Exicure Inc美股招股说明书(2025-07-22版)

Exicure, Inc. 5,164,595 Shares of Common Stock Offered by the Selling Stockholders This Prospectus (this “Prospectus”) relates to the proposed resale or other disposition by the selling stockholders identified herein(the “Selling Stockholders”) of up to 5,164,595 shares of our common stock of Exicure, Inc. (the “Company,” “Exicure,” “we,” “our,” or“us”), par value $0.0001 per share (“Common Stock”). The shares of Common Stock registered by the registration statement of which thisProspectus forms a part are referred to herein as the “Resale Shares.” The Resale Shares were issued and sold to accredited investors in private placements (the “Private Placements”), which closed onFebruary 24, 2023, September 12, 2024, November 21, 2024, December 12, 2024, December 24, 2024, and February 14, 2025. We are notselling any Resale Shares under this Prospectus and will not receive any of the proceeds from the sale or other disposition of the ResaleShares by the Selling Stockholders. The Selling Stockholders may sell the Resale Shares on any national securities exchange or quotation service on which thesecurities may be listed or quoted at the time of sale, on the over-the-counter market, in one or more transactions otherwise than on theseexchanges or systems, such as privately negotiated transactions, or using a combination of these methods, and at fixed prices, at prevailingmarket prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. See the disclosure under theheading “Plan of Distribution” elsewhere in this Prospectus for more information about how the Selling Stockholders may sell or otherwisedispose of their Resale Shares hereunder. The Selling Stockholders may sell any, all or none of the securities offered by this Prospectus and we do not know when or inwhat amount the Selling Stockholders may sell their Resale Shares hereunder following the effective date of the registration statement ofwhich this Prospectus forms a part. You should carefully read this Prospectus and any applicable Prospectus supplement before you invest in any of the securities ofthe Company. Our Common Stock is currently listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “XCUR”. On July 21, 2025,the last reported sales price of our Common Stock, as reported on Nasdaq, was $8.86 per share. We are a “smaller reporting company” as defined under the federal securities laws and have elected to comply withcertain reduced public company reporting requirements in this Prospectus and may elect to do so in future filings. See “ProspectusSummary- Smaller Reporting Company.” Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedin the section titled “Risk Factors” beginning on page5of this Prospectus, and under similar headings in any amendments orsupplements to this Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminaloffense. The date of this Prospectus is July 22, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiPROSPECTUS SUMMARY1THE OFFERING4RISK FACTORS5USE OF PROCEEDS16MARKET PRICE AND DIVIDEND17MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS18CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE32BUSINESS33MANAGEMENT42EXECUTIVE AND DIRECTOR COMPENSATION46CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS49SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT52SELLING STOCKHOLDERS54DESCRIPTION OF CAPITAL STOCK56PLAN OF DISTRIBUTION60LEGAL MATTERS63EXPERTS63WHERE YOU CAN FIND MORE INFORMATION63INDEX TO FINANCIAL STATEMENTSF-i ABOUT THIS PROSPECTUS This Prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using a“shelf” registration process. Under this shelf registration process, the Selling Stockholders may, from time to time, sell the securitiesdescribed in this Prospectus in one or more offerings. This Prospectus contains information that you should consider when making your investment decision. Neither we, nor theSelling Stockholders, have authorized anyone to give any information or to make any representation other than those contained in thisProspectus. The Selling Stockholders are offering to sell, and seeking offers to buy, our securities only in jurisdictions where it is lawful todo so. We have not authorized anyone to provide you with different information. This Prospectus and any accompanying Prospectussupplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in anyaccompanying Prospectus supplement or an offer to sell or the