Exicure, Inc. (XCUR) 10-K Summary: Fiscal Year Ended December 31, 2025
Business Context and Reporting Period
This Annual Report on Form 10-K covers the fiscal year ended December 31, 2025. Exicure, Inc. is a non-accelerated filer and smaller reporting company. Historically an early-stage biotechnology firm, the Company halted its original research and development (R&D) in 2022 and sold its historical biotechnology assets in 2024. The Company is currently in a transitional phase, exploring strategic alternatives to maximize stockholder value. In January 2025, Exicure acquired GPCR Therapeutics USA Inc. ("GPCR USA") to pursue new clinical opportunities in blood cancer and stem cell mobilization. The Company has no current commercial product revenue and relies on financing and strategic transactions for operations.
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Revenue | $0 | $0.5 million |
| Net Loss | $(4.9) million | $(9.7) million |
| Operating Loss | $(4.2) million | $(12.2) million |
| Cash and Cash Equivalents (Year-End) | $3.7 million | $12.5 million |
| Net Cash Used in Operating Activities | $(8.6) million | $(2.9) million |
| Accumulated Deficit | $(204.2) million | $(199.3) million |
| Contingent Consideration Liability | $5.8 million | $0 |
Note: The 2025 net loss includes a $1.6 million loss from the change in fair value of contingent consideration related to the GPCR USA acquisition and a $0.1 million loss on the sale of a foreign subsidiary. The 2024 net loss included a $5.7 million right-of-use asset impairment loss and $1.6 million in litigation legal expenses.
Material Changes vs. Prior Period
- Revenue Decline: Revenue dropped to zero in 2025 compared to $0.5 million in 2024, as the Company no longer holds the patent license that generated the prior year's income.
- Acquisition of GPCR USA: In Q1 2025, the Company acquired GPCR USA, resulting in new R&D expenses of $3.3 million (compared to $0 in 2024) and the recognition of $4.4 million in goodwill and $3.8 million in intangible assets.
- Lease Termination Gain: The Company recognized a $6.0 million gain in 2025 from the early termination of its Chicago lease, significantly reducing the operating loss compared to 2024.
- Liquidity Reduction: Cash reserves decreased by approximately $8.8 million year-over-year, driven by operating cash burn and investing activities related to the GPCR USA acquisition.
- Management Turnover: Significant changes occurred in the Board and executive leadership in early 2026, with the resignation of the former CEO and CFO and the appointment of new leadership.
Guidance, Outlook, Risks, and Contingencies
Going Concern: The Company has disclosed substantial doubt about its ability to continue as a going concern. With $3.7 million in cash and no revenue, current liquidity is insufficient to fund operations for the next 12 months. Additional financing is required immediately to avoid potential bankruptcy or cessation of operations.
Outlook and Strategy: Management is focused on exploring strategic alternatives, including acquisitions, partnerships, and raising additional capital. The Company intends to make a $1.0 million milestone payment to GPCR in Q2 2026 in the form of common stock.
Key Risks and Contingencies:
- Legal Proceedings: The Company is facing an unlawful detainer complaint from its landlord (Dren Bio) regarding unpaid rent of approximately $0.7 million at its Redwood City headquarters. Additionally, a former employee lawsuit regarding unpaid wages is pending, with a potential liability exceeding the accrued $0.25 million.
- Internal Controls: The Company identified material weaknesses in internal controls over financial reporting, specifically regarding the review of non-routine activities and IT process controls.
- Nasdaq Compliance: The Company previously received a delinquency notification for late filing of a 10-Q but regained compliance in June 2025. Continued compliance is not guaranteed.
- Convertible Notes: The Company attempted to redeem $2.1 million in convertible notes receivable, but the issuer appears to have ceased operations, creating uncertainty regarding the recovery of these funds.
Investor Verification Checklist
- Cash Runway: Verify the sufficiency of the $3.7 million cash balance against current burn rates and the timeline for securing new financing.
- Lease Default: Monitor the status of the $0.7 million rent default and the potential loss of the Redwood City headquarters.
- Strategic Alternatives: Assess the progress of the search for strategic partners or acquirers, given the lack of organic revenue.
- Management Stability: Evaluate the impact of the recent board and executive turnover on the execution of the new strategy.
- Contingent Liability: Review the assumptions behind the $5.8 million contingent consideration liability and the probability of achieving GPCR USA milestones.