UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): November 04, 2026 |
Exicure, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-39011 |
81-5333008 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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103 Foulk Road #202 |
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Wilmington, Delaware |
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19803 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 847 673-1700 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share |
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XCUR |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On November 4, 2026, Exicure, Inc., a Delaware corporation (the “Company”), and its wholly owned subsidiary, GPCR Therapeutics USA Inc., a California corporation (“GPCR USA”), entered into an Intellectual Property, Asset and License Assignment Agreement (the “Purchase Agreement”) with GPCRT Inc., a corporation organized under the laws of the Republic of Korea (the “Purchaser”), pursuant to which the Company and GPCR USA agreed to sell, and the Purchaser agreed to purchase, certain assets and rights relating to the GPC-100 (burixafor) program (the “Assets”), on the terms and subject to the conditions set forth in the Purchase Agreement (the “Transaction”).
The Assets consist of the Company’s rights and interests under the License and Collaboration Agreement, dated January 19, 2025, between the Company and GPCR Therapeutics, Inc. (“GPCR”), together with the assigned contracts, intellectual property, clinical, regulatory, scientific and development data and records, physical materials, equipment and other assets of the Company and GPCR USA used or held for use primarily in connection with the GPC-100 program, in each case as identified in the Purchase Agreement. No shares or other equity interests of GPCR USA are being transferred, and GPCR USA will remain a wholly owned subsidiary of the Company following the closing. The assignment of the License and Collaboration Agreement and of certain other assigned contracts is subject to the receipt of any required consent of GPCR or the applicable counterparty.
The aggregate purchase price for the Assets is KRW 6,500,000,000 (approximately US$4.8 million) (the “Purchase Price”), payable entirely in cash as follows: (i) a deposit of KRW 500,000,000 previously paid by the Purchaser to the Company, which is credited against the Purchase Price; (ii) an interim payment of KRW 2,000,000,000 payable on or before November 16, 2026, or such other date as the parties may agree in writing; and (iii) a final payment of KRW 4,000,000,000 payable at the closing, or such other date as the parties may agree in writing. No securities of the Purchaser are being issued in the Transaction.
At the closing, the Purchaser will assume the liabilities and obligations specified in the Purchase Agreement, including the obligations under the License and Collaboration Agreement to be performed from and after the closing (including future milestone and royalty payment obligations owed to GPCR), the obligations under the assigned contracts to be performed from and after the closing, and compensation and benefit liabilities relating to those GPCR USA employees identified in the Purchase Agreement who accept the employment or engagement that the Purchaser has agreed to offer them. All other liabilities of the Company and GPCR USA will be retained by the Company or GPCR USA, as applicable. As between the parties, liabilities and costs relating to the GPC-100 program incurred on or before August 31, 2026 remain the responsibility of the Company or GPCR USA, and those incurred on or after September 1, 2026 are the responsibility of the Purchaser, which has agreed to reimburse the Company and GPCR USA at the closing for any such amounts paid or funded by them. Certain other program costs are reimbursable by the Purchaser under a separate cost reimbursement arrangement between the parties referred to in the Purchase Agreement. These allocation provisions do not by themselves release the Company or GPCR USA from obligations owed to third parties.
The closing of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including approval of the Purchase Agreement by the boards of directors of the Company, GPCR USA and the Purchaser; the receipt of required regulatory approvals and material third-party consents, and any required stockholder approval; the receipt of a waiver and release from GPCR, in form and substance satisfactory to the Company, under which GPCR waives any right to receive any portion of the Purchase Price or any reimbursement amounts arising solely as a result of the Transaction; the absence of any legal prohibition on the Transaction; and any approval of the Company’s stockholders required under applicable law, the Company’s governing documents, Nasdaq requirements or any binding contractual obligation. The obligation of the Company and GPCR USA to complete the closing is also conditioned on their receipt of all amounts payable to them under the Purchase Agreement, including the Purchase Price. The Purchase Agreement contains customary representations, warranties and covenants of the parties, including covenants of the Company and GPCR USA regarding the preservation of the Assets prior to the closing, and provides for mutual indemnification, subject to specified limitations. There can be no assurance that the Transaction will be completed on any currently contemplated timetable or at all.
There is no material relationship between the Company or its affiliates and the Purchaser, other than in respect of the Purchase Agreement, and the terms of the Purchase Agreement were negotiated on an arm’s-length basis.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Purchase Agreement has been included to provide investors with information regarding its terms and is not intended to provide any other factual information about the Company, GPCR USA or the Purchaser. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties rather than establishing those matters as facts, and may be subject to standards of materiality that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants, or any descriptions thereof, as characterizations of the actual state of facts or
condition of the Company, GPCR USA or the Purchaser. Information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, and subsequent information may or may not be fully reflected in the Company’s public disclosures.
Item 7.01. Regulation FD Disclosure.
On November 10, 2026, the Company issued a press release announcing the entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements. This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected timing of the interim payment and closing, the satisfaction of closing conditions and any modification of the Transaction. These statements are subject to risks and uncertainties, including that the closing conditions are not satisfied or waived, that the Purchaser does not make payments when due, that the parties modify the terms or structure of the Transaction, and the risks described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as updated by its subsequent filings with the SEC. The Company undertakes no obligation to update these statements except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Exhibit Description |
10.1* |
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Intellectual Property, Asset and License Assignment Agreement, made effective as of November 30, 2026, among Exicure, Inc., GPCR Therapeutics USA Inc. and GPCRT Inc. |
99.1 |
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Press release of Exicure, Inc., dated November 10, 2026 (furnished herewith) |
104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and embedded within the Inline XBRL document). |
* Certain schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished.
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 hereunto duly authorized.
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EXICURE, Inc. |
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Date: |
10 November 2026 |
By: |
/s/ Jung Soo Kim |
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Jung Soo Kim
Chief Executive Officer |
Exicure, Inc. Announces Agreement to Sell GPC-100 Program Assets to GPCRT Inc. for KRW 6.5 Billion
WILMINGTON, Del., November 10, 2026 – Exicure, Inc. (Nasdaq: XCUR) (“Exicure” or the “Company”) today announced that on November 4, 2026, the Company and its wholly owned subsidiary, GPCR Therapeutics USA Inc. (“GPCR USA”), entered into an Intellectual Property, Asset and License Assignment Agreement (the “Agreement”) with GPCRT Inc. (“GPCRT”), a company organized under the laws of the Republic of Korea, under which GPCRT has agreed to acquire the Company’s GPC-100 (burixafor) program assets for an aggregate cash purchase price of KRW 6.5 billion (approximately US$4.8 million).
The assets to be sold consist of the Company’s rights under its License and Collaboration Agreement with GPCR Therapeutics, Inc. dated January 19, 2025, together with the related contracts, intellectual property, clinical and regulatory data, materials and equipment of the Company and GPCR USA used in the GPC-100 program. GPC-100 is being evaluated in combination with propranolol for stem cell mobilization in patients with multiple myeloma, and GPCR USA completed its Phase 2 clinical trial of GPC-100 in January 2026. GPCR USA will remain a wholly owned subsidiary of Exicure following the closing.
Of the purchase price, KRW 500 million has previously been paid by GPCRT and will be credited against the purchase price, KRW 2.0 billion is payable on or before November 16, 2026 and the remaining KRW 4.0 billion is payable at the closing, in each case subject to any other payment date agreed by the parties in writing. From and after the closing, GPCRT will assume the obligations under the License and Collaboration Agreement, including future milestone and royalty payments, and under the assigned program contracts, and GPCRT will bear the costs of the GPC-100 program incurred on or after September 1, 2026, as provided in the Agreement. Exicure and GPCR USA will retain all other liabilities, including GPC-100 program liabilities incurred before September 1, 2026.
The closing is subject to customary closing conditions, including required approvals and third-party consents, a waiver and release from GPCR Therapeutics, Inc. and any approval of the Company’s stockholders that may be required. There can be no assurance that the transaction will be completed on the anticipated timetable or at all.
The sale of the GPC-100 program assets is part of the Company’s ongoing evaluation of strategic alternatives intended to maximize stockholder value and is expected to strengthen the Company’s financial position.
Additional information regarding the Agreement is included in the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”).
About Exicure, Inc.
Exicure, Inc. (Nasdaq: XCUR) has historically been an early-stage biotechnology company focused on developing nucleic acid therapies targeting ribonucleic acid against validated targets. Following its restructuring and the suspension of its clinical and development activities, the Company has been evaluating strategic alternatives to maximize stockholder value. In January 2025, the Company acquired GPCR Therapeutics USA Inc., a clinical-stage biotechnology company developing treatments for blood disorders, whose lead program, GPC-100, has been evaluated for improving stem cell mobilization in multiple myeloma and sickle cell disease and for supporting cell and gene therapy. For more information, visit www.exicuretx.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding the proposed sale of the GPC-100 program assets, the expected timing of the interim payment and the closing, the satisfaction of closing conditions, the assumption of liabilities and the reimbursement of costs by GPCRT, the expected effect of the transaction on the Company’s financial position, and the Company’s evaluation of strategic alternatives, are forward-looking statements. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “will,” “may” and similar expressions are intended to identify forward-looking statements. These statements are based on the Company’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including the risk that the closing conditions are not satisfied or waived, that required consents, waivers or approvals are not obtained, that GPCRT does not make the payments when due, that the parties modify the terms or structure of the transaction, that the Company may have limited or no operating business following the transaction, fluctuations in the exchange rate between the Korean won and the U.S. dollar, the Company’s liquidity and ability to continue as a going concern, and the Company's ability to maintain the listing of its common stock on Nasdaq, as well as the risks described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 25, 2026, as updated by the Company’s subsequent filings with the SEC. Forward-looking statements speak only as of the date of this press release, and the Company undertakes no obligation to update them except as required by law.
Contact
Exicure, Inc.
Email: pr@exicuretx.com
