SEC Form 10-Q filed by Exicure Inc.

5/29/26 2:09:46 PM ET

$XCUR

Biotechnology: Pharmaceutical Preparations

Health Care

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xcur-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________

FORM 10-Q

______________________________________

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39011

______________________________________

EXICURE, INC.

(Exact name of registrant as specified in its charter)

_____________________________________


Delaware						81-5333008
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

400 Seaport Court, Suite 102

Redwood City, CA 94063

(Address of principal executive offices)

Registrant’s telephone number, including area code (847) 673-1700

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

XCUR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

Smaller reporting company

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Table of Contents

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ý

As of May 26, 2026, there were 6,373,937 shares of the registrant’s common stock, par value $0.0001 per share (“Common Stock”), outstanding.



PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Condensed Consolidated Balance Sheets
Unaudited Condensed Consolidated Statements of Operations
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity
Unaudited Condensed Consolidated Statements of Cash Flows
Notes to Unaudited Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures

PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 6. Exhibits

Signatures

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains express or implied “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Report are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “could,” “will,” “would,” “should,” “expect,” “plan,”, “anticipate,” “believe,” “estimate,” “intend,” “predict,” “seek,” “contemplate,” “project,” “continue,” “potential,” “ongoing” or the negative forms of these terms or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to such statements.

Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, such expectations or any of the forward-looking statements may prove to be incorrect and actual results could differ materially from those projected or assumed in the forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties, including, but not limited to, the reasons described elsewhere in this Quarterly Report on Form 10-Q. All forward-looking statements and reasons why results may differ included in this Quarterly Report on Form 10-Q are made as of the date hereof and we do not intend to update any forward-looking statements except as required by law. While certain risk may be within our ability to control, some risks are entirely outside of our control, and we are not in real time able to determine which risks are within our control and which are not. We may initially determine in good faith the degree to which a certain set of risks are within our control and later learn such determinations were incorrected or incomplete.

Forward-looking statements included in this Quarterly Report on Form 10-Q are subject to inherent risks and uncertainties, including, but not limited to, factors concerning the following:

•substantial uncertainties regarding our exploration of strategic alternatives to maximize stockholder value, including whether we are able to identify potential partners and consummate transactions, in a timely manner or at all, whether we would be able to obtain sufficient funding to complete this process and whether any such transactions would generate value for stockholders;

•our ability to raise the additional capital that is needed to fund our operations and our pursuit of strategic alternatives, particularly given our current lack of a revenue source and the substantial doubt about our ability to continue as a going concern;

•our ability to remain listed on The Nasdaq Capital Market (“Nasdaq”), including the ability to comply with the minimum stockholders’ equity requirement and maintain stock price, and comply with applicable governance requirements, for continued listing on Nasdaq;

•any strategic plan or alternative that we may identify and pursue may involve unexpected costs, liabilities and/or delays and may not deliver anticipated benefits to our stockholders;

•our estimates of expenses, use of cash, timing of future cash needs, ongoing losses and capital requirements may prove to be inaccurate;

•uncertainty about reaction from investors and potential business partners to our recent changes of control and board of directors (the “Board”) and management composition and the future direction of the Company, and the ability of our controlling stockholders and new Board members and management to earn the confidence of investors and potential partners despite limited experience with U.S. public companies, and how these factors may impact our ability to obtain funding and execute any strategic alternatives that we may identify;

•potential turnover of senior management in the near term, and any inability to attract and retain qualified management and other key personnel, could create significant continuity risk and could impair our ability to raise capital and execute on our exploration of strategic alternatives;

•our ability to comply with all applicable laws, which may be particularly challenging given the recent turnover in our Board and management, significant reductions in force, limited resources and the potential to enter into new business areas with which we have no past experience;

•the ability of investors to assess our operations, which are primarily within subsidiaries whose performance are stated on the Company’s financial statements on a condensed consolidated basis;

•our ability to obtain and maintain intellectual property protection for our technologies and our ability to operate our business without infringing the intellectual property rights of others;

•the impact of macroeconomic conditions, including global inflation, actions taken by central banks to counter inflation, capital market and bank instability, exchange rate fluctuations, supply chain disruptions and energy and fuel prices and uncertainty and disruption caused by geopolitical events, including the conflicts in Ukraine, Russia, and the Middle East;

•the impact of government laws and regulations, including but not limited to taxes and tariffs; and

•risk factors set forth in Part I, Item 1A “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2025, the reasons described elsewhere in this Quarterly Report on Form 10-Q, and other factors that may impact our financial results and condition and our ongoing strategic efforts.

Forward-looking statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.

Any forward-looking statement in this Quarterly Report on Form 10-Q reflects our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our business, results of operations and future growth. Given these uncertainties, you should not place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this Quarterly Report on Form 10-Q and the documents that we reference herein and have filed with the SEC as exhibits thereto completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements. Except as required by law, we assume no, and specifically decline any, obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

Except where the context otherwise requires, in this Quarterly Report on Form 10-Q, the terms the “Company,” “Exicure,” “we,” “us” and “our” refer to Exicure, Inc., a Delaware corporation, and, where appropriate, our subsidiaries.

Table of Contents

PART I - FINANCIAL INFORMATION

EXICURE, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)


	March 31, 2026		December 31, 2025

ASSETS
Current assets:
Cash and cash equivalents	$	2,604	$	3,746
Other receivable	60		58
Prepaid expenses and other current assets	868		820
Total current assets	3,532		4,624
Other noncurrent assets	821		928
Property and equipment, net	219		306
Goodwill	4,399		4,399
Intangible asset	3,784		3,784
Total assets	$	12,755	$	14,041
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,445	$	1,690
Accrued expenses and other current liabilities	2,015		2,198
Total current liabilities	4,460		3,888
Contingent consideration	5,774		5,804
Deferred tax liability	423		423
Total liabilities	10,657		10,115

Commitments and Contingencies (Note 11)

Stockholders’ equity:
Preferred stock, $0.0001 par value per share; 10,000,000 shares authorized, no shares issued and outstanding, March 31, 2026 and December 31, 2025	—		—
Common stock, $0.0001 par value per share; 200,000,000 shares authorized, 6,373,915 issued and outstanding, March 31, 2026; 6,373,893 issued and outstanding, December 31, 2025	1		1
Additional paid-in capital	208,137		208,137
Accumulated other comprehensive loss	(2)		(2)
Accumulated deficit	(206,038)		(204,210)
Total stockholders’ equity	2,098		3,926
Total liabilities and stockholders’ equity	$	12,755	$	14,041

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

EXICURE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)


	Three Months Ended March 31,
	2026		2025
Revenue:
Revenue	$	—	$	—
Total revenue	—		—
Operating expenses:
Research and development expense	312		808
General and administrative expense	1,291		2,217
Loss on disposal of assets	37		26
Gain on early lease termination	—		(5,974)
Total operating expenses	1,640		(2,923)
Operating (loss) income	(1,640)		2,923
Other (expense) income, net:
Dividend income	—		27
Interest income	—		5
Gain on settlement of accounts payables	—		191
Change in fair value of contingent liability	(188)		(136)
Total other (expense) income, net	(188)		87
Net (loss) income before provision for income taxes	(1,828)		3,010
Provision for income taxes	—		—
Net (loss) income	$	(1,828)	$	3,010

Net (loss) income per common share:
Basic	$	(0.29)	$	0.49
Diluted	$	(0.29)	$	0.49

Weighted-average common shares outstanding:
Basic	6,373,903		6,172,268
Diluted	6,373,903		6,182,679

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

EXICURE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except shares)


	Common Stock
	Shares			Additional Paid-in- Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity
Balance at January 1, 2026	6,373,893	$	1	$	208,137	$	(2)	$	(204,210)	$	3,926
Vesting of restricted stock units	22	—		—		—		—		—
Net loss	—	—		—		—		(1,828)		(1,828)
Balance at March 31, 2026	6,373,915	$	1	$	208,137	$	(2)	$	(206,038)	$	2,098

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

EXICURE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except shares)


	Common Stock
	Shares			Additional Paid-in- Capital		Accumulated Deficit		Total Stockholders' Equity
Balance at January 1, 2025	6,026,841	$	1	$	206,035	$	(199,264)	$	6,772
Equity-based compensation	22	—		—		—		—
Vesting of restricted stock units	290,908	—		1,600		—		1,600
Net income	—	—		—		3,010		3,010
Balance at March 31, 2025	6,317,771	$	1	$	207,635	$	(196,254)	$	11,382

See accompanying notes to the unaudited condensed consolidated financial statements.

EXICURE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net income (loss)	$	(1,828)	$	3,010
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	49		61
Amortization of right-of-use asset	57		47
Change in fair value of contingent consideration	188		136
Gain on early lease termination	—		(5,974)
Gain on settlement of accounts payables	—		(191)
Loss on disposal of assets	37		26
Changes in operating assets and liabilities:
Other receivable	(2)		1,339
Prepaid expenses and other current assets	2		59
Accounts payable	755		(427)
Accrued expenses	(400)		316
Net cash used in operating activities	(1,142)		(1,598)
Cash flows from investing activities:
Acquisition of GPCR Therapeutics USA Inc.	—		(2,090)
Net cash used in investing activities	—		(2,090)
Cash flows from financing activities:
Proceeds from common stock offering	—		1,600
Net cash provided by provided by financing activities	—		1,600

Net decrease in cash and cash equivalents	(1,142)		(2,088)
Cash and cash equivalents - beginning of period	3,746		12,508
Cash and cash equivalents - end of period	$	2,604	$	10,420

See accompanying notes to the unaudited condensed consolidated financial statements.

EXICURE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Three Months Ended March 31,
	2026		2025
Supplemental disclosure of cash flow information
Non-cash investing activities:
Reclass prepaid expenses from noncurrent to current	$	107	$	107

See accompanying notes to the unaudited condensed consolidated financial statements.

EXICURE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

1. Description of Business, Basis of Presentation and Going Concern

Description of Business

Exicure, Inc. has historically been an early-stage biotechnology company focused on developing nucleic acid therapies targeting ribonucleic acid against validated targets. The Company continues to engage in a broader exploration of strategic alternatives, including but not limited to private company acquisitions, raising additional capital, strategic partnerships, some combination of these, and other arrangements that are in management’s view worth exploring.

On January 19, 2025, the Company 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”). In connection with the closing of the transaction pursuant to 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 (the “License and Collaboration Agreement”). The License and Collaboration Agreement requires the Company to make milestone payments to GPCR upon the achievement of specific milestone events relating to clinical trials, marketing authorizations, and net sales, as well as for the Company to pay a recurring royalty payments, as set forth in the agreement.

GPCR USA completed its Phase 2 clinical trial in January 2026 that focused on blood cancer patients, particularly those eligible for hematopoietic stem cell transplantation, commonly referred to as bone marrow transplant. Its current clinical trial involves the combined administration of GPC-100 (a small molecule antagonist with a high binding affinity to a chemokine receptor) and propranolol (a beta-blocker drug that affects the heart and circulation) for mobilization of stem cells in Multiple Myeloma patients. In accordance with the terms of the License and Collaboration Agreement, we intend to make a milestone payment of $1,000 to GPCR in the second quarter of 2026 in the form of shares of the Company's common stock.

On March 26, 2025, the Company formed KC Creation Co., Ltd. (“KC Creation”), a wholly-owned South Korean subsidiary. It was established based on the growth strategies, such as a collaboration with GPCR USA and Korean bio-platform companies, response to sustainability trends by development of infrastructure based on eco-friendly renewable energy, and diversification of business and utilization of global growth potential of Korean entertainment content. However, the Company completed the sale of KC Creation on November 24, 2025.

On February 24, 2026, the Company incorporated a wholly-owned subsidiary, Exicure Canada Incorporated, under the laws of British Columbia, Canada.

Throughout these condensed consolidated financial statements, the terms the “Company,” and “Exicure” refer to Exicure, Inc. and where appropriate, its wholly owned subsidiary, Exicure Operating Company. Exicure Operating Company holds all material assets and conducts all business activities and operations of Exicure, Inc.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of March 31, 2026 and December 31, 2025, and for the three months ended March 31, 2026 and 2025, have been presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and with instructions to Form 10-Q and Article 10 of Regulation S-X under the Exchange Act.

EXICURE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Exicure and its wholly owned subsidiaries, Exicure Operating Company, GPCR USA, and KC Creation. All intercompany transactions and accounts are eliminated in consolidation.

Unaudited Interim Financial Information

The condensed consolidated financial statements provided herewith are unaudited. Such statements include interim condensed consolidated balance sheet as of March 31, 2026, the interim condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025, the interim condensed consolidated statements of changes in stockholders’ equity for the three months ended March 31, 2026 and 2025, and the interim condensed consolidated statements of cash flows for the three months ended March 31, 2026 and 2025. In the opinion of management, the interim unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited financial statements and with instructions to Form 10-Q and Article 10 of Regulation S-X under the Exchange Act; and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of March 31, 2026, the results of its operations for the three months ended March 31, 2026 and 2025, and the results of its cash flows for the three months ended March 31, 2026 and 2025. The financial data and other information disclosed in these notes related to the three months ended March 31, 2026 and 2025 are unaudited. The results for the three months ended March 31, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026, or any other interim periods, or any future year or period. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2025, included in the Company’s corresponding Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 25, 2026 (the “Annual Report”).

Going Concern

At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date that the condensed consolidated financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists that is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern.

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern for a period of one year after the date that the condensed consolidated financial statements are issued. As of March 31, 2026, the Company expects to incur significant expenses and negative cash flows for the foreseeable future. As of March 31, 2026, the Company’s cash and cash equivalents were $2,604. Management believes that the Company’s existing cash and cash equivalents are insufficient to continue to fund its operating expenses, and additional funding is needed. There can be no assurance that such additional financing will be available and, if available, can be obtained on acceptable terms.

Management believes that, given the Company’s current cash position, operating plans and forecasted negative cash flows from operating activities over the next twelve months, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date these condensed consolidated financial statements are issued. Additional financing will be needed to fund ongoing operations, support of GPCR USA’s operations, and exploration of strategic alternatives and pursuing any alternatives that management identifies.

EXICURE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

The accompanying unaudited condensed consolidated financial statements have been prepared as though the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Reclassification

Certain accounts in the prior period condensed consolidated financial statements have been reclassified to conform to the presentation of the current year condensed consolidated financial statements. These reclassifications had no effect on the previously reported operating results.

2. Significant Accounting Policies

The Company’s significant accounting policies are disclosed in the audited consolidated financial statements and the notes thereto, which are included in the Annual Report on Form 10-K (the “Annual Report”) for the year ended December 31, 2025 filed with the SEC on March 25, 2026. Since the date of those audited consolidated financial statements, there have been no material changes to the Company’s significant accounting policies.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on certain assumptions which it believes are reasonable in the circumstances and while actual results could differ from those estimates, management does not believe that any change in those assumptions in the near term would have a significant effect on the Company’s financial position, results of operations or cash flows. Actual results in future periods could differ from those estimates.

Recent Accounting Pronouncements

Disaggregation of Income Statement Expenses

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The standard requires that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods. The standard will become effective for the Company for the fiscal year 2026 annual financial statements and interim financial statements thereafter and may be applied prospectively to periods after the adoption date or retrospectively for all prior periods presented in the financial statements, with early adoption permitted. The Company plans to adopt the standard when it becomes effective in the fiscal year 2026 annual financial statements, and the Company is currently evaluating the impact this guidance will have on the disclosures included in the Notes to the Consolidated Financial Statements.

Codification Improvements

EXICURE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

In December 2025, the FASB issued ASU 2025-12, “Codification Improvements”, which includes various clarifications, technical corrections, and enhancements to several areas of the FASB Accounting Standards Codification. The amendments are intended to improve the consistency, usability, and application of existing guidance and do not introduce new accounting models. Key areas addressed by the ASU include clarifications related to diluted earnings per share, lease receivables for sales-type and direct financing leases, and the calculation of reference amounts for certain beneficial interests. The Company adopted this standard on a prospective basis effective January 1, 2026.

EXICURE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Codification Improvements—Financial Instruments

In December 2025, the FASB issued ASU 2025-11, “Codification Improvements-Financial Instruments”. The amendments provide targeted clarifications and technical corrections to existing guidance related to financial instruments, including improvements to the recognition, measurement, and disclosure requirements for certain debt and equity instruments. The amendments do not create new accounting models; rather, they are intended to enhance the consistency and operability of the current guidance. The Company plans to adopt the standard when it becomes effective in the fiscal year 2027 annual financial statements, and the Company is currently evaluating the impact this guidance will have on the disclosures included in the Notes to the Consolidated Financial Statements.

3. Supplemental Balance Sheet Information

Prepaid expenses and other current assets


	March 31, 2026		December 31, 2025
Prepaid insurance	$	523	$	438
Prepaid professional fees	62		20
Prepaid software	60		78
Right of use asset	9		67
Lease security deposit	188		188
Other	26		29
Prepaid expenses and other current assets	$	868	$	820

Property and equipment, net


	March 31, 2026		December 31, 2025
Scientific equipment	$	357	$	405
Computers and software	6		5
Furniture and fixtures	2		25
Leasehold Improvements	39		39
Auto	27		27
Property and equipment, gross	431		501
Less: accumulated depreciation and amortization	(212)		(195)
Property and equipment, net	$	219	$	306

Depreciation and amortization expense was $49 and $61 for the three months ended March 31, 2026 and 2025, respectively. During the period ended March 31, 2026, the Company wrote off the $37 of property and equipment and recognized a loss of $37 in the accompanying statement of operations.

Other noncurrent assets


	March 31, 2026		December 31, 2025
Prepaid insurance	$	821	$	928

EXICURE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Accrued expenses and other current liabilities


	March 31, 2026		December 31, 2025
Current lease liability	$	22	$	176
Accrued payroll-related expenses	94		82
Accrued litigation and legal fees	250		250
Accrued registration delay payments	396		396
Accrued contingent consideration, current portion	1,213		995
Accrued other expenses	40		299
Accrued expenses and other current liabilities	$	2,015	$	2,198

4. Leases

Redwood City Lease

The Company’s lease arrangements at March 31, 2026 consist of a sublease for office space at its headquarters in Redwood City, California that commenced in July 2022 (the “Redwood Sublease”). The Redwood Sublease is classified as an operating lease.

GPCR USA was subleasing approximately 8,392 square feet of office space in Redwood City, California for its operations that began on July 15, 2022. This 45-month sublease is an operating lease agreement that ended on April 14, 2026. The monthly base rent was approximately $50 for the first six months after the Acquisition. Base rent thereafter is subject to an increase of 3% over the remaining nine months. On January 29, 2026, the Company received a payment demand letter and notice of default from Dren Bio Management, Inc. (formerly known as Dren Brio, Inc.) (“Dren Bio”) whereby Dren Bio notified the Company 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 the Company immediately pay the past due rent and late charges and interest. On March 3, 2026, the Company 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 its facilities situated in Redwood City or in the alternative quit and deliver up possession of the premises. Following receipt of such notice, the Company 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. The Company vacated the facility in Redwood City as of April 15, 2026. The Company is currently reviewing the complaint and evaluating its available defenses and potential responses.

Chicago Lease

On February 13, 2025, the Company executed a Lease Termination Agreement with its landlord related to the Chicago, Illinois lease effective as of January 31, 2025 (the “Chicago Lease”). As a result of this early termination for the Chicago Lease that commenced on July 1, 2020 and would have ended on June 30, 2030, the Company vacated the Chicago office and stopped paying any further amounts owed to its landlord. There were no additional fees or costs related to the early termination. The Company recognized a $6,000 gain in the first quarter of 2025 related to this early termination.

EXICURE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

5. Stockholders’ Equity

Preferred Stock

The Company has 10,000,000 shares of preferred stock, par value $0.0001 authorized and no shares issued and outstanding.

Common Stock

The Company has authorized 200,000,000 shares of common stock, par value $0.0001. As of March 31, 2026 and December 31, 2025, the Company had 6,373,915 and 6,373,893 shares issued and outstanding, respectively.

The holders of Common Stock are entitled to one vote per share on all matters to be voted upon by the Company’s stockholders, and there are no cumulative rights. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of Common Stock are entitled to receive ratably any dividends that may be declared from time to time by the Board out of funds legally available for that purpose. In the event of the Company’s liquidation, dissolution or winding up, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock then outstanding. Common Stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to Common Stock. The outstanding shares of Common Stock are fully paid and non-assessable.

Common Stock Warrants

As of March 31, 2026 and December 31, 2025, warrants to purchase 10,022 shares of common stock at a price of $40.5155 per share that were acquired in the December 2021 registered-direct offering transaction remain outstanding.

6. Equity-Based Compensation

2017 Equity Incentive Plan

On September 22, 2017, the Company’s stockholders approved the Exicure, Inc. 2017 Equity Incentive Plan (the “2017 Plan”), which became effective on November 15, 2017. The 2017 Plan provides for the issuance of incentive awards of up to 38,950 shares of Exicure common stock, which includes 14,466 shares of Exicure common stock to be issued to officers, employees, consultants and directors, plus a number of shares not to exceed 25,559 that are subject to issued and outstanding awards under the Exicure OpCo 2015 Equity Incentive Plan (the “2015 Plan”) and were assumed in the merger transaction on September 26, 2017. Awards that may be awarded under the 2017 Plan include non-qualified and incentive stock options, stock appreciation rights, bonus shares, restricted stock, restricted stock units, performance units and cash-based awards. The number of shares of common stock reserved for issuance under the 2017 Plan automatically increases on January 1 of each year, beginning on January 1, 2020, by the lesser of (i) 30,667 shares, (ii) 5% of the total number of shares of its capital stock outstanding on December 31 of the preceding calendar year, or (iii) a lesser number of shares determined by the Compensation Committee of the Board (the “Compensation Committee”). No future awards will be made under the 2015 Plan upon the effectiveness of the 2017 Plan. On January 1, 2025, pursuant to the terms of the 2017 Plan, the number of awards that are reserved and may be awarded under the 2017 Plan was automatically increased by 30,667 awards. As of March 31, 2026, the aggregate number of awards available for grant under the 2017 Plan was 154,672.

EXICURE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Awards granted under the 2017 Plan are contingent on the participants’ continued employment or provision of non-employee services and are subject to forfeiture if employment or continued service terminates for any reason. The initial award granted to an employee or consultant generally vests 25% on the first 12-month anniversary of the grant date and vests 1/48th monthly thereafter until fully vested at the end of 48 months. Subsequent awards granted to employees or consultants generally vest 1/48th monthly until fully vested at the end of 48 months. The initial stock option grant to a non-employee director vests 1/36th monthly until fully vested at the end of 36 months. Subsequent stock option grants to a non-employee director vests 1/12th monthly until fully vested at the end of 12 months. The term of common stock option grants is 10 years unless terminated earlier as described above.

Equity-based compensation expense for the three months ended March 31, 2026 and for the year ended December 31, 2025 is included in the condensed consolidated financial statements and is immaterial.

Employee Stock Purchase Plan

The 2017 Employee Stock Purchase Plan (the “ESPP”) was adopted by the Board in September 2017 and approved by the Company’s stockholders in September 2017. Through the ESPP, eligible employees may authorize payroll deductions of up to 15% of their compensation to purchase common stock. The maximum number of shares that an employee may purchase on any exercise date in an offer period will be the smaller of (i) 50 shares or (ii) such number of shares as has a fair market value (determined as of the offering date for such offer period) equal to $25,000 within one calendar year minus the fair market value of any other shares of common stock that are attributed to such calendar year. The purchase price per share at each purchase date is equal to 85% of the lower of (i) the closing market price per share of Exicure common stock on the employee’s offering date or (ii) the closing market price per share of Exicure common stock on the exercise date. Each offering period is approximately six months in duration and the first offering period began on November 16, 2020 and ended on May 14, 2021. No shares were issued during 2025 or 2024.

The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2018 and each January 1 thereafter through January 1, 2027, by the least of (i) 2,000 shares; (ii) 0.3% of the outstanding shares of common stock on the last day of the immediately preceding calendar year; or (iii) a lesser number of shares determined by the Board. As of December 31, 2025, there were 12,394 shares available for issuance under the ESPP. On January 1, 2026, the number of shares of common stock available for issuance under the ESPP increased by 10,000 shares. As of March 31, 2026, there were 22,394 shares available for issuance under the ESPP.

7. Segment Reporting

The Company manages its business activities on a consolidated basis and operates as a single operating segment: Biotechnology. The accounting policies of the Biotechnology segment are the same as those described in Note 2 – Summary of Significant Accounting Policies.

The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer, Jung Soo Kim. The CODM uses net loss, as reported on its Consolidated Statements of Comprehensive (Loss) Income, in evaluating performance of the Biotechnology segment and determining how to allocate resources of the Company as a whole. The CODM does not review assets in evaluating the results of the Biotechnology segment, and therefore, such information is not presented.

EXICURE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

The following table provides the operating financial results of the Biotechnology segment:


	Three Months Ended March 31,
	2026		2025
Total revenues	$	—	$	—
Significant segment expenses:
Research and development expense	312		808
General and administrative expense	1,291		2,217
Loss on disposal of assets	37		26
Gain on lease termination	—		(5,974)
Total operating expenses	1,640		(2,923)
Interest and dividend income	—		32
Gain on settlement of accounts payable	—		191
Change in fair value of contingent liability	(188)		(136)
Total other income	(188)		87
Segment net (loss) income	$	(1,828)	$	3,010

8. Income Taxes

The Company incurred pretax income in the three months ended March 31, 2026, but does not expect to end the fiscal year with pretax income. The Company incurred pretax loss for the three months ended March 31, 2025, which consists entirely of loss in the United States and resulted in no provision for income tax expense during the periods then ended. The effective tax rate is 0% in each of the three months ended March 31, 2026 and 2025 because the Company will and has generated tax losses and has provided a full valuation allowance against its deferred tax assets.

9. (Loss) Income Per Common Share

Basic net (loss) income per common share is calculated by dividing net (loss) income by the weighted-average number of shares of common stock outstanding during the period. Diluted net (loss) income per common share is calculated using the treasury share method by giving effect to all potentially dilutive securities that were outstanding. Potentially dilutive options, restricted stock units and warrants to purchase common stock that were outstanding for the three months ended March 31, 2025 were included in the diluted income per share calculation. As a result of the net loss for the three months ended March 31, 2026, all potentially dilutive shares in such period were anti-dilutive, and therefore, excluded from the computation of diluted net loss per share.

EXICURE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

The following is the computation of net (loss) income per common share for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026		2025
Net (loss) income	$	(1,828)	$	3,010

Weighted-average basic common shares outstanding	6,373,903		6,172,268
Dilutive effect of options, restricted stock units and warrants	—		10,411
Weighted-average diluted common shares outstanding	6,373,903		6,182,679

Net (loss) income per share:
Basic	$	(0.29)	$	0.49
Diluted	$	(0.29)	$	0.49

To the extent that securities are “anti-dilutive,” they are excluded from the calculation of diluted net income (loss) per share.


	As of March 31,
	2026	2025
Options to purchase common stock	131	131
Restricted stock units	43	164
Warrants to purchase common stock	10,022	10,022

10. Fair Value Measurements

ASC Topic 820, Fair Value Measurement, establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, as follows: Level 1 Inputs - unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date; Level 2 Inputs - other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 Inputs - unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

Assets and liabilities measured at fair value on a recurring basis as of March 31, 2026 are as follows:


	Total		Level 1		Level 2		Level 3
Liabilities
Contingent consideration	$	5,774	$	—	$	—	$	5,774
Total financial liabilities	$	5,774	$	—	$	—	$	5,774

In connection with the contingent consideration, the Company was not able to pay the first $1,000 Milestone 1 payment within the contractual due date as a result of the Company’s limited cash balance. The Company and GPCR re-negotiated the repayment terms and the Milestone 1 payment is now payable in shares of the Company’s common stock.

EXICURE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

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


	As of March 31, 2026
Milestone	Probability Of Success	Payment Date	Discount Rate
1	100.0%	1/16/2026	9.28%
2	11.7%	3/31/2027	9.28%
3	10.8%	6/30/2028	9.28%
4	10.8%	6/30/2028	9.28%
5	10.8%	12/31/2030	14.28%
6	10.8%	12/31/2031	14.28%
7	10.8%	12/31/2032	14.28%

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


	Three Months Ended March 31,2026		Year Ended December 31,2025
Contingent consideration
Beginning balance	$	6,799	$	—
Contingent consideration assumed in the GPCR USA acquisition	—		5,246
Change in fair value of contingent consideration	188		1,553
Ending balance	$	6,987	$	6,799

At March 31, 2026 and December 31, 2025, current portion of contingent consideration of $1,213 and $995, respectively, was included in accrued expenses and other current liabilities.

Cash and cash equivalents were measured using level 1 inputs as of March 31, 2026. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the period ended March 31, 2026 and the year ended December 31, 2025. The carrying amount of the Company’s receivables and payables approximate their fair value due to their maturity.

The Company uses the market approach and Level 1 and Level 2 inputs to value its cash equivalents and Level 2 inputs to value its short-term investments. The Company uses the market approach and Level 3 inputs to value its liabilities. There were no liabilities measured at fair value on a recurring basis as of March 31, 2026.

11. Commitments and Contingencies

The Company is subject to various claims and legal actions that arise in the ordinary course of business. Management, after consultation with legal counsel, believes that the resolution of these matters will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

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

On March 3, 2026, the Company 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 its facilities situated in Redwood City or in the alternative quit and deliver up possession of the premises. Following receipt of such notice, the Company 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. The Company vacated the facility in Redwood City as of April 15, 2026. The Company is continuing to review the complaint and evaluate its next steps.

The Company and certain of its current and former officers and directors were defendants in Colwell v. Exicure, Inc. et al., a securities class action in the United States District Court for the Northern District of Illinois (Case No. 1:21-cv-06637) (the “Securities Class Action”). On May 26, 2023, plaintiffs filed a second amended complaint generally alleging that the defendants made false statements about the results of experiments concerning the drug XCUR-FXN and asserting claims for violations of federal securities laws under Section 10(b) and Section 20(a) of the Exchange Act and Rule 10b-5 thereunder. On October 8, 2024, the court granted preliminary approval of the settlement in the Securities Class Action and set a schedule for final approval proceedings, including a final approval hearing on January 13, 2025. On January 13, 2025, the court entered final judgment approving a settlement of this litigation, which settlement included a $5.625 million payment.

The settlement described above will be fully covered by insurance. However, the settlement includes a reservation of rights by the insurers against the Company for the unsatisfied portion of its self-insured retainer. As a result, the Company recorded an accrual as of September 30, 2024 for the amount of the unsatisfied retainer of approximately $1.1 million needed to bridge the $2.5 million retainer that the Company is liable for under its self- insured retention. On July 29, 2025, the Company entered into an agreement with the insurer to remit $1 million in order to satisfy the remaining balance of its self-insured retention obligation and paid this on August 13, 2025.

Three related stockholder derivative lawsuits were filed against certain of the Company’s current and former officers and directors and against the Company as a nominal defendant between March and April 2022 in the United States District Court for the Northern District of Illinois (Puri v. Giljohann, et al. (Case No. 1:22-cv-01083); Sim v. Giljohann, et al. (Case No. 1:22-cv-01217)), and the United States District Court for the District of Delaware (Stourbridge Investments LLC v. Exicure, Inc. et al. (Case No. 1:22-cv-00526)) (collectively, the “Derivative Complaints”).

the parties informed the courts in which the Derivative Complaints are pending that they have reached an agreement in principle for global resolutions of the Derivative Complaints and Demand Letter. The agreement in principle remains subject to being memorialized in a formal agreement and subject to court approval. On March 18, 2026, the parties executed a formal settlement agreement. Also on March 18, 2026, the plaintiffs filed a motion for preliminary approval of the settlement in the United States District Court for the Northern District of Illinois. On March 19, 2026, that court granted preliminary approval of the settlement. The court also set a hearing on final approval of the settlement for June 2, 2026.

On October 3, 2023, a former employee filed a complaint against the Company and various of its former executives in the United States District Court for the District of New Jersey. The complaint is primarily a breach of contract claim relating to the former employee’s separation from the Company, as well as a claim for unpaid wages under the Illinois Wage Payment and Collection Act (“IWPCA”). The matter remains pending and settlement efforts have proven unsuccessful. The parties completed discovery depositions in December 2025. Based on information discovered in the plaintiff’s deposition, the Company’s legal counsel believes that the Company will not be successful in its breach of contract defense and that it will likely settle for no less than $250,000 to $300,000. As a result, the Company accrued $250,000 for this legal settlement as of December 31, 2025. The court scheduled a settlement conference on February 5, 2026, where the parties could not agree on a settlement amount because plaintiff is now taking the position that the settlement should reflect, not just payment for the breach of contract claim, but also damages under the IWPCA, which includes 5% in monthly interest that continues to accrue without limitation. Factoring in the IWPCA claims, plaintiff contends the damages are significantly higher. The court then scheduled an ex parte conference for February 24, 2026, prior to which the parties were directed to conduct research regarding the applicability of the IWPCA. Since the parties once again could not agree on a settlement amount, the court scheduled the parties for an in-person Final Pretrial Conference on June 3, 2026. Once the Pretrial Order is finalized, the Company intends to move for partial summary judgment on the IWPCA claims. If that motion is successful, the liability will likely remain in the amount referenced above. If that motion is not successful, the liability under the IWPCA could be significantly higher.

12. Related-Party Transactions

On February 1, 2025, the Company and Paul Kang came to an understanding that they would execute an agreement (the “Consulting Agreement”) by which Mr. Kang would provide transitional consulting services to the Company for the next 12 months. The Consulting Agreement between the Company and Alta Companies LTD (“Alta”) was executed on February 27, 2025. The Company paid Alta $99,000 after execution the agreement and began paying Mr. Kang $12,500 monthly in February 2025. Mr. Kang is the President of Alta and was a director and officer of the Company through early 2025. He was a director from February 2023 to March 2025, and he was the CEO of the Company from August 2023 to January 2025.

13. Subsequent Event

The Company evaluated subsequent events through the date these condensed consolidated financial statements were issued.

On May 28, 2026, the Company received a notice from the Nasdaq Stock Market LLC indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the delayed filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. The Company intends to regain compliance with the filing of this Form 10-Q.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following information should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q and the audited financial information and the notes thereto included in our Annual Report on Form 10-K (the “Annual Report”) for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission, or SEC, on March 25, 2026. This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act, that involve significant risks and uncertainties. Our actual results, performance or experience could differ materially from what is indicated by any forward-looking statement due to various important factors, risks, uncertainties, assumptions and other factors including, but not limited to, those identified in this Quarterly Report on Form 10-Q and in our other SEC filings.

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.

As of March 31, 2026, our cash and cash equivalents were approximately $2.6 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. Additional financing will be needed to fund our ongoing operations and exploration of strategic alternatives and pursue any alternatives that we identify. If we are unable to raise capital, the Company could seek bankruptcy protection and/or cease operations, which may result in our stockholders receiving no or very little value in respect of their shares of our common stock.

We expect to seek financing through equity offerings. However, it may be difficult to obtain financing given our current condition and uncertainty over its future direction. Therefore, we may be unable to raise capital at all or on favorable terms. Our failure to raise capital or enter into such other arrangements as and when needed would have a negative impact on our financial condition and our ability to continue operations.

Overview

Historically, we have been an early-stage biotechnology company focused on developing nucleic acid therapies targeting ribonucleic acid against validated targets. 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.

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.

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 we acquired from GPCR all of the issued and outstanding equity securities of its then-subsidiary, GPCR Therapeutics USA Inc., a California corporation (“GPCR USA”). In connection with the closing of the Share Purchase Agreement, the Company and GPCR entered into a License and Collaboration Agreement to further develop and commercialize GPCR’s technologies related to certain intellectual property and patents. 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.

GPCR USA completed its Phase 2 clinical trial in January 2026 that focused on blood cancer patients, particularly those eligible for hematopoietic stem cell transplantation, commonly referred to as bone marrow transplant. Its current clinical trial involves the combined administration of GPC-100 (a small molecule antagonist with a high binding affinity to a chemokine receptor) and propranolol (a beta-blocker drug that affects the heart and circulation) for mobilization of stem cells in Multiple Myeloma patients. In accordance with the terms of the License and Collaboration Agreement, we intend to make a milestone payment of $1,000,000 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. 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 entertainment content. On November 24, 2025, the Company completed the sale of KC Creation to East Ocean Development Co., Ltd. for total consideration of $474,000. As a result of the transaction, the Company no longer has a controlling financial interest in the subsidiary, and therefore, deconsolidated the entity as of the disposal date.

Recent Developments

Nasdaq Listing Requirements Deficiency Notices

As previously disclosed, we have received numerous deficiency notices with respect to various Nasdaq listing requirements in the past year. Most recently, On May 28, 2026, the Company received a notice from Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rules as a result of the delayed filing of its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The Company is working diligently to complete and file the Form 10-Q as soon as practicable in order to regain compliance with the applicable Nasdaq listing requirements.

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.

Critical Accounting Estimates

We prepare our condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, which require our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.

We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our condensed consolidated financial statements that require estimation but are not deemed critical, as defined above.

Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board of Directors. Changes in estimates used in these and other items could have a material impact on our condensed consolidated financial statements. 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.

Business Combinations

We follow the acquisition method of accounting to record identifiable assets acquired and liabilities assumed or recognized 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”). 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 (MPEEM) for the acquired IPR&D. 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.

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.

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.

Results of Operations

Comparison of the Three Months Ended March 31, 2026 and 2025

The following table summarizes the results of our operations for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
(dollars in thousands)	2026	2025	Change
Revenue:
Revenue	$ —	$ —	—	— %
Total Revenue	—	—	—	— %
Operating expenses:
Research and development expense	312	808	(496)	(61) %
General and administrative expense	1,291	2,217	(926)	(42) %
Loss on disposal of assets	37	26	11	42 %
Gain on early lease termination	—	(5,974)	5,974	100 %
Total operating expenses	1,640	(2,923)	4,563	(153) %
Operating income (loss)	(1,640)	2,923	(4,563)	(153) %
Other income, net:
Dividend income	—	27	(27)	(100) %
Interest income	—	5	(5)	(100) %
Gain on settlement of accounts payables	—	191	(191)	(100) %
Change in fair value of contingent liability	(188)	(136)	(52)	38 %
Total other income, net	(188)	87	(275)	(316) %
Net loss before provision for income taxes	(1,828)	3,010	(4,838)	(161) %
Provision for income taxes	—	—	—
Net income (loss)	$ (1,828)	$ 3,010	$ (4,838)	(161) %

Research and development expense

The following table summarizes our research and development expenses incurred during the periods indicated:


	Three Months Ended March 31,
(dollars in thousands)	2026	2025	Change
Employee-related expense	$ 275	$ 209	$ 66	32 %
Clinical development programs expense	37	599	(562)	(94) %
Total research and development expense	$ 312	$ 808	$ (496)	(61) %

Research and development expense was $0.3 million for the three months ended March 31, 2026, reflecting a decrease of $0.5 million, or 61% from research and development expense of $0.8 million for three months ended March 31, 2025. The Company incurred research and development expense in 2025 after the acquisition of GPCR USA; however, the Company significantly reduced its operating expenses, including research and development expense, during the three months ended March 31, 2026 pending the Company’s restructuring and reorganization.

General and administrative expense


	Three Months Ended March 31,
(dollars in thousands)	2026	2025	Change
General and administrative expense	$ 1,291	$ 2,217	(926)	(42) %
Full time employees	2	8	(6)

General and administrative expense was $1.3 million for the three months ended March 31, 2026, representing a decrease of $0.9 million or 42%, from $2.2 million for the three months ended March 31, 2025. The decrease for the three months ended March 31, 2026 was due to the decreased number of full time employees and professional services compared to the same prior-year quarter.

Loss from sale or disposal of property and equipment

The Company recognized a $37,000 loss from the disposal of GPCR USA’s fixed assets for the three months ended March 31, 2026, compared to $26,000 in the comparative period in 2025.

Gain on early lease termination

Due to the early termination of the Chicago Lease as of January 31, 2025, the Company recognized a $6 million gain resulting from the reversal of the remaining liability related to this lease for the three months ended March 31, 2025.

Other income and expense

The Company recognized a loss of $188,000 related to the change in the fair value of its contingent liability for the three months ended March 31, 2026, compared to $136,000 in the comparative period in 2025.

For the three months ended March 31, 2026, the Company did not have any dividend and interest income, whereas the Company reported dividend income of $27,000 and interest income of $5,000 for the three months ended March 31, 2025. In addition, the Company recognized a gain on settlement of accounts payable of $191,000 for the three months ended March 31, 2025.

Liquidity and Capital Resources

Since our inception, we have incurred significant operating losses. We generated limited revenue from our collaboration agreements, which have since been terminated. We have funded our operations to date with proceeds received from equity financings and payments received in connection with collaboration agreements, which have since been terminated. Currently we are exploring strategic alternatives and generating limited revenue. As of March 31, 2026, our cash and cash equivalents were $2.6 million.

We incurred net loss of approximately $1.8 million for the three months ended March 31, 2026 and net income of $3.0 million for the three months ended March 31, 2025. We 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 a result, there is substantial doubt about our ability to continue as a going concern. Additional financing will be needed to fund our ongoing operations and exploration of strategic alternatives and pursue any alternatives that we identify. We may need to seek bankruptcy protection and/or cease operations in the near term, which may result in our stockholders receiving no or very little value in respect of their shares of our common stock.

See “Funding Requirements” below for additional information on our future capital needs.

Cash Flows

The following table shows a summary of our cash flows for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
(in thousands)	2026	2025
	(unaudited)
Net cash used in operating activities	$ (1,142)	$ (1,598)
Net cash used in investing activities	—	(2,090)
Net cash provided by financing activities	—	1,600
Net (decrease) in cash and cash equivalents	$ (1,142)	$ (2,088)

Operating activities

Net cash used in operating activities was $1.1 million and $1.6 million for the three months ended March 31, 2026 and 2025, respectively. The decrease in cash used in operating activities for the three months ended March 31, 2026 of $0.5 million was due to the Company’s reduced spending and reduced number of employees, to conserve cash during the restructuring and reorganization.

Investing activities

Net cash used in investing activities was $0.0 million and $2.1 million for the three months ended March 31, 2026 and 2025, respectively. The cash used by investing activities of $2.1 million for the prior year was due to the purchase of GPCR USA. The Company did not have any investing activities for the current year.

Financing activities

Net cash provided by financing activities was $0.0 million and $1.6 million for three months ended March 31, 2026 and 2025, respectively. The $1.6 million provided by financing activities in the prior year is due to the funds

received from the common stock purchase agreements during the three months ended March 31, 2025. The Company did not have any financing activities during the three months ended March 31, 2026.

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. Our future capital requirements are difficult to forecast and will depend on many factors, including, but not limited to:

•the results of our exploration of strategic alternatives, including any potential transactions;

•the results of any future or pending litigation against the Company;

•the extent to which we encounter increased costs as a result of global and macroeconomic conditions, including rising inflation and interest rates, supply chain disruptions, fluctuating exchange rates, and increases in commodity, energy and fuel prices; and

•unknown legal, administrative, regulatory, accounting, and information technology costs as well as additional costs associated with operating as a public company.

Until such time, if ever, as we can generate substantial revenue, we expect to finance our cash needs primarily through equity offerings. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders may be materially diluted, and the terms of such securities could include liquidation or other preferences that adversely affect the rights of our stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include restrictive covenants that limit our ability to take specified actions, such as incurring additional debt, making capital expenditures or declaring dividends. 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. Any further disruption or slowdown in the global financial markets and economy may negatively affect our ability to raise funding through equity or debt financings on attractive terms or at all, which could in the future negatively affect our operations.

Going Concern

In accordance with Accounting Standards Codification 205-40, Going Concern, we have evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. In the absence of a significant source of recurring revenue, our continued viability is dependent on our ability to continue to raise additional capital to finance our operations. As discussed above, there are substantial uncertainties about our ability to raise such financing.

Contractual Obligations and Commitments

There have been no material changes to our contractual obligations and commitments from those described in our Annual Report.

Item 3. 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 requested by this Item.

Item 4. Controls and Procedures.

Limitations on Effectiveness of Controls

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026. Based on the evaluation of our disclosure controls and procedures as of March 31, 2026, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weakness described below.

Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Management identified material weaknesses in the Company’s internal control over financial reporting related to the following:

1.Management’s review of the accounting treatment of non-routine activities.

2.The Company failed to design and implement controls around all accounting and information technology processes and procedures.

These matters have been reviewed with our Audit Committee.

Remediation Plan

We are evaluating the material weakness and are developing a plan of remediation to strengthen the effectiveness of the design and operation of our internal control environment. The remediation plan will include enhancing our review procedures within our accounting department, implementing additional review procedures with respect to accumulation and evaluation of information that is known or knowable to the Company at the time, and applying that information to the applicable accounting guidance. Subject to our ability to obtain additional financing and the results of our review of strategic alternatives, we will also consider whether additional personnel are necessary.

Changes in Internal Control over Financial Reporting

Other than described above, there were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

The settlement described above will be fully covered by insurance. However, the settlement includes a reservation of rights by the insurers against the Company for the unsatisfied portion of its self-insured retainer. As a result, the Company recorded an accrual as of September 30, 2024 for the amount of the unsatisfied retainer of approximately $1.1 million needed to bridge the $2.5 million retainer that the Company is liable for under its self- insured retention. On July 29, 2025, the Company entered into an agreement with the insurer to remit $1.0 million in order to satisfy the remaining balance of its self-insured retention obligation and paid this on August 13, 2025.

On March 18, 2022, James McNabb, through counsel, sent a written demand to the Company (the “Demand Letter”) demanding that the Board investigate certain allegations and commence proceedings on the Company’s behalf against certain of the Company’s officers and directors for alleged breaches of fiduciary duties and corporate waste. The Derivative Complaints and the Demand Letter are currently stayed. On or around July 22, 2025, the parties informed the courts in which the Derivative Complaints are pending that they have reached an agreement in principle for global resolutions of the Derivative Complaints and Demand Letter. The agreement in principle

remains subject to being memorialized in a formal agreement and subject to court approval. On March 18, 2026, the parties executed a formal settlement agreement. Also on March 18, 2026, the plaintiffs filed a motion for preliminary approval of the settlement in the United States District Court for the Northern District of Illinois. On March 19, 2026, that court granted preliminary approval of the settlement. The court also set a hearing on final approval of the settlement for June 2, 2026.

General

We may also be a party to litigation and subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Table of Contents

Item 1A. Risk Factors.

Not applicable to smaller reporting companies

Item 6. Exhibits

Incorporated by Reference

Exhibit

No.

Exhibit Description

Form

Exhibit No.

Filing Date

File No.

3.1

Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on November 15, 2017.

10-K

3.3

3/11/21

001-39011

3.2

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Exicure, Inc., effective June 29, 2022.

8-K

3.1

06/29/22

001-39011

3.3

Amended and Restated Bylaws, as currently in effect.

8-K

3.4

10/02/17

000-55764

3.4

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Exicure, Inc., effective August 27, 2024

8-K

3.1

8/26/24

001-39011

31.1*

Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Table of Contents

* Filed herewith.

** The certification attached as Exhibit 32.1 that accompanies this Quarterly Report on Form 10-Q is not deemed filed with the SEC and is not to be incorporated by reference into any filing of Exicure, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of such Form 10-Q), irrespective of any general incorporation language contained in such filing.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 29, 2026


EXICURE, INC.

By:			/s/ Jung Soo Kim
			Jung Soo Kim
			Chief Executive Officer

By:			/s/ Gyuyeob Lee
			Gyuyeob Lee
			Chief Financial Officer

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Date	Price Target	Rating	Analyst
12/13/2021	$2.25 → $0.40	Buy → Neutral	Chardan Capital Markets
11/23/2021	$7.00 → $2.25	Buy	Chardan Capital

SEC Form 10-Q filed by Exicure Inc.

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