Business Context and Reporting Period
Company: Exicure, Inc. (XCUR)
Filing Type: Form 8-K (Current Report)
Date of Report: May 23, 2024 (Earliest event reported: May 21, 2024)
Context: The Company received a Staff Delisting Determination from The Nasdaq Stock Market LLC regarding its failure to meet continued listing requirements.
Key Financial Metrics
This filing is a current report regarding regulatory compliance and does not contain financial statements. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Delisting Determination
On May 21, 2024, Nasdaq notified Exicure, Inc. of a delisting determination based on the following failures:
- Form 10-K Delinquency: Failure to file the annual report for the year ended December 31, 2023, by the extended deadline of May 20, 2024 (Nasdaq Listing Rule 5250(c)(1)).
- Form 10-Q Delinquency: Failure to file the quarterly report for the first quarter of 2024.
- Annual Meeting Failure: Continued delinquency under Rule 5620 for not holding the 2023 Annual Meeting of Stockholders.
Consequences: Trading of the Company's common stock was scheduled to be suspended on the Nasdaq Capital Market at the opening of business on May 30, 2024, unless an appeal was requested by May 28, 2024.
Guidance, Outlook, and Management Commentary
Management Action Plan:
- The Company intends to file an appeal to Nasdaq's Hearings Panel by the May 28, 2024 deadline.
- A timely appeal request would automatically stay the suspension of trading for 15 days.
- The Company intends to seek an extended stay pending the hearing, though no assurance is provided that an extension will be granted.
- Management is working to complete and file the Form 10-K and Q1 Form 10-Q as soon as practicable.
- Management plans to hold a combined 2023 and 2024 Annual Meeting of Stockholders as soon as practicable.
Risks and Contingencies:
- There is no assurance the Company will regain compliance or succeed in its appeal.
- Risks include unanticipated delays in filing reports, the complexity of resolving issues identified during the review process, and the possibility that Nasdaq will not accept the compliance plan.
- If the appeal fails or compliance is not achieved, the Company's securities may be removed from listing and registration on Nasdaq.
Investor Verification Checklist
- Verify the status of the appeal filed with Nasdaq's Hearings Panel by May 28, 2024.
- Monitor for the filing of the overdue Form 10-K (FY 2023) and Form 10-Q (Q1 2024).
- Confirm the scheduling and occurrence of the combined 2023 and 2024 Annual Meeting of Stockholders.
- Check for any subsequent Form 25-NSE filings which would confirm removal from Nasdaq listing.
- Review the outcome of the Nasdaq Hearings Panel regarding the extended stay of trading suspension.