included in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.
Other than the unregistered sales disclosed above, there were no unregistered sales of equity securities sold during the period covered by this Annual Report on Form 10-K that were not previously included in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K. 23 Table of Contents
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases. Market Information Our common stock was approved for listing on the Nasdaq Capital Market under the symbol “XCUR” and began trading on July 31, 2019.
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases. Market Information Our common stock was approved for listing on the Nasdaq Capital Market under the symbol “XCUR” and began trading on July 31, 2019. As disclosed elsewhere in this Report, there can be no assurance our common stock will remain trading and listed on Nasdaq.
Removed
As disclosed elsewhere in this Report, we are currently in the process of appealing a delisting determination by the Nasdaq staff and there can be no assurance our common stock will remain trading and listed on Nasdaq. On March 12, 2025, the last reported sale price of our common stock on Nasdaq was $10.57 per share.
Added
Unregistered Sales of Equity Securities and Use of Proceeds On September 23, 2025, we issued 56,053 shares of common stock to GPCR in consideration of the exclusive and non-exclusive licenses granted to the Company pursuant to the License and Collaboration Agreement. The issuance was made pursuant to the exemption from registration included in Section 4(a)(2) of the Securities Act.
Removed
On December 10, 2024, we entered into a common stock purchase agreement (the “MIRTO Purchase Agreement”) with MIRTO Co., LTD. (“MIRTO”), pursuant to which we 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.
Removed
The transactions under the MIRTO Purchase Agreement closed on December 24, 2024. 23 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

37 edited+26 added−26 removed33 unchanged
Biggest changeIn the fourth quarter, the Company sold certain assets pursuant to the purchase agreement with the Purchaser. 30 Table of Contents Results of Operations Comparison of the Year Ended December 31, 2024 and 2023 The following table summarizes the results of our operations for the years ended December 31, 2024 and 2023: Year Ended December 31, (dollars in thousands) 2024 2023 Change Revenue: Revenue $ 500 $ — $ 500 100 % Total revenue 500 — 500 100 % Operating expenses: Research and development expense — 1,423 (1,423) (100) % General and administrative expense 5,449 11,715 (6,266) (53) % Litigation legal expense 1,562 938 624 67 % Right-of-use asset impairment loss 5,721 — 5,721 100 % Loss from sale of property and equipment — 920 (920) 100 % Total operating expenses 12,732 14,996 (2,264) (15) % Operating loss (12,232) (14,996) 2,764 (18) % Other (expense) income, net: Changes in fair value of investment in convertible notes receivable — (2,000) 2,000 100 % Dividend income 5 52 (47) (90) % Interest income 8 32 (24) (75) % Interest expense (18) — (18) (100) % Gain on settlement of accounts payables 407 — 407 100 % Other income, net 2,137 (2) 2,139 100 % Total other income (expense), net 2,539 (1,918) 4,457 (232) % Net loss before provision for income taxes (9,693) (16,914) 7,221 (43) % Provision for income taxes 8 — 8 (100) % Net loss $ (9,701) $ (16,914) $ 7,213 (43) % Revenue 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.
Biggest changeIn the fourth quarter of 2024, the Company sold certain assets pursuant to the purchase agreement with the purchaser. 29 Table of Contents Results of Operations Comparison of the Year Ended December 31, 2025 and 2024 The following table summarizes the results of our operations for the years ended December 31, 2025 and 2024: Year Ended December 31, (dollars in thousands) 2025 2024 Change Revenue: Revenue $ — $ 500 $ (500) 100 % Total revenue — 500 (500) 100 % Operating expenses: Research and development expense 3,286 — 3,286 100 % General and administrative expense 6,831 5,449 1,382 25 % Litigation legal expense — 1,562 (1,562) (100) % Right-of-use asset impairment loss — 5,721 (5,721) 100 % Loss from sale of property and equipment 90 — 90 100 % Gain on early lease termination (5,974) — (5,974) 100 % Total operating expenses 4,233 12,732 (8,499) (67) % Operating loss (4,233) (12,232) 7,999 (65) % Other (expense) income, net: Dividend income 107 5 102 2,040 % Interest income 29 8 21 263 % Interest expense (1) (18) 17 (100) % Gain on settlement of accounts payables 346 407 (61) 100 % Change in fair value of contingent liability (1,553) — (1,553) 100 % Other (expense) income, net (275) 2,137 (2,412) 100 % Total other (expense) income, net (1,347) 2,539 (3,886) (153) % Net loss before provision for income taxes (5,580) (9,693) 4,113 (42) % Provision (benefit) for income taxes (634) 8 (642) (100) % Net loss $ (4,946) $ (9,701) $ 4,755 (49) % Revenue 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.
Following the purchase agreement, any value we may generate from our historical biotechnology intellectual property and other assets will be primarily through royalties and license fees that we may receive in the future under the purchase agreement. However, whether we receive any royalties or licenses fees, and the amounts and timing thereof, are uncertain and out of our control.
Any value we may generate from our historical biotechnology intellectual property and other assets will be primarily through royalties and license fees that we may receive in the future under the Asset Purchase Agreement. However, whether we receive any royalties or licenses fees, and the amounts and timing thereof, are uncertain and out of our control.
Other income The Company sold samples of its clinical products during the second quarter to a private clinical stage biopharmaceutical company.
Other income The Company sold samples of its clinical products during the second quarter of 2024 to a private clinical stage biopharmaceutical company.
In the absence of a significant source of recurring revenue, our continued viability is dependent on our ability to continue to raise 34 Table of Contents additional capital to finance our operations. As discussed above, there are substantial uncertainties about our ability to raise such financing.
In the absence of a significant source of recurring revenue, our continued viability is dependent on our ability to continue to raise 33 Table of Contents additional capital to finance our operations. As discussed above, there are substantial uncertainties about our ability to raise such financing.
This resulted in current income tax expense in 2022. As of December 31, 2023, the Company has “discontinued the original business” of Exicure within the meaning of Section 382(c).
This resulted in current income tax expense in 2022. As of December 31, 2024, the Company has “discontinued the original business” of Exicure within the meaning of Section 382(c).
Recent Developments Change of Control As discussed above, effective as of November 12, 2024, we entered into the Initial Common Stock Purchase Agreement with HiTron, pursuant to which we agreed to issue and sell to HiTron 433,333 shares of Common Stock for an aggregate purchase price of $1.3 million, at a purchase price per share of $3.00.
Recent Developments Significant Stockholder As discussed above, effective as of November 12, 2024, we entered into the Initial Common Stock Purchase Agreement with HiTron, pursuant to which we agreed to issue and sell to HiTron 433,333 shares of Common Stock for an aggregate purchase price of $1.3 million, at a purchase price per share of $3.00.
The effective tax rate for the year ended December 31, 2023 of 0% was attributable to the fact the Company was subject to the IRC Section 174 regulations requiring companies to capitalize certain research and experimental expenditures and IRC Section 382 loss limitation rules on our ability to utilize net operating losses to offset the capitalization requirement, with the ownership change being in the fourth quarter of 2022.
The effective tax rate for the year ended December 31, 2024 of 11.4% was attributable to the fact the Company was subject to the IRC Section 174 regulations requiring companies to capitalize certain research and experimental expenditures and IRC Section 382 loss limitation rules on our ability to utilize net operating losses to offset the capitalization requirement, with the ownership change being in the fourth quarter of 2022.
Contractual Obligations and Commitments Chicago Lease Refer to Note 5 - Leases to the Notes to our Consolidated Financial Statements included herein.
Contractual Obligations and Commitments Redwood City Lease and Chicago Lease Refer to Note 5 - Leases to the Notes to our Consolidated Financial Statements included herein.
As of December 31, 2024, we have generated an accumulated deficit of $218.1 million, including $18,837 of additional paid-in capital reclassed to accumulated deficit upon C-corporation conversion, since inception and expect to incur significant expenses and negative cash flows for the foreseeable future. Our current liquidity is not sufficient to continue to fund existing obligations and operations.
As of December 31, 2025, we have generated an accumulated deficit of $223.0 million, including $18,837 of additional paid-in capital reclassed to accumulated deficit upon C-corporation conversion, since inception and expect to incur significant expenses and negative cash flows for the foreseeable future. Our current liquidity is not sufficient to continue to fund existing obligations and operations.
Further, the global financial markets have experienced significant disruptions over the past couple of years due to the COVID-19 pandemic, the ongoing conflict between Russia and Ukraine, and worsening global macroeconomic conditions, including actions taken by central banks to counter inflation, volatility in the capital markets and related market uncertainty, may impact our ability to obtain additional financing when needed on favorable terms or at all.
Further, the global financial markets have experienced significant disruptions over the past couple of years due to global health crisis, the ongoing conflict between Russia and Ukraine, and in the Middle East, and worsening global macroeconomic conditions, including actions taken by central banks to counter inflation, volatility in the capital markets and related market uncertainty, may impact our ability to obtain additional financing when needed on favorable terms or at all.
As of December 31, 2024, our cash and cash equivalents cash were approximately $12.5 million. Our current liquidity may not be sufficient to fund operations for the next 12 months. As a result, there is substantial doubt about 25 Table of Contents our ability to continue as a going concern.
As of December 31, 2025, our cash and cash equivalents cash were approximately $3.7 million. Our current liquidity may not be sufficient to fund operations for the next 12 months. As a result, there is substantial doubt about our ability to continue as a going concern.
Currently we are exploring strategic alternatives and generating limited revenue. As of December 31, 2024, our cash and cash equivalents cash were $12.5 million. We incurred net losses of approximately $9.7 million and $16.9 million for the years ended December 31, 2024 and 2023, respectively.
Currently we are exploring strategic alternatives and generating limited revenue. As of December 31, 2025, our cash and cash equivalents cash were $3.7 million. We incurred net losses of approximately $4.9 million and $9.7 million for the years ended December 31, 2025 and 2024, respectively.
The effective income tax rate for the year ended December 31, 2024 was (0.1)% 32 Table of Contents because the Company generated tax losses and provided a full valuation allowance against its deferred tax assets to an amount that is more likely than not to be realized.
The effective income tax rate for the year ended December 31, 2025 was 11.4% because the Company generated tax losses and provided a full valuation allowance against its deferred tax assets to an amount that is more likely than not to be realized.
The Amendment became effective at 5:00 p.m. Eastern Time on August 27, 2024. The Amendment provided that, at the effective time of the Amendment, every five (5) shares of our issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock, without any change in par value per share.
The Amendment provided that, at the effective time of the Amendment, every five (5) shares of our issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock, without any change in par value per share.
Cash Flows The following table shows a summary of our cash flows for the years ended December 31, 2024 and 2023: Years Ended December 31, (in thousands) 2024 2023 Net cash used in operating activities $ (2,910) $ (10,357) Net cash used in investing activities — (1,078) Net cash provided by financing activities 13,402 3,674 Net increase (decrease) in cash, cash equivalents, and restricted cash $ 10,492 $ (7,761) 33 Table of Contents Operating activities Net cash used in operating activities was $2.9 million and $10.4 million for the years ended December 31, 2024 and 2023, respectively.
Cash Flows The following table shows a summary of our cash flows for the years ended December 31, 2025 and 2024: Years Ended December 31, (in thousands) 2025 2024 Net cash used in operating activities $ (8,555) $ (2,910) Net cash used in investing activities (1,807) — Net cash provided by financing activities 1,600 13,402 Net increase (decrease) in cash, cash equivalents, and restricted cash $ (8,762) $ 10,492 32 Table of Contents Operating activities Net cash used in operating activities was $8.6 million and $2.9 million for the years ended December 31, 2025 and 2024, respectively.
There are items within our financial statements that require estimation but are not deemed critical, as defined above. Recent adopted accounting pronouncements In the normal course of business, we evaluate all new accounting pronouncements issued by the FASB, SEC, or other authoritative accounting bodies to determine the potential impact they may have on our Consolidated Financial Statements.
Recent adopted accounting pronouncements In the normal course of business, we evaluate all new accounting pronouncements issued by the FASB, SEC, or other authoritative accounting bodies to determine the potential impact they may have on our Consolidated Financial Statements.
General and administrative expense Year Ended December 31, (dollars in thousands) 2024 2023 Change General and administrative expense $ 5,449 $ 11,715 $ (6,266) (53) % Full time employees 7 6 1 General and administrative expense was $5.4 million for the year ended December 31, 2024, representing an decrease of $6.3 million, or 53%, from $11.7 million for the year ended December 31, 2023.
General and administrative expense Year Ended December 31, (dollars in thousands) 2025 2024 Change General and administrative expense $ 6,831 $ 5,449 $ 1,382 25 % Full time employees 7 6 1 General and administrative expense was $6.8 million for the year ended December 31, 2025, representing an increase of $1.4 million, or 25%, from $5.4 million for the year ended December 31, 2024.
In February 2024, we received an upfront payment of $500,000 from a licensing agreement for patents related to one of our historical drug candidates, and received a small, one-time payment and an entitlement to only modest royalties on future sales of the licensed technology that we do not believe will be material.
In 2024, we 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. We then sold some of its samples related to the licensed product.
Net cash provided by financing activities of $3.7 million for the year ended December 31, 2023 is primarily due to the Private Placement closed in February 2023. Funding Requirements Our existing cash and cash equivalents may not be sufficient to enable us to fund our existing obligations and ongoing operating expenses for the near term.
Net cash provided by financing activities of $13.4 million for the year ended December 31, 2024 was due to the stock purchase agreements closed in November and December 2024. Funding Requirements Our existing cash and cash equivalents are not sufficient to enable us to fund our existing obligations and ongoing operating expenses for the near term.
See Note 2, Significant Accounting Policies , of the notes to our consolidated financial statements in this Annual Report for additional information about these recently issued accounting standards and their potential impact on our financial condition or results of operations. 28 Table of Contents Components of Statements of Operations Revenue For the year ended December 31, 2024, the Company’s revenue was generated from a patent license agreement to develop cavrotolimod for potential treatment for hepatitis with a private clinical stage biopharmaceutical company.
See Note 2, Significant Accounting Policies , of the notes to our consolidated financial statements in this Annual Report for additional information about these recently issued accounting standards and their potential impact on our financial condition or results of operations. Components of Statements of Operations Revenue There was no revenue for the year ended December 31, 2025.
Operating, financing, and cash flow considerations Since our inception in 2011, we have primarily funded our operations through sales of our securities, loans and collaborations.
However, Management decided to sell this subsidiary on November 24, 2025. 25 Table of Contents Operating, financing, and cash flow considerations Since our inception in 2011, we have primarily funded our operations through sales of our securities, loans and collaborations.
Litigation legal expense The increase of $0.6 million for the year ended December 31, 2024 was due to accruals recorded for the amount of the unsatisfied self-insured retainer and legal defense costs related to the securities litigation lawsuit. Right-of-use asset impairment loss This loss resulted from the impairment analysis of the Company’s right-of-use asset related to its office lease.
The increase for the year ended December 31, 2025 was to the additional expenses incurred from the acquisition of GPCR USA. Litigation legal expense The $1.6 million for the year ended December 31, 2024 was due to accruals recorded for the amount of the unsatisfied self-insured retainer and legal defense costs related to the securities litigation lawsuit.
The decrease in cash used in operating activities for the year ended December 31, 2024 of $7.4 million was due to the reduction of operating activities, spending and lower headcount. Investing activities Net cash used in investing activities was $0.0 million and $1.1 million for the years ended December 31, 2024 and 2023, respectively.
The increase in cash used in operating activities for the year ended December 31, 2025 of $5.6 million was due to the increase of operating activities and higher headcount from the GPCR USA acquisition. Investing activities Net cash used in investing activities was $1.8 million and $0.0 million for the years ended December 31, 2025 and 2024, respectively.
In 2022, the Company suspended its clinical, preclinical, and discovery program activities and reduced headcount as it began exploring strategic alternatives in April 2023. As a result, after 31 Table of Contents the first quarter of 2023, the Company determined it was no longer appropriate to record any research and development expenses.
The Company incurred research and development expense in 2025 after the acquisition of GPCR USA. In 2022, the Company suspended its clinical, preclinical, and discovery program activities and reduced headcount as it began exploring strategic alternatives in April 2023 and stopped recording any research and development expenses until the acquisition of GPCR USA in the first quarter of 2025.
The issuance of such shares under the Subsequent Common Stock Purchase Agreement closed on December 24, 2024. As of March 12, 2025, HiTron beneficially owns 53% of the outstanding shares of Common Stock based on information available to the Company.
The issuance of such shares under the Subsequent Common Stock Purchase Agreement closed on December 24, 2024.
Under the terms of the agreement, this biopharmaceutical company received an exclusive license in the field of hepatitis to all of the Company’s relevant patents. $500,000 was paid to the Company after the execution of this agreement. Our ability to generate revenues in the future is dependent on our ability to successfully explore and execute strategic alternatives.
Under the terms of the agreement, this biopharmaceutical company received an exclusive license in the field of hepatitis to all of the Company’s relevant patents. A total of $0.5 million was paid to the Company after the execution of this agreement.
Even if we regains compliance with Nasdaq’s listing requirements and addresses the outstanding deficiency notices to Nasdaq’s satisfaction, there can be no assurance that we will remain in compliance with Nasdaq’s requirements and will not be delisted. 27 Table of Contents Reverse Stock Split On August 26, 2024, we filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation, or the Amendment, with the Secretary of State of the State of Delaware to effect a one-for-five (1-for-5) reverse stock split of our outstanding common stock.
Reverse Stock Split On August 26, 2024, we filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation, or the Amendment, with the Secretary of State of the State of Delaware to effect a one-for-five (1-for-5) reverse stock split of our outstanding common stock. The Amendment became effective at 5:00 p.m. Eastern Time on August 27, 2024.
The Company will receive gross proceeds of $1,500 from the sale of the Acquired Assets. Provision for income taxes The effective tax rate for the year ended December 31, 2024 is attributable to the fact that the Company is subject to state income taxes.
Provision for income taxes The Company recognized an income tax benefit for the year ended December 31, 2025 as a result of the GPCR USA acquisition. The effective tax rate for the year ended December 31, 2025 is attributable to the fact that the Company is subject to state income taxes.
General and administrative expense General and administrative expense consists primarily of salaries and related benefits, including equity-based compensation, related to our executive, finance, legal, business development and support functions. Other general and administrative expenses include travel expenses, professional fees for auditing, tax and legal services and allocated facility-related costs not otherwise included in research and development expenses.
A significant portion of our research and development costs were not tracked by project as they benefit multiple projects or our technology. General and administrative expense General and administrative expense consists primarily of salaries and related benefits, including equity-based compensation, related to our executive, finance, legal, business development and support functions.
The decrease in cash used in investing activities of $1.1 million was primarily due to a decrease in proceeds from the maturity, net of purchases, of available-for-sale securities. Financing activities Net cash provided by financing activities of $13.4 million for year ended December 31, 2024 is primarily due to the stock purchase agreements closed in November and December 2024.
The increase in cash used in investing activities of $1.8 million was due to purchase of GPCR USA and capital expenditures by KC Creation. Financing activities Net cash provided by financing activities of $1.6 million for year ended December 31, 2025 was due to the funds received from the common stock purchase agreement in February 2025.
Therefore, there is substantial uncertainty as to how, when or if we might be able to generate revenues in the future. Research and development expense Research and development expense was $0 for the year ended December 31, 2024, a $1.4 million decrease from the year ended December 31, 2023.
Our ability to generate revenues in the future is dependent on our ability to successfully explore and execute strategic alternatives. Therefore, there is substantial uncertainty as to how, when or if we might be able to generate revenues in the future.
On September 27, 2024, the Company entered into and closed the sale of certain assets pursuant to the purchase agreement with the Purchaser. The assets sold to Purchaser include the Company’s spherical nucleic acid-related technology, research and development programs, and clinical assets (the “Acquired Assets”) to the Purchaser as described in the purchase agreement.
During the third quarter of 2024, the Company sold certain assets pursuant to a purchase agreement for $1.5 million to the purchaser for the Company’s historical biotechnology intellectual 31 Table of Contents property and other assets and included spherical nucleic acid-related technology, research and development programs, and clinical assets.
Under the terms of the agreement, this biopharmaceutical company received an exclusive license in the field of hepatitis to all of the Company’s relevant patents. We have never generated any commercial product revenue and do not expect to generate any product revenue in the near term.
For the year ended December 31, 2024, the Company’s revenue was generated from 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 received an exclusive license in the field of hepatitis to all of the Company’s relevant patents.
While the foregoing efforts are continuing, with respect to our historical assets, we do not expect they will generate significant value for stockholders. Therefore, we are engaging in a broader exploration of strategic alternatives. We obtained significant financing late in 2024 in order to continue operations and our exploration of strategic alternatives and consummate any transactions that we may identify.
We obtained significant financing late in 2024 in order to continue operations and our exploration of strategic alternatives and consummate any transactions that we may identify. On January 19, 2025, we entered into a Share Purchase Agreement with GPCR pursuant to which we acquired from GPCR all of the issued and outstanding equity securities of GPCR USA.
Litigation legal expense Litigation legal expense consists of expenses from its self-insured retention related to the securities litigation lawsuit.
Other general and administrative expenses include travel expenses, professional fees for auditing, tax and legal services and facility-related costs. Litigation legal expense Litigation legal expense consists of expenses from its self-insured retention related to the securities litigation lawsuit. Right-of-use asset impairment loss This loss resulted from the impairment analysis of the Company’s right-of-use asset related to its office lease.
Nasdaq Listing Requirements Deficiency Notices As previously disclosed, we have received numerous deficiency notes with respect to various Nasdaq listing requirements in the past year. These related to: • Compliance with Nasdaq’s minimum bid price rule due to our stock trading below $1.00 for a sustained period of time.
As of March 17, 2026, HiTron beneficially owns 25% of the outstanding shares of Common Stock based on information available to the Company. 26 Table of Contents Nasdaq Listing Requirements Compliance As previously disclosed, we have received numerous deficiency notices with respect to various Nasdaq listing requirements in the past year.
Although we are currently in compliance, there can be no assurance it will remain in compliance. • Compliance with Nasdaq’s requirement to hold an annual meeting. On January 11, 2024, Nasdaq notified us that it did not comply with listing requirements by not holding an annual meeting in 2023.
Even though we regained compliance with Nasdaq’s listing requirements, there can be no assurance that we will remain in compliance with Nasdaq’s requirements and will not be delisted in the future.
Removed
In the second quarter, we recognized other income of $637,000 from the sale of our samples related to the licensed product. In the third quarter, we sold our historical biotechnology intellectual property and other assets (including the licensing agreement described above) pursuant to the purchase agreement and recognized other income of $1,500,000.
Added
Also in 2024, we entered into an Asset Purchase Agreement with Flashpoint Therapeutics, Inc. to sell our historical biotechnology intellectual property and other assets to the purchaser.
Removed
We continue to engage in a broader exploration of strategic alternatives. This effort involves exploring growth through transactions with potential partners that see opportunity in joining an existing, publicly-traded organization.
Added
We continue 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.
Removed
We effected a one-for-thirty reverse stock split on June 29, 2022 in order to attempt to raise the stock price. On September 13, 2023, we received a delinquency notification that the closing bid price of our stock traded below $1.00 for the previous 30 consecutive business days.
Added
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.
Removed
We effected a one-for-five reverse stock split on August 27, 2024 in order to attempt to raise the stock price.
Added
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.
Removed
On September 13, 2024, we received a letter received from Nasdaq noting it met the closing bid price requirement. • Compliance with Nasdaq’s rule requiring stockholders’ equity of at least $2,500,000 based on our balance sheet as of December 31, 2024. We were not in compliance with this requirement based on its September 30, 2024 balance sheet.
Added
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.
Removed
We believes it is in compliance with this requirement based on its December 31, 2024 balance sheet and expects to be in compliance going forward. • Compliance with Nasdaq’s corporate governance requirements with respect to board and committee composition . We has received numerous deficiency notifications with respect to these requirements in the past year.
Added
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.
Removed
We held its combined 2023 and 2024 annual meeting on June 28, 2024. • On April 17, 2024, we received a delinquency notification as it had not filed its Annual Report Form 10-K for the year ended December 31, 2023.
Added
In accordance with the terms of the License and Collaboration Agreement, we intend to make a milestone payment of $1.0 million to GPCR in the form of shares of our common stock in the second quarter of 2026. On March 26, 2025, the Company formed KC Creation Co., Ltd., a wholly-owned South Korean subsidiary.
Removed
The extended deadline for compliance was established by Nasdaq at May 20, 2024, the same deadline for our Form 10-Q for the quarter ended September 30, 2023.
Added
It was established based on potential future 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.
Removed
The Annual Report Form 10-K for the fiscal year ended December 31, 2023 was filed on June 6, 2024. 26 Table of Contents • Although we filed its Form 10-Q for the quarter ended September 30, 2023 prior to the extended deadline of May 20, 2024, on May 21, 2024, we received a delisting determination from the Nasdaq staff as a result of not filing its Annual Report Form 10-K by the May 20, 2024 deadline and failure to timely file its Form 10-Q for the quarter ended March 31, 2024 (which was subsequently filed on June 17, 2024).
Added
On December 10, 2024, the Company entered into a common stock purchase agreement with MIRTO Co. LTD. (“MIRTO”), pursuant to which the Company agreed to issue and sell to MIRTO 87,808 shares of its Common Stock, for an aggregate purchase price of approximately $0.41 million, at a purchase price per share of $4.61, which closed on December 24, 2024.
Removed
The staff’s delisting determination also noted the failure to hold its 2023 annual meeting as another basis of the delisting determination. • On May 28, 2024, we requested an appeal of the delisting determination to Nasdaq’s Hearings Panel (“Panel”), and the hearing took place on July 9, 2024.
Added
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 at a purchase price of $5.50 per share. The Company received aggregate gross process of approximately $1.6 million.
Removed
On July 31, 2024, we received formal notice that the Panel determined to continue our listing subject to us evidencing compliance with all applicable criteria for continued listing on The Nasdaq Capital Market by September 16, 2024.
Added
Most recently, on May 21, 2025, the Company received a delinquency notification from Nasdaq that it had not filed its Form 10-Q for the period ended March 31, 2025. The Company became compliant upon filing its Form 10-Q for the period ended March 31, 2025 on June 27, 2025.
Removed
We received an additional extension to November 14, 2024 to satisfy the terms of the Panel’s decision and to ensure our continued listing on Nasdaq. • As we did not meet Nasdaq’s listing requirements as of September 30, 2024, we has requested another extension by the Panel to demonstrate compliance and another extension was granted.
Added
There are items within our financial statements that require estimation but are not deemed critical, as defined above. 27 Table of Contents Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board of Directors.
Removed
We thereafter presented its plan to regain compliance with the Equity Requirement to the Panel, subsequent to which the Panel ultimately granted us extensions through December 17, 2024 to do so. • On December 20, 2024, we received a letter from Nasdaq confirming that, as of December 17, 2024, we meet all requirements for continued listing on Nasdaq as required by the Panel’s decision dated November 20, 2024.
Added
Changes in estimates used in these and other items could have a material impact on our financial statements.
Removed
In accordance with the Panel’s decision, on December 17, 2024, we made public disclosure under cover of a Form 8-K, describing the transactions undertaken by us to achieve compliance with Listing Rule 5550(b)(1) and stated affirmatively that as of that date, it believes it has stockholders’ equity above the $2.5 million requirement and provided a pro-forma balance sheet as of December 17, 2024.
Added
This includes estimates where the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and the impact of the estimate on financial condition or operating performance is material.
Removed
Pursuant to Listing Rule 5815(d)(4)(B), we will be subject to a Mandatory Panel Monitor for a period of one year from the date of Nasdaq’s letter.
Added
Business Combinations We follow the acquisition method of accounting to record identifiable assets acquired and liabilities assumed in connection with acquired businesses at their estimated fair value as of the date of acquisition. Identifiable intangible assets from business combinations are recognized at their estimated fair values as of the date of acquisition and consist of in-process research and development (“IPR&D”).
Removed
If, within that one-year monitoring period, the Nasdaq Listing Qualifications staff (the “Staff”) finds us again out of compliance with the $2.5 million Equity Rule that was the subject of the exception, notwithstanding Rule 5810(c)(2), we will not be permitted to provide the Staff with a plan of compliance with respect to that deficiency and the Staff will not be permitted to grant additional time for us to regain compliance with respect to that deficiency, nor will we be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3).
Added
Determination of the estimated fair value of identifiable intangible assets requires judgment. The fair value of intangible assets is estimated using the Multi-Period Excess Earnings Method for the acquired IPR&D.
Removed
Instead, the Staff will issue a Delist Determination Letter and we will have an opportunity to request a new hearing with the initial Panel or a newly convened Panel if the initial Panel is unavailable. We will have the opportunity to respond/present to the Panel as provided by Listing Rule 5815(d)(4)(C).
Added
The fair value methods are income-based valuation approaches, which require judgment to estimate appropriate discount rates, probability of success rates related to the drug under development, projected revenue, gross margins, operating costs, and growth rates.
Removed
Our securities may be at that time delisted from Nasdaq.
Added
The contingent consideration liability, associated with our business combination, is estimated based on the discounted cash flow method to determine the probability of achieving certain milestones. In order to perform the fair value calculations, the following estimates are considered: probability of achieving certain milestones, discount period, and discount rates.
Removed
Research and development expense Research and development expense consisted of costs associated with our research activities, including basic research on our SNA technology platform, discovery and development of novel SNAs as prospective therapeutic candidates, preclinical and clinical development activities for SNAs we have nominated for clinical development as well as maintaining and protecting our intellectual property.
Added
We believe our assumptions, estimates, and judgements to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed.
Removed
Our research and development expenses in the prior year presented include: • employee-related expenses, including salaries, bonuses, benefits and equity-based compensation expense; • early research and development expenses incurred under arrangements with third parties, such as contract research organizations, contract manufacturing organizations, and consultants; • preclinical and clinical development expenses with third parties such as contract research organizations, contract manufacturing organizations, and consultants; • costs of maintaining and protecting our intellectual property portfolio, including legal advisory fees, license fees, sublicense fees, patent maintenance and other similar fees; • laboratory materials and supplies; • facilities, depreciation and other allocated expenses, which include direct and allocated expenses for rent and maintenance of facilities, depreciation of leasehold improvements and equipment and laboratory and other supplies.
Added
We have never generated any commercial product revenue and do not expect to generate any product revenue in the near term. 28 Table of Contents Research and development expense As previously announced, we halted all research and development activities in 2022 and stopped recording any research and development expenses after the first quarter of 2023 until the acquisition of GPCR USA in the first quarter of 2025.
Removed
We expensed research and development costs as they were incurred. A significant portion of our research and development costs were not tracked by project as they benefit multiple projects or our technology. As previously announced, we halted all research and development activities in 2022 and no longer incurred research and development expenses after the first quarter of 2023.
Added
Research and development expense consisted of costs associated with GPCR USA’s research activities, including clinical development expenses with third parties such as contract research organization, costs and services to complete its Phase 2 clinical trial, and employee-related expenses, including salaries, bonuses, and benefits. We expensed research and development costs as they were incurred.
Removed
Right-of-use asset impairment loss This loss resulted from the impairment analysis of the Company’s right-of-use asset related to its office lease. 29 Table of Contents Changes in fair value of investment in convertible notes receivable The changes in fair value of investment in convertible notes receivable relate to the impairment of the convertible notes receivable and reserved their entire $2 million amount.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk. We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide this information required under this item. 35 Table of Contents
Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk. As a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information required by this Item. 34 Table of Contents

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