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    Amendment: SEC Form SC 13D/A filed by Exicure Inc.

    8/5/24 6:22:26 PM ET
    $XCUR
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $XCUR alert in real time by email
    SC 13D/A 1 d845592dsc13da.htm SC 13D/A SC 13D/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    Schedule 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 13)

     

     

    EXICURE, INC.

    (Name of Issuer)

    Common Stock, par value $0.0001 per share

    (Title of Class of Securities)

    30205M200

    (CUSIP Number)

    Kyungwon Oh

    Chief Executive Officer

    CBI USA, Inc. and DGP Co., Ltd.

    c/o Baker & Hostetler LLP

    One North Wacker Drive, Suite 3700

    Chicago, IL 60606-2841

    Attention: Jonathan Park

    (312) 416-6200

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

    July 31, 2024

    (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. 30205M200

     

     1.   

     Names of Reporting Persons

     

     CBI USA, Inc.

     2.  

     Check the Appropriate Box if a Member of a Group

     (a) ☒ (b) ☐

     

     3.  

     SEC Use Only

     

     4.  

     Source of Funds (See Instructions)

     

     WC, AF

     5.  

     Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

     

     Not Applicable

     6.  

     Citizenship or Place of Organization

     

     Delaware

    Number of

    Shares

     Beneficially 

    Owned by

    Each

    Reporting

    Person

    With

     

        7.    

     Sole Voting Power

     

     818,299

        8.   

     Shared Voting Power

     

     0

        9.   

     Sole Dispositive Power

     

     818,299

       10.   

     Shared Dispositive Power

     

     0

    11.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     818,299

    12.  

     Check if the Aggregate Amount in Row (11) Excludes Certain Shares

     

     ☐

    13.  

     Percent of Class Represented by Amount in Row (11)

     

     9.5%(1)

    14.  

     Type of Reporting Person

     

     CO

     

    (1)

    Percentage ownership based on 8,651,148 shares outstanding as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 10, 2024.


    CUSIP No. 30205M200

     

     1.   

     Names of Reporting Persons

     

     DGP Co., Ltd.

     2.  

     Check the Appropriate Box if a Member of a Group

     (a) ☒ (b) ☐

     

     3.  

     SEC Use Only

     

     4.  

     Source of Funds (See Instructions)

     

     BK

     5.  

     Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

     

     Not Applicable

     6.  

     Citizenship or Place of Organization

     

     Republic of Korea

    Number of

    Shares

     Beneficially 

    Owned by

    Each

    Reporting

    Person

    With

     

        7.    

     Sole Voting Power

     

     3,060,000

        8.   

     Shared Voting Power

     

     0

        9.   

     Sole Dispositive Power

     

     3,060,000

       10.   

     Shared Dispositive Power

     

     0

    11.   

     Aggregate Amount Beneficially Owned by Each Reporting Person

     

     3,060,000

    12.  

     Check if the Aggregate Amount in Row (11) Excludes Certain Shares

     

     ☐

    13.  

     Percent of Class Represented by Amount in Row (11)

     

     35.4%(1)

    14.  

     Type of Reporting Person

     

     CO

     

    (1)

    Percentage ownership based on 8,651,148 shares outstanding as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 10, 2024.


    SCHEDULE 13D

    This Amendment No. 13 (“Amendment No. 13”), being filed jointly by CBI USA, Inc. (“CBI USA”) and DGP Co., Ltd. (“DGP”, and together with CBI USA, the “Reporting Persons”), amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 1, 2022 (the “Initial Schedule 13D” and together with Amendment No. 1 thereto filed with the SEC on October 31, 2022 (“Amendment No. 1”), Amendment No. 2 thereto filed with the SEC on December 5, 2022 (“Amendment No. 2”), Amendment No. 3 thereto filed with the SEC on December 19, 2022 (“Amendment No. 3”), Amendment No. 4 thereto filed with the SEC on January 23, 2023 (“Amendment No. 4”), Amendment No. 5 thereto filed with the SEC on February 13, 2023 (“Amendment No. 5”), Amendment No. 6 thereto filed with the SEC on March 3, 2023 (“Amendment No. 6”), Amendment No. 7 thereto filed with the SEC on May 1, 2023 (“Amendment No. 7”), Amendment No. 8 thereto filed with the SEC on May 17, 2023 (“Amendment No. 8”), Amendment No. 9 thereto filed with the SEC on June 28, 2023 (“Amendment No. 9”), Amendment No. 10 thereto filed with the SEC on August 8, 2023 (“Amendment No. 10”), Amendment No. 11 thereto filed with the SEC on March 4, 2024 (“Amendment No. 11”), and Amendment No. 12 thereto filed with the SEC on July 2, 2024 (“Amendment No. 12”), the “Schedule 13D”) by CBI USA, and, with respect to Amendment No. 9, Amendment No. 10, Amendment No. 11, and Amendment No. 12, DGP, with respect to the Common Stock, par value $0.0001 per share, of Exicure, Inc. (“Exicure” or the “Company”). This Amendment No. 13 amends Item 6 to the extent set forth below.

    Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

    Item 6 is supplemented as follows:

    On July 31, 2024, DGP and OverdigmK entered into an amendment of the DGP Sale Agreement, as amended, a translated copy of which is attached hereto as an Exhibit, pursuant to which the closing date for the balance of the DGP Sale was extended to September 30, 2024.

    On the same day, DGP and OverdigmK entered into an assignment and waiver agreement, a translated copy of which is attached hereto as an Exhibit, pursuant to which the parties agreed that the DGP Sale Agreement may be terminated or assigned to a third party upon DGP’s request.

    Item 7. Material to be Filed as Exhibits.

    Item 7 is supplemented by adding the following exhibits:

     

    Exhibit No.    Name
    1.    Second Amendment to Stock Purchase Agreement between DGP and OverdigmK*
    2.    Assignment and Waiver Agreement*

     

    *

    English language provisions are a translation.


    SIGNATURES

    After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

    Date: August 5, 2024

     

    CBI USA, INC.
    By:  

    /s/ Kyungwon Oh

    Name: Kyungwon Oh
    Title: Chief Executive Officer
    DGP Co., Ltd.
    By:  

    /s/ Kyungwon Oh

    Name: Kyungwon Oh
    Title: Chief Executive Officer
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