Business Context and Reporting Period
Company: EXICURE, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: October 27, 2017
Event: Entry into a Material Definitive Agreement and Unregistered Sales of Equity Securities regarding a Subsequent Closing of a private placement financing.
Key Financial Metrics
- Gross Proceeds: Approximately $5.6 million from the sale of 1,878,335 shares of common stock.
- Share Price: $3.00 per share.
- Placement Agent Fees: $0.6 million in cash fees plus 132,884 warrants (exercise price $3.00) and 50,000 shares of common stock.
- Expense Reimbursement: Up to $50,000 reimbursed to Placement Agents for expenses incurred across all closings.
- Total Private Placement Capacity: Up to 13,333,333 shares (Maximum Amount), with an option to sell an additional 3,333,333 shares for over-subscriptions.
Note: This filing does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics for the company's operations.
Material Changes
This filing reports a "Subsequent Closing" of a private placement previously initiated on October 2, 2017. The material change is the issuance of an additional 1,878,335 shares to accredited investors, increasing the total capital raised in this financing round. The terms of this closing mirror the initial closing, with a provision that initial investors receive the benefit of any more favorable terms in subsequent closings through November 30, 2017.
Guidance, Outlook, and Risks
- Outlook: The Company may extend the period for additional closings until November 30, 2017. If over-subscribed, the Company may sell up to 3,333,333 additional shares.
- Registration Rights: The Company is required to file a "resale" registration statement with the SEC within 60 calendar days from the final closing of the Private Placement to cover shares issued in this placement, a recent reverse merger, and pre-merger stockholder shares.
- Risks: The filing includes a standard cautionary note regarding forward-looking statements. Actual results may differ materially due to risks and uncertainties, including those related to the Company's technology, potential therapies, and clinical/regulatory objectives. Specific risk factors are referenced in the Prior 8-K filed on October 2, 2017.
Investor Verification Checklist
- Verify the total aggregate proceeds raised in the entire Private Placement (Initial Closing + Subsequent Closing) to assess total capital available.
- Confirm the final closing date to determine the 60-day deadline for the required resale registration statement.
- Review the "Prior 8-K" (filed October 2, 2017) for the full "Risk Factors" section and details on the initial closing terms.
- Check for any announcements regarding the extension of the closing period beyond November 30, 2017, or the sale of over-subscription shares.