[SCHEDULE 13D/A] EXICURE, INC. SEC Filing

Rhea-AI Filing Summary

Exicure HiTron Inc. reports owning 3,333,333 shares of Exicure, Inc. common stock, equal to approximately 52.8% of the outstanding shares based on 6,317,793 shares outstanding as of August 5, 2025. The filing amends prior Schedule 13D disclosures and reports corporate actions: on September 8, 2025 four directors resigned and, after nomination by the Reporting Person, the board appointed two nominees so that a majority of the board remains composed of the Reporting Person's nominees. The Reporting Person made no other share transactions in the prior 60 days. Separately, on September 18, 2025 Exicure HiTron entered into Share Pledge Agreements, pledging 1,600,000 shares as collateral to two creditors in connection with a private placement of convertible bonds; voting and dividend rights on the pledged shares remain with the Reporting Person unless an event of default occurs.

Positive

• Majority ownership (52.8%) giving the Reporting Person de facto control of Exicure's board and strategic decisions
• Board composition secured by appointment of Reporting Person nominees, creating governance stability from the acquirer's perspective

Negative

• 1,600,000 shares pledged as collateral for convertible bonds, creating potential creditor enforcement risk if an event of default occurs
• Material ownership concentration could raise minority shareholder concerns and reduce independent governance oversight

Insights

Corporate Governance Specialist

TL;DR: Reporting Person controls a majority of Exicure's shares and has secured board representation, consolidating control over corporate decisions.

The Reporting Person's beneficial ownership of 52.8% establishes de facto control of the issuer and the recent board changes — resignations followed by appointment of Reporting Person nominees — confirm governance control. This concentration simplifies strategic decision-making for the controlling holder and reduces the likelihood of competing shareholder blocs. The continued retention of voting rights on pledged shares preserves control unless a default triggers creditor remedies. Materiality is high because a >50% holder can direct corporate strategy, board composition, and certain corporate transactions.

Credit and Risk Analyst

TL;DR: Pledging 1,600,000 shares as collateral against convertible bonds introduces creditor enforcement risk that could affect share ownership and governance if default occurs.

The Pledge Agreements secure obligations to two creditors in connection with a private convertible bond placement. While voting and dividend rights remain with the Reporting Person absent default, the pledged 1.6M shares represent a meaningful portion of the Reporting Person's stake and could be seized or transferred to creditors upon default, materially altering ownership and potentially diluting or shifting control. Investors should note the existence of secured financing tied to equity collateral; the filing does not disclose covenant terms, default events, or the size and structure of the convertible bonds, limiting full risk assessment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Exicure, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

30205M309

(CUSIP Number)

Andy Yoo, CEO
Exicure HiTron Inc., 99-13 Masan-Gil, Miyang-Myeon
Anseong-si, Gyeonggi-do, M5, 17601
82-106-220-2280

Jeongseok Jay Yu, Esq.
Foley Hoag LLP, Seaport West, 155 Seaport Boulevard
Boston, MA, 02210
(617) 832-1000

Daniel S. Clevenger, Esq.
Foley Hoag LLP, Seaport West, 155 Seaport Boulevard
Boston, MA, 02210
(617) 832-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/18/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 30205M309

1

Name of reporting person

Exicure HiTron Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

KOREA, REPUBLIC OF

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,333,333.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,333,333.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,333,333.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

52.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Exicure, Inc.
(c)	Address of Issuer's Principal Executive Offices: 400 Seaport Court, Suite 102, Redwood City, CALIFORNIA , 94063.
Item 1 Comment: This Amendment No. 2 (this "Amendment") to the statement on Schedule 13D with respect to beneficial ownership of shares of common stock, par value $0.0001 per share (the "Shares"), of Exicure, Inc., a Delaware corporation (the "Issuer"), filed by Exicure HiTron Inc. (f/k/a HiTron Systems Inc.), a South Korean corporation (the "Reporting Person"), amends and supplements the beneficial ownership statement on Schedule 13D originally filed on November 29, 2024, as amended by Amendment No. 1 to the statement on Schedule 13D filed on March 26, 2025 (such Schedule 13D and amendment, the "Original Statement"), as set forth below. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Statement. Except as specifically amended by this Amendment, items in the Original Statement are unchanged.
Item 4.	Purpose of Transaction
	Item 4 of the Original Statement is hereby supplemented by adding the following paragraph after Paragraph 6 of Item 4 of the Original Statement: On September 8, 2025, each of Ho Jung John, Chang Keun Choi, Sangwook Song and Minwoo Kang resigned from the Issuer Board, and, following nomination by the Reporting Person, the Issuer Board appointed each of Sangjin Yeo and Aejin Hwang to serve as members of the Issuer Board, following which a majority of the Issuer Board continues to be composed of nominees of the Reporting Person.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Original Statement is hereby amended and restated as follows: The percentage of beneficial ownership reported in this Item 5, and on the Reporting Person's cover page to this Statement, is based on a total of 6,317,793 shares of Common Stock, which represents the number of shares of Common Stock reported as outstanding on August 5, 2025 in the Quarterly Report on Form 10-Q filed by the Issuer on August 8, 2025. All of the share numbers reported below, and on the Reporting Person's cover page to this Statement, are as of September 18, 2025. The cover page to this Amendment is incorporated by reference in its entirety into this Item 5. The Reporting Person is the beneficial owner of a total of 3,333,333 shares of Common Stock, representing approximately 52.8% of the outstanding shares of Common Stock.
(c)	Item 5(c) of the Original Statemet is hereby amended and restated as follows: Other than as set forth herein, the Reporting Person has not engaged in any transactions with respect to the Shares during the 60 days prior to the date of this filing.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Original Statement is hereby supplemented as follows: On September 18, 2025, the Reporting Person entered into Share Pledge Agreements (the "Pledge Agreements") with each of Sangsangin Plus Savings Bank Co., Ltd. and Sangsangin Investment & Securities Co., Ltd. (the "Creditors") in connection with the Reporting Person's issuance of convertible bonds in a private placement to the Creditors pursuant to a 28th Bearer Coupon Unsecured Convertible Bond (Private Placement) Subscription Agreement (the "Subscription Agreement"). As security for its obligations under the Pledge Agreements, the Reporting Person pledged a total of 1,600,000 Shares (the "Pledged Securities") to the Creditors. All voting rights and rights to receive dividends or distributions with respect to the Pledged Securities remain with the Reporting Person unless an event of default under the Pledge Agreements has occurred. Upon the occurrence of an event of default, the Creditors may, among other things, exercise their rights to enforce their security rights or take any other measures or exercise any rights available under the Subscription Agreement, the Pledge Agreements, or applicable laws and regulations.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exicure HiTron Inc.

Signature:	/s/ Andy Yoo
Name/Title:	Andy Yoo, Chief Executive Officer
Date:	09/22/2025

FAQ

How many Exicure (XCUR) shares does Exicure HiTron Inc. report owning?

The Reporting Person reports beneficial ownership of 3,333,333 shares, representing approximately 52.8% of outstanding common stock.

Does Exicure HiTron control the board of Exicure (XCUR)?

Yes. Following resignations on September 8, 2025 and subsequent appointments, a majority of the Issuer Board continues to be composed of nominees of the Reporting Person.

Were any shares pledged by Exicure HiTron as collateral?

Yes. On September 18, 2025 the Reporting Person pledged 1,600,000 shares under Share Pledge Agreements with two creditors related to a private placement of convertible bonds.

Do the creditors have voting rights on the pledged shares now?

No. The filing states that all voting rights and rights to dividends for the pledged securities remain with the Reporting Person unless an event of default under the Pledge Agreements occurs.

Did the Reporting Person trade shares in the past 60 days?

The filing states the Reporting Person has not engaged in any transactions