The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities pursuant to this prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 28, 2017
39,714,143 Shares of Common Stock
This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 39,714,143 shares of common stock of Exicure, Inc., par value $0.0001 per share, which includes (i) 26,666,627 shares of common stock privately issued to the selling stockholders on September 26, 2017 in exchange for shares of Exicure Operating Company, a Delaware corporation, which became our wholly owned subsidiary on September 26, 2017, (ii) 2,080,000 shares of common stock held by the pre-Merger stockholders of Max-1 Acquisition Corporation, (iii) an aggregate of 10,504,196 shares of common stock issued through closings of the private placement offering on September 26, 2017, October 27, 2017, and November 2, 2017, and (iv) an aggregate of 463,320 shares of common stock issued to placement agents, or issuable to such placement agents upon exercise of common stock warrants, in each case, issued in connection with the private placement offering. We will not receive any proceeds from the sale of these shares by the selling stockholders. The selling stockholders may sell the shares of our common stock offered by this prospectus from time to time through the means described in this prospectus under the caption “Plan of Distribution.” For a list of the selling stockholders, see the section entitled “Selling Stockholders” on page 156. We have borne and will continue to bear the costs relating to the registration of these shares.
There is not currently, and there has never been, any established public trading market for any of our securities. Our securities are not currently eligible for trading on any national securities exchange, including the NASDAQ Stock Market, or any over-the-counter markets, including the OTC Markets—OTCQB tier, or the OTCQB. We cannot assure you that our securities will become eligible for trading on any exchange or market. In connection with this offering, we have arranged for a registered broker-dealer to apply to have our common stock quoted on the OTCQB or another over-the-counter system. Until such time as our common stock is quoted on the OTCQB or another public trading market otherwise develops, the selling stockholders identified herein may only sell their shares of our common stock pursuant to this prospectus at a fixed price of $3.00 per share, for a total offering amount of $119,142,429. At and after such time, the selling stockholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.
We are an “emerging growth company” as defined under the federal securities laws, and, as such, are eligible for reduced public company reporting requirements. See “Prospectus Summary—Emerging Growth Company.”
Investing in our common stock involves a high degree of risk. Before making an investment decision, please read “Risk Factors” on page 11 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2017.