Business Context and Reporting Period
This Form 8-K is filed by Max-1 Acquisition Corporation (not Exicure, Inc.) on June 15, 2017, reporting events occurring on June 15 and June 16, 2017. The company is a Delaware corporation with principal executive offices in Boca Raton, Florida.
Key Financial Metrics and Capital Structure
- Capital Raised: The Company issued 250,000 shares of Common Stock to four accredited investors at $0.025 per share, generating gross proceeds of $6,250.
- Outstanding Shares: As of the filing date, the Company has 1,250,000 shares of Common Stock issued and outstanding.
- Secondary Transaction: A separate transaction involved the sale of 35,000 shares from a director to a majority stockholder for $875.00; these proceeds did not go to the Company.
- Revenue, Profit, and Cash Flow: The filing text does not provide a clear value for revenue, profit, operating cash flow, margins, debt, or liquidity metrics.
Material Changes
The primary material change is the increase in outstanding shares from 1,000,000 to 1,250,000 following the issuance of 250,000 new shares. Additionally, there was a change in beneficial ownership between two insiders (Ian Jacobs and Mark Tompkins) involving 35,000 shares.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond standard securities law disclosures. The securities were sold pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, exempt from registration requirements.
Investor Verification Checklist
- Verify the identity of the issuer (Max-1 Acquisition Corporation) versus the metadata label (Exicure, Inc.).
- Confirm the total number of outstanding shares (1,250,000) and the dilution impact of the new issuance.
- Review the attached Form of Common Stock Purchase Agreement (Exhibit 10.1) for specific terms and conditions.
- Assess the financial health of the company given the minimal capital raised ($6,250) and lack of reported operating revenue.