xcur-20250930

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________

FORM 10-Q

______________________________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39011

______________________________________

EXICURE, INC.

(Exact name of registrant as specified in its charter)

_____________________________________


Delaware						81-5333008
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

400 Seaport Court, Suite 102

Redwood City, CA 94063

(Address of principal executive offices)

Registrant’s telephone number, including area code (847) 673-1700

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

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.☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 3, 2025, there were 6,373,869 shares of the registrant’s common stock, par value $0.0001 per share (“Common Stock”), outstanding.

EXICURE, INC.

QUARTERLY REPORT ON FORM 10-Q

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PART I - FINANCIAL INFORMATION						5
Item 1. Financial Statements						5
Unaudited Condensed Consolidated Balance Sheets						5
Unaudited Condensed Consolidated Statements of Operations						6
Unaudited Condensed Consolidated Statements of Comprehensive Loss						7
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity						8
Unaudited Condensed Consolidated Statements of Cash Flows						10
Notes to Unaudited Condensed Consolidated Financial Statements						12
Item 2. Management's Discussion and Analysis and Results of Operations						26
Item 3. Quantitative and Qualitative Disclosures About Market Risk						34
Item 4. Controls and Procedures						35

PART II - OTHER INFORMATION						37
Item 1. Legal Proceedings						37
Item 1A. Risk Factors						38




Item 6. Exhibits						38

Signatures						40

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains express or implied “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Report are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “could,” “will,” “would,” “should,” “expect,” “plan,”, “anticipate,” “believe,” “estimate,” “intend,” “predict,” “seek,” “contemplate,” “project,” “continue,” “potential,” “ongoing” or the negative forms of these terms or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to such statements.

Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, such expectations or any of the forward-looking statements may prove to be incorrect and actual results could differ materially from those projected or assumed in the forward-looking statements. All forward-looking statements and reasons why results may differ included in this Quarterly Report on Form 10-Q are made as of the date hereof and we do not intend to update any forward-looking statements except as required by law. While certain risk may be within our ability to control, some risks are entirely outside of our control, and we are not in real time able to determine in which risks are within our control and which are not. We may initially determine in good faith the degree to which a certain set of risks are within our control and later learn such determinations were incorrected or incomplete.

Our future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties, including, but not limited to, factors concerning the following:

•substantial uncertainties regarding our exploration of strategic alternatives to maximize stockholder value, including whether we are able to identify potential partners and consummate transactions, in a timely manner or at all, whether we would be able to obtain sufficient funding to complete this process and whether any such transactions would generate value for stockholders;

•our ability to raise the additional capital that is needed to fund our operations and our pursuit of strategic alternatives, particularly given our current lack of a revenue source and the substantial doubt about our ability to continue as a going concern;

•our ability to remain listed on The Nasdaq Capital Market (“Nasdaq”), including the ability to maintain minimum stockholders’ equity and stock price, and comply with applicable governance requirements, for continued listing on Nasdaq;

•any strategic plan or alternative that we may identify and pursue may involve unexpected costs, liabilities and/or delays and may not deliver anticipated benefits to our stockholders;

•our estimates of expenses, use of cash, timing of future cash needs, ongoing losses and capital requirements may prove to be inaccurate;

•uncertainty about reaction from investors and potential business partners to our recent changes of control and board of directors (the “Board”) and management composition and the future direction of the Company, and the ability of our controlling stockholders and new Board members and management to earn the confidence of investors and potential partners despite limited experience with U.S. public companies, and how these factors may impact our ability to obtain funding and execute any strategic alternatives that we may identify;

•potential turnover of senior management in the near term, and any inability to attract and retain qualified management and other key personnel, could create significant continuity risk and could impair our ability to raise capital and execute on our exploration of strategic alternatives;

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•our ability to comply with all applicable laws, which may be particularly challenging given the recent turnover in our Board and management, significant reductions in force, limited resources and the potential to enter into new business areas with which we have no past experience;

•the ability of investors to assess our operations, which are primarily within subsidiaries whose performance are stated on the Company’s financial statements on a consolidated basis;

•our ability to obtain and maintain intellectual property protection for our technologies and our ability to operate our business without infringing the intellectual property rights of others;

•the impact of macroeconomic conditions, including global inflation, actions taken by central banks to counter inflation, capital market and bank instability, exchange rate fluctuations, supply chain disruptions, energy and fuel prices and uncertainty and disruption caused by geopolitical events, including the conflicts in Ukraine, Russia, and the Middle East;

•the impact of government laws and regulations, including but not limited to taxes and tariffs, as well as the impact and uncertainty with respect to political events such as the current federal government shutdown; and

•risk factors set forth in Part I, Item 1A “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2024, the reasons described elsewhere in this Quarterly Report on Form 10-Q, and other factors that may impact our financial results and condition and our ongoing strategic efforts.

Forward-looking statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.

Any forward-looking statement in this Quarterly Report on Form 10-Q reflects our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our business, results of operations and future growth. Given these uncertainties, you should not place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this Quarterly Report on Form 10-Q and the documents that we reference herein and have filed with the SEC as exhibits thereto completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements. Except as required by law, we assume no, and specifically decline any, obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

Except where the context otherwise requires, in this Quarterly Report on Form 10-Q, the terms the “Company,” “Exicure,” “we,” “us” and “our” refer to Exicure, Inc., a Delaware corporation, and, where appropriate, our subsidiaries.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

EXICURE, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)


	September 30, 2025		December 31, 2024

ASSETS
Current assets:
Cash and cash equivalents	$	4,438	$	12,508

Other receivable	55		521
Prepaid expenses and other current assets	946		644
Total current assets	5,439		13,673
Other noncurrent assets	1,888		1,357
Property and equipment, net	527		26
Right-of-use asset, net	289		—
Intangible asset	3,784		—
Goodwill	3,340		—
Total assets	$	15,267	$	15,056
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,307	$	1,031
Accrued expenses and other current liabilities	1,462		2,040

Total current liabilities	2,769		3,071
Financing lease liability, noncurrent	26		—
Operating lease liability, noncurrent	—		5,213
Contingent consideration	5,545		—
Total liabilities	8,340		8,284

Commitments and Contingencies (Note 12)

Stockholders’ equity:
Preferred stock, $0.0001 par value per share; 10,000,000 shares authorized, no shares issued and outstanding, September 30, 2025 and December 31, 2024	—		—
Common stock, $0.0001 par value per share; 200,000,000 shares authorized, 6,373,869 issued and outstanding, September 30, 2025; 6,026,841 issued and outstanding, December 31, 2024	1		1
Additional paid-in capital	208,136		206,035
Accumulated other comprehensive income	102		—
Accumulated deficit	(201,312)		(199,264)
Total stockholders’ equity	6,927		6,772
Total liabilities and stockholders’ equity	$	15,267	$	15,056

See accompanying notes to the unaudited condensed consolidated financial statements.

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EXICURE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue:
Revenue	$	—	$	—	$	—	$	500
Total revenue	—		—		—		500
Operating expenses:
Research and development expense	888		—		2,631		—
General and administrative expense	1,499		1,434		5,230		4,005
Litigation legal expense	—		1,138		—		1,138
Loss from sale or disposal of property and equipment	4		—		90		—
Gain on early lease termination	—		—		(5,974)		—
Total operating expenses	2,391		2,572		1,977		5,143
Operating loss	(2,391)		(2,572)		(1,977)		(4,643)
Other income (expense), net:

Dividend income	27		—		106		5
Interest income	29		1		38		7
Interest expense	—		(12)		—		(18)
Gain on settlement of accounts payables	155		—		346		—
Change in fair value of contingent liability	(246)		—		(541)		—
Other (expense) income, net	(11)		1,500		(20)		2,137
Total other (expense) income, net	(46)		1,489		(71)		2,131
Net loss before provision for income taxes	(2,437)		(1,083)		(2,048)		(2,512)
Provision for income taxes	—		(8)		—		(8)
Net loss	$	(2,437)	$	(1,091)	$	(2,048)	$	(2,520)


Basic and diluted loss per common share	$	(0.39)	$	(0.57)	$	(0.33)	$	(1.36)



Weighted-average basic and diluted common shares outstanding	6,322,078		1,899,412		6,271,229		1,855,286

See accompanying notes to the unaudited condensed consolidated financial statements.

EXICURE, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands, except share and per share data)


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Net loss	$	(2,437)	$	(1,091)	$	(2,048)	$	(2,520)
Other comprehensive loss, net of taxes
Foreign currency translation adjustment	1		—		102		—
Other comprehensive income	1		—		102		—
Comprehensive loss	$	(2,436)	$	(1,091)	$	(1,946)	$	(2,520)

See Accompanying Notes to Consolidated Financial Statements.

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EXICURE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except shares)


	Common Stock
	Shares	$		Additional Paid-in- Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
Balance at January 1, 2025	6,026,841	$	1	$	206,035	$	(199,264)	$	—	$	6,772


Vesting of restricted stock units	22	—		—		—		—		—
Issuance of common stock, net	290,908	—		1,600		—		—		1,600
Net income	—	—		—		3,010		—		3,010
Balance at March 31, 2025	6,317,771	$	1	$	207,635	$	(196,254)	$	—	$	11,382
Equity-based compensation		—		1				—		1
Vesting of restricted stock units	22	—		—		—		—		—
Foreign currency translation adjustment	—	—		—		—		101		101
Net loss	—	—		—		(2,621)		—		(2,621)
Balance at June 30, 2025	6,317,793	$	1	$	207,636	$	(198,875)	$	101	$	8,863

Vesting of restricted stock units	23			—		—		—		—
Issuance of common stock	56,053	—		500		—		—		500

Foreign currency translation adjustment	—	—		—		—		1		1
Net loss	—	—		—		(2,437)		—		(2,437)
Balance at September 30, 2025	6,373,869	$	1	$	208,136	$	(201,312)	$	102	$	6,927

See accompanying notes to the unaudited condensed consolidated financial statements.

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EXICURE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except shares)


	Common Stock
	Shares	$		Additional Paid-in- Capital		Accumulated Deficit		Total Stockholders' Equity
Balance at January 1, 2024	1,832,988	$	—	$	192,594	$	(189,563)	$	3,031
Equity-based compensation	—	—		5		—		5
Vesting of restricted stock units	40	—		—		—		—

Net loss	—	—		—		(829)		(829)
Balance at March 31, 2024	1,833,028	$	—	$	192,599	$	(190,392)	$	2,207
Equity-based compensation	—	—		6		—		6
Vesting of restricted stock units and related repurchases	40	—		—		—		—
Net loss	—	—		—		(600)		(600)
Balance at June 30, 2024	1,833,068	$	—	$	192,605	$	(190,992)	$	1,613
Equity-based compensation	—	—		5		—		5
Vesting of restricted stock units and related repurchases	41	—		—		—		—
Net loss	—	—		—		(1,091)		(1,091)
Balance at September 30, 2024	2,172,323	$	—	$	193,628	$	(192,083)	$	1,545

See accompanying notes to the unaudited condensed consolidated financial statements.

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EXICURE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	(2,048)	$	(2,520)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	214		21
Equity-based compensation	1		16
Amortization of right-of-use asset	89		591
Change in fair value of contingent consideration	541		—
Gain on early lease termination	(5,974)		—
Gain on settlement of accounts payables	(346)		—
Loss from sale or disposal of property and equipment	90		—
Changes in operating assets and liabilities:
Other receivable	1,457		(1,335)
Prepaid expenses and other current assets	42		607
Other noncurrent assets	(655)		—
Accounts payable	(227)		(293)
Accrued expenses	(592)		1,457

Other liabilities	—		(609)
Net cash used in operating activities	(7,408)		(2,065)
Cash flows from investing activities:


Property and equipment	(214)		—
Proceeds from sale of fixed assets	42		—
Acquisition of GPCR Therapeutics USA Inc.	(2,090)		—
Net cash used in investing activities	(2,262)		—
Cash flows from financing activities:
Proceeds from short-term borrowing	—		1,000
Proceeds from common stock offering	1,600		—





Net cash provided by provided by financing activities	1,600		1,000

Net decrease in cash, cash equivalents, and restricted cash	(8,070)		(1,065)
Cash, cash equivalents, and restricted cash - beginning of period	12,508		2,016
Cash, cash equivalents, and restricted cash - end of period	$	4,438	$	951

See accompanying notes to the unaudited condensed consolidated financial statements.

EXICURE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in thousands)


	Nine Months Ended September 30, 2025
	2025		2024
Supplemental disclosure of cash flow information
Non-cash operating activities:
Reclass of legal expenses from accruals to accounts payable	$	190	$	—
Issuance of stock to GPCR Korea	$	500	$	—
Non-cash investing activities:
Reclass prepaid expenses from noncurrent to current	$	321	$	—
Initial recording of ROU asset and related lease liability	100		—
Non-cash financing activities:
Equity effect of debt to equity conversion	—		1,018

See accompanying notes to the unaudited condensed consolidated financial statements.

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EXICURE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

1. Description of Business, Basis of Presentation and Going Concern

Description of Business

Exicure, Inc. has historically been an early-stage biotechnology company focused on developing nucleic acid therapies targeting ribonucleic acid against validated targets. 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. In 2024, the Company entered into a licensing agreement for patents related to one of our historical drug candidates, and received a small, one-time payment and an entitlement to only modest royalties on future sales of the licensed technology that was not material. The Company then sold some of its samples related to the licensed product. Also in 2024, the Company entered into an asset purchase agreement (the “Purchase Agreement”) with Flashpoint Therapeutics, Inc. to sell its historical biotechnology intellectual property and other assets to the purchaser. The Company continues to engage in a broader exploration of strategic alternatives, including but not limited to private company acquisitions, raising additional capital, strategic partnerships, some combination of these, and other arrangements that are in management’s view worth exploring.

On January 19, 2025, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with GPCR Therapeutics Inc, a Korean corporation, (“GPCR”), pursuant to which the Company acquired from GPCR all of the issued and outstanding equity securities of its then-subsidiary, GPCR Therapeutics USA Inc., a California corporation (“GPCR USA”). Upon closing under the Share Purchase Agreement, the Company purchased all of GPCR USA’s six million (6,000,000) common shares that were issued and outstanding for $1,600, causing GPCR USA to become a wholly owned subsidiary of Exicure.

In connection with the closing of the Share Purchase Agreement, the Company and GPCR entered into a License and Collaboration Agreement to further develop and commercialize GPCR’s technologies related to certain intellectual property and patents (the “License and Collaboration Agreement”), for an initial payment of $500. The License and Collaboration Agreement requires the Company to make milestone payments to GPCR upon the achievement of specific milestone events relating to clinical trials, marketing authorizations, and net sales, as well as for the Company to pay a recurring royalty payments, as set forth in the agreement.

GPCR USA has an ongoing Phase 2 clinical trial focused on blood cancer patients, particularly those eligible for hematopoietic stem cell transplantation, commonly referred to as bone marrow transplant. Its current clinical trial involves the combined administration of GPC-100 (a small molecule antagonist with a high binding affinity to a chemokine receptor) and propranolol (a beta-blocker drug that affects the heart and circulation) for mobilization of stem cells in Multiple Myeloma patients. GPCR USA completed the administration of GPC-100 to 19 patients in the second quarter of 2025 and aims to announce the clinical trial results during the fourth quarter of 2025.

On March 26, 2025, the Company formed KC Creation Co., Ltd. (“KC Creation”), a wholly-owned South Korean subsidiary. It was established based on the future growth strategies, such as a collaboration with GPCR USA and Korean bio-platform companies, response to sustainability trends by development of infrastructure based on eco-friendly renewable energy, and diversification of business and utilization of global growth potential of Korean entertainment content. These business lines are designed to enhance the Company’s mid- and long-term value through investment recovery potential and brand synergy.

Throughout these unaudited condensed consolidated financial statements, the terms the “Company,” and “Exicure” refer to Exicure, Inc., and, where appropriate, its wholly owned subsidiaries.

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EXICURE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of September 30, 2025 and December 31, 2024, and for the three and nine months ended September 30, 2025 and 2024, have been presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and with instructions to Form 10-Q and Article 10 of Regulation S-X under the Exchange Act.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Exicure and its wholly owned subsidiaries, Exicure Operating Company, GPCR USA, and KC Creation. All intercompany transactions and accounts are eliminated in consolidation.

Unaudited Interim Financial Information

The financial statements provided herewith are unaudited. Such statements include interim condensed consolidated balance sheet as of September 30, 2025, the interim condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024, the interim condensed consolidated statements of changes in stockholders’ equity for the three and nine months ended September 30, 2025 and 2024, and the interim condensed consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024. In the opinion of management, the interim unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited financial statements and with instructions to Form 10-Q and Article 10 of Regulation S-X under the Exchange Act; and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of September 30, 2025, the results of its operations for the three and nine months ended September 30, 2025 and 2024, and the results of its cash flows for the three and nine months ended September 30, 2025 and 2024. The financial data and other information disclosed in these notes related to the nine months ended September 30, 2025 and 2024 are unaudited. The results for the nine months ended September 30, 2025 are not necessarily indicative of results to be expected for the year ending December 31, 2025, or any other interim periods, or any future year or period. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2024, included in the Company’s corresponding Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 18, 2025 (the “Annual Report”).

Going Concern

At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists that is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern.

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern for a period of one year after the date that the financial statements are issued. As of September 30, 2025, the Company expects to incur significant expenses and negative cash flows for the foreseeable future. As of September 30, 2025, the Company’s cash and cash equivalents were $4,438. Management believes that the Company’s existing cash and cash equivalents are insufficient to continue to fund its operating expenses, and additional funding is needed. There can be no assurance that such additional financing will be available and, if available, can be obtained on acceptable terms.

Management believes that, given the Company’s current cash position, operating plans and forecasted negative cash flows from operating activities over the next twelve months, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. Additional

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EXICURE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

financing will be needed to fund its ongoing operations, support of GPCR USA’s operations, and exploration of strategic alternatives and pursuing any alternatives that management identifies.

The accompanying unaudited condensed consolidated financial statements have been prepared as though the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Significant Accounting Policies

The Company’s significant accounting policies are disclosed in the audited consolidated financial statements and the notes thereto, which are included in the Annual Report on Form 10-K (the “Annual Report”) for the year ended December 31, 2024 filed with the SEC on March 18, 2025. Since the date of those audited consolidated financial statements, there have been no material changes to the Company’s significant accounting policies.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on certain assumptions which it believes are reasonable in the circumstances and while actual results could differ from those estimates, management does not believe that any change in those assumptions in the near term would have a significant effect on the Company’s financial position, results of operations or cash flows. Actual results in future periods could differ from those estimates.

Acquisition Accounting

The fair value of the consideration exchanged in a business combination is allocated to tangible assets and identifiable intangible assets acquired and liabilities assumed at acquisition date fair value. Goodwill is measured as the excess of the consideration transferred over the net fair value of identifiable assets acquired and liabilities assumed. The accounting for an acquisition involves a considerable amount of judgment and estimation. Cost, income, market or a combination of approaches may be used to establish the fair value of consideration exchanged, assets acquired, and liabilities assumed, depending on the nature of those items. The valuation approach is determined in accordance with generally accepted valuation methods. Key areas of estimation and judgment may include the selection of valuation approaches, cost of capital, market characteristics, cost structure, impacts of synergies, and estimates of terminal value, among other factors.

While the Company uses estimates and assumptions as part of the purchase price allocation process to estimate the fair value of assets acquired and liabilities assumed, estimates are inherently uncertain and subject to refinement.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of the purchase price of an acquired business over the amount assigned to the assets acquired and liabilities assumed. The Company’s indefinite-lived intangible assets, which consist of in-process research and development (“IPR&D”), acquired in the GPCR USA acquisition were recorded at fair value on their acquisition date. Goodwill is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific events. If the entity determines that this threshold is met, then the company may apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company

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(in thousands, except share and per share data)

determines fair value through multiple valuation techniques and weights the results accordingly. The Company is required to make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units. The company has elected to perform its annual goodwill impairment review on December 31 of each year.

Contingent consideration

Contingent consideration relates to the potential payment for an acquisition that is contingent upon the achievement by the acquired business of revenue targets. The acquisition of GPCR USA included a contingent consideration arrangement that requires additional consideration to be paid by the Company to GPCR based on the License and Collaboration Agreement. The Company recorded contingent consideration at fair value based on the consideration expected to be transferred. For potential payments related to target achievements, the Company estimated the fair value based on the probability of achievement of such milestones. The assumptions utilized in the calculation of the fair value include the probability assessments of the completion of specific milestones and annual net sales of GPC-100 products in the future and the volatility of these milestones, appropriately discounted considering the uncertainties associated with the obligation. The contingent consideration was recorded as a long-term liability and is remeasured each reporting period, and subsequent changes in fair value are recognized within other income (expense) in the Company’s Statement of Operations.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The standard requires that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods. The standard will become effective for the Company for the fiscal year 2027 annual financial statements and interim financial statements thereafter and may be applied prospectively to periods after the adoption date or retrospectively for all prior periods presented in the financial statements, with early adoption permitted. The Company plans to adopt the standard when it becomes effective in the fiscal year 2027 annual financial statements, and the Company is currently evaluating the impact this guidance will have on the disclosures included in the Notes to the Unaudited Condensed Consolidated Financial Statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Update No. 2023-09 aims to enhance the transparency and decision usefulness of income tax disclosures. Update No. 2023-09 modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state, and foreign). Update 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. Update No. 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company has not yet adopted this standard for its fiscal year 2024 annual financial statements and is currently evaluating the impact this guidance will have on the disclosures included in the Notes to the Unaudited Condensed Consolidated Financial Statements. See Note 10 – Income Taxes for further information.

3. Business Acquisition

On January 19, 2025, the Company acquired 100% of GPCR USA pursuant to the Share Purchase Agreement (the “Acquisition”). This Acquisition was accounted for under the acquisition method of accounting under Accounting Standards Codification (“ASC”) 805. Under the acquisition method, the total purchase price of the acquisition is allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed based on the fair values as of the date of the acquisition. Consideration transferred is the sum of the acquisition date fair values of the assets transferred, the liabilities incurred by the acquirer to the former owners of the acquiree, and the equity interests issued by the acquirer to the former owners of the acquiree. The Company issued $500 of its equity

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(in thousands, except share and per share data)

to GPCR per the License and Collaboration Agreement during the third quarter. The total purchase price consideration consisted of the following:


Cash per Share Purchase Agreement	$	1,635
Cash per License and Collaboration Agreement	500
Equity Consideration per License and Collaboration Agreement	500
Fair Value of Contingent Consideration	5,246
Total purchase price consideration	$	7,881

The Company recorded the assets acquired and liabilities assumed as of the date of the Acquisition based on the information available at that date. The following table presents the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed as of the Acquisition date:


Assets acquired:
Cash and cash equivalents	$	45
Prepaid expenses and other current assets	1,013
Other noncurrent asset	198
Property and equipment	626
Right-of-use asset	285
Intangible assets	3,784
Goodwill	3,340
Total assets acquired	9,291
Liabilities assumed:
Accounts payable	606
Accrued expenses and other current liabilities	92
Operating lease liabilities, current and noncurrent	712
Total liabilities acquired	1,410
Net assets acquired	$	7,881

4. Supplemental Balance Sheet Information

Prepaid expenses and other current assets


	September 30, 2025		December 31, 2024

Prepaid insurance	$	466	$	444

Lease costs	—		37
Prepaid professional fees	70		70
Prepaid software	35		61
Other	375		32
Prepaid expenses and other current assets	$	946	$	644

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(in thousands, except share and per share data)

Property and equipment, net


	September 30, 2025		December 31, 2024
Scientific equipment	$	405	$	246
Computers and software	6		3
Furniture and fixtures	25		30
Leasehold Improvements	253		—
Auto	26		—
Property and equipment, gross	715		279
Less: accumulated depreciation and amortization	(188)		(253)
Property and equipment, net	$	527	$	26

Depreciation and amortization expense was $214 and $21 for the nine months ended September 30, 2025 and 2024, respectively. During the period ended September 30, 2025, the Company recognized a loss of $90 from the sale of fixed assets. This loss is reflected in the accompanying statement of operations.

Other noncurrent assets


	September 30, 2025		December 31, 2024
Prepaid insurance	$	1,035	$	1,357
Security deposits	853		—

Other noncurrent assets	$	1,888	$	1,357

Accrued expenses and other current liabilities


	September 30, 2025		December 31, 2024


Current lease liability	$	340	$	722
Accrued payroll-related expenses	80		—
Accrued litigation legal fee	—		1,138

Accrued registration delay payments	484		—

Accrued contingent consideration, current portion	242		—
Accrued other expenses	316		180
Accrued expenses and other current liabilities	$	1,462	$	2,040

5. Leases

Redwood City Lease

The Company’s lease arrangements at September 30, 2025 consist of a sublease for office space at its headquarters in Redwood City, California that commenced in July 2022 (the “Redwood Sublease”). The Redwood Sublease is classified as an operating lease.

GPCR USA is subleasing approximately 8,392 square feet of office space in Redwood City, California for its operations that began on July 15, 2022. This 45-month sublease is an operating lease agreement that ends on April 14, 2026. The monthly base rent during the remaining term is approximately $50 for the first six months. Base rent thereafter is subject to an increase of 3% over the remaining nine months.

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Because the rate implicit in this lease was not readily determinable, the Company used a third party to calculate its incremental borrowing rate of 6.3% on the commencement date to determine the fair value of the lease payments over the remaining term. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company recognized the right of use (“ROU”) asset at its fair value of $285 and a related lease liability of $712 on the date of the Acquisition.

Korea Lease

On May 22, 2025, KC Creation executed a lease agreement with YOOSOO Co., Ltd, a related party of Exicure HiTron Inc. This is a 24 month lease for a space in Gangnam-gu, Korea. This lease required a security deposit, that will be refunded at the end of the lease, and has no lease payments or obligations. The security deposit is excluded from lease payments. The difference between the nominal amount and the present value of the security deposit is treated as an ROU asset. This ROU asset is amortized evenly over the 24 month lease term, with a corresponding entry to rent expense. This Jeonse type lease is common in Korea and only requires a monthly maintenance fee that is less than $1 per month.

Chicago Lease

On February 13, 2025, the Company executed a Lease Termination Agreement with its landlord related to the Chicago, Illinois lease effective as of January 31, 2025 (the “Chicago Lease”). As a result of this early termination for the Chicago Lease that commenced on July 1, 2020 and would have ended on June 30, 2030, the Company vacated the Chicago office (the “Premises”) and stopped paying any further amounts owed to its landlord. There were no additional fees or costs related to the early termination. The Company recognized a $6,000 gain in the first quarter of 2025 related to this early termination.

Vehicle Lease

On May 27, 2025, KC Creation executed a finance lease agreement over 27 months for a vehicle used in its business operations. This lease has a purchase option that is reasonably certain to be exercised at the end of the lease. Therefore, this lease is classified as a finance lease in accordance with ASC 842, resulting in recognition of a right-of-use asset and a corresponding lease liability.

The following table summarizes lease costs in the Company’s unaudited condensed consolidated statement of operations:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Operating lease costs	$	57	$	143	$	252	$	428
Variable lease costs	—		119		87		122

SEC Form 10-Q filed by Exicure Inc.