Exicure, Inc.
Extract: Charter Amendment (Plain English Desc) from a 8-K on 08/26/2024   Download
SEC Document
SEC Filing
On August 26, 2024, Exicure, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a one-for-five (1-for-5) reverse stock split of its outstanding common stock (the “Reverse Stock Split”). The Amendment will be effective at 5:00 p.m. Eastern Time on August 27, 2024. A series of alternate amendments to effect a reverse stock split was approved by the Company’s stockholders at the Company’s Special Meeting of Stockholders held on August 20, 2024, and the specific one-for-five (1-for-5) reverse stock split was subsequently approved by the Company’s board of directors on August 20, 2024.

The Amendment provides that, at the effective time of the Amendment, every five (5) shares of the Company’s issued and outstanding common stock will automatically be combined into one (1) issued and outstanding share of common stock, without any change in par value per share. The Reverse Stock Split will not affect the number of authorized shares of common stock.

No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders will receive a full share in lieu of fractional shares. The Reverse Stock Split will affect all stockholders proportionately and will not affect any stockholder’s percentage ownership of the Company’s common stock (except to the extent resulting from the treatment of fractional shares).

The Company’s common stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis when the market opens on August 28, 2024. The new CUSIP number for the Company’s common stock following the Reverse Stock Split is 30205M309.

Additional information on the Reverse Stock Split can be found in the Company’s definitive proxy statement filed with the SEC on July 30, 2024.