Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING


SEC FILE NUMBER 001-39011

CUSIP NUMBER 30205M200



(Check One):						☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

						For Period Ended: March 31, 2024

						☐ Transition Report on Form 10-K

						☐ Transition Report on Form 20-F

						☐ Transition Report on Form 11-K

						☐ Transition Report on Form 10-Q

						☐ Transition Report on Form N-SAR

						☐ For the Transition Period Ended:




Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

EXICURE, INC.

Full Name of Registrant

Former Name if Applicable

2430 N. Halsted St.

Address of Principal Executive Office (Street and Number)

Chicago, Illinois 60614

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☐

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report portion thereof could not be filed within the prescribed time period.

Exicure, Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the period ended March 31, 2024 within the prescribed time period as the Company is in the process of completing its restatements of its financial statements for the first and second quarters of 2023 and filing the related Form 10-Q amendments and its third quarter of 2023 financial statements and filing the related Form 10-Q. The Company also needs to complete and file its Annual Report on Form 10-K for the year ended December 31, 2023. As a result, the Company does not currently expect to file its Quarterly Report on Form 10-Q by the prescribed due date.

PART IV-- OTHER INFORMATION



(1)		Name and telephone number of person to contact in regard to this notification

	Joshua Miller		773		673-1707
		(Name)		(Area code)		(Telephone Number)

(2)		Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☐ No ☒ - third quarter 2023 10-Q and 2023 10-K.

(3)		Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☒ No ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

As previously disclosed, in September 2022, the Company announced a significant reduction in force, suspension of preclinical activities and halting of all research and development, and that the Company was exploring strategic alternatives to maximize stockholder value. Consistent with what has been already been reported for the 2023 interim periods, there are no research and development expenses for 2024 and general and administrative expenses through March 31, 2024 are expected to be lower than 2023 levels.

Exicure, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.