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
Date of Report (Date of earliest event reported): June 3, 2020
____________________
EXICURE, INC.
(Exact name of Registrant as specified in its charter)
____________________
Delaware
001-39011
81-5333008
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
8045 Lamon Avenue
Suite 410
Skokie, IL 60077
(Address of principal executive offices)
Registrant’s telephone number, including area code: (847) 673-1700
____________________
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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:
Title of each class
 
Trading symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
 
XCUR
 
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 x





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. x
 
 
 
 
 
 





Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendments to Employment Arrangements

On June 3, 2020, the Compensation Committee of the Board of Directors of Exicure, Inc. (the “Company”) reviewed the Company’s existing employment arrangements as part of its ongoing evaluation of the Company’s executive compensation programs. After its review, the Compensation Committee decided that it was in the best interests of the Company and its stockholders to make modifications to such arrangements in order to update its severance and change in control protection arrangements with certain eligible executives after reviewing current market practices related to severance arrangements and benefit levels related thereto in connection with and in the absence of a change in control of the Company.

The Company entered into side letter agreements to modify the severance and change in control benefits with each of David A. Giljohann, Ph.D., the Company’s Chief Executive Officer, David S. Snyder, the Company’s Chief Financial Officer, and Matthias Schroff, Ph.D., the Company’s Chief Operating Officer.

Under the terms of the side letter agreement the Company entered into with Dr. Giljohann, in the event of termination of Dr. Giljohann’s employment by the Company without “Cause” or by Dr. Giljohann with “Good Reason” (as such terms are defined in Dr. Giljohann’s original employment agreement) within twelve (12) months following a “Change in Control” of the Company (as such term is defined in Dr. Giljohann’s original employment agreement), Dr. Giljohann’s severance period shall be increased to an eighteen (18) month period from the date of termination. Such severance period reflects an increase from the prior twelve (12) month period.
 
Under the terms of the side letter agreements the Company entered into with each of Mr. Snyder and Dr. Schroff, in the event of termination of the executive’s employment by the Company without “Cause” or by the executive with “Good Reason” (as such terms are defined in the executive’s respective original employment agreement) within twelve (12) months following a “Change in Control” of the Company (as such term is defined in the executive’s respective original employment agreement), the severance period for Mr. Snyder and Dr. Schroff shall be increased to a fifteen (15) month period from the date of termination. Such severance period reflects an increase from the prior six (6) month period.

Additionally, under these side letter agreements, in the event of a termination by the Company without “Cause” or by the executive with “Good Reason” within twelve (12) months following a Change in Control, each of Dr. Giljohann, Mr. Snyder and Dr. Schroff, respectively, shall be entitled to receive a cash bonus equal to their annual target bonus (as set forth in each executive’s respective original employment agreement) for the year in which the termination of employment occurs, payable at the same time as annual cash bonuses are paid to senior management.

Further, in the event of a termination by the Company without “Cause” or by Dr. Giljohann, Mr. Snyder or Dr. Schroff, respectively, with “Good Reason” within twelve (12) months following a Change in Control, all equity awards, to the extent outstanding as of immediately prior to such termination, will be (or will be deemed to have been) fully vested and exercisable as of immediately prior to the latter of: (1) the date of termination and (2) the date of the Change in Control. Such vesting acceleration terms amend the acceleration terms provided for by Dr. Giljohann’s and Mr. Snyder’s original employment arrangements, pursuant to which any equity awards subject to time-based vesting outstanding immediately prior to a Change in Control would have vested in full immediately prior to such Change in Control without also requiring a termination of employment in order to vest in full, as well as the acceleration terms provided for by Dr. Schroff’s original employment arrangement, pursuant to which all time-based stock options and other stock-based awards subject to time-based vesting would have immediately accelerated and become fully exercisable or nonforfeitable as of the latter of: (1) the date of termination and (2) the effective date of the release contemplated in Dr. Schroff’s original employment agreement.

The foregoing description of these side letter agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of executive employment side letter 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.





Item 9.01    Financial Statements and Exhibits.
 
(d) Exhibits.

Exhibit No.    Description
10.1






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 9, 2020
EXICURE, INC.
 
 
 
 
By:
/s/ David A. Giljohann
 
 
David A. Giljohann, Ph.D.
 
 
Chief Executive Officer



Ex 10.1_CIC Side Letter
Exhibit 10.1

EXICURE, INC.
June __, 2020

[Name]
[Address]

Re: Exicure, Inc. (the “Company”)
Dear [Name]:
Reference is hereby made to that [Employment Agreement/Amended and Restated Employment Agreement], dated as of [_______], by and between you and the Company related to your employment as [title] (the “Original Employment Agreement”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Original Employment Agreement.
This side letter (“Side Letter”) will serve to confirm certain amendments and supplementary provisions that we have agreed to with respect to the Original Employment Agreement. Accordingly, the parties have agreed as follows:
1.
Amendment to Section 4(d). Section 4(d) of the Original Employment Agreement is hereby replaced in its entirety as follows:
Termination without Cause or for Good Reason in Connection with a Change in Control. If Executive’s employment hereunder shall be terminated by the Company without Cause, or by Executive for Good Reason, in either case within 12 months following a Change in Control then, in addition to the payments and benefits described in Section 4(b) and subject to Executive’s execution and non-revocation of the release contemplated in Section 4(f) of this Agreement and Executive’s continuing compliance with the [CEO, CFO: Non-Competition Agreement/ COO: the Confidentiality and Work Product Assignment Agreement] (as defined below):
(i)The Company shall pay Executive continuation of [_______] ([_______])1 months (“Benefit Period”) of Executive’s annual Base Salary, as in effect immediately prior to Executive’s termination of employment hereunder, payable during the 6-month period following Executive’s termination of employment in the form of salary continuation in accordance with the Company’s normal payroll practices;
(ii)    The Company shall pay Executive an annual cash bonus equal to Executive’s annual target bonus as set forth in Section 3(b) of the Original Employment Agreement for the year in which the termination of employment occurs, payable at the same time as annual cash bonuses are paid to senior management;
(iii)    All equity awards, to the extent outstanding as of immediately prior to such termination, will be (or will be deemed to have been) fully vested and exercisable as of immediately prior to the latter of: (1) the date of termination and (2) the date of the Change in Control;
(iv)    If the Executive timely elects to receive continued coverage under the Company’s group health care plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay the employer portion of applicable COBRA

___________________________
1 NTD: CEO: 18 months, COO and CFO: 15 months



premium payments for the Executive’s and, as applicable, Executive’s dependents’, continued health coverage under such plan (as in effect or amended from time to time) (the “COBRA Subsidy”) until the earlier of: (1) [_______] ([_______])2 months following the Executive’s termination of employment, or (2) the date upon which the Executive obtains or becomes eligible for other health care coverage from a new employer or otherwise (such period referred to as the “COBRA Subsidy Period”). The Executive shall promptly inform the Company in writing when Executive obtains or becomes eligible for any such other health care coverage. The Executive shall be responsible for paying a share of such COBRA premiums during the COBRA Subsidy Period at active employee rates as in effect from time to time, and shall be responsible for the full unsubsidized costs of such COBRA coverage thereafter.
2.    [For CEO and CFO]: Amendment to Section 4(e). Section 4(e) of the Original Employment Agreement is hereby deleted in its entirety. COO: This paragraph intentionally left blank.]
3.    The Company and the Executive further agree that this Side Letter does not constitute grounds for “Good Reason” pursuant Section [For CEO and CFO]: 4(h)/ for COO: 4(g)] of the Original Employment Agreement, or otherwise constitute any trigger for the Company’s payment of any severance or other benefits to Executive pursuant to Sections 4(c) or 4(d) of the Original Employment Agreement.
4.    The Executive will continue to abide by Company rules and policies. Executive acknowledges and agrees to continue to comply with the [CEO, CFO: Non-Competition Agreement/ COO: the Confidentiality and Work Product Assignment Agreement], which Executive signed on [date] and which prohibits unauthorized use or disclosure of the Company’s proprietary information, among other obligations.
5.    Except as modified or amended in this Side Letter, no other term or provision of the Original Employment Agreement is amended or modified in any respect. The Original Employment Agreement, and its exhibits, along with this Side Letter, set forth the entire understanding between the parties with regard to the subject matter hereof and supersedes any prior oral discussions or written communications and agreements. This Side Letter cannot be modified or amended except in writing signed by the Executive and an authorized officer of the Company.
Please sign below to indicate your agreement with the foregoing.
[Signature page follows]
                            


___________________________
2 NTD: CEO: 18 months, COO and CFO: 15 months



Very truly yours,            
EXICURE, INC.



By: ____________________________________
Name: Timothy P. Walbert    
Title: Chairman of the Board of Directors




ACCEPTED AND AGREED
AS OF THE DATE
FIRST WRITTEN ABOVE:

________________________________
[Name]