Exicure Inc.
11/25/2024 | Press release | Distributed by Public on 11/25/2024 15:28
Management Change/Compensation Form 8 K
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Election of Directors to the Board of Directors
In connection with the closing of the Common Stock Purchase Agreement between the Exicure, Inc. (the "Company') and HiTron Systems Inc. ("HiTron") executed on November 12, 2024 (the "Purchase Agreement"), on November 21, 2024, the Board of Directors (the "Board") of the Company appointed Andy Yoo and Seung Ik Baik to the Board.
Mr. Yoo will serve as a Class I director for a term expiring at the Company's 2027 annual meeting of stockholders, or until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. Mr. Baik will serve as a Class III director for a term expiring at the Company's 2026 annual meeting of stockholders, or until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. There are no family relationships between Mr. Yoo or Mr. Baik and any director or executive officer of the Company.
For their services on the Board, both Mr. Yoo and Mr. Baik will receive an annual retainer of $20,000. The Company also intends to enter into the Company's standard form of indemnification agreement with both Mr. Yoo and Mr. Baik. As of the date of this report, Mr. Yoo or Mr. Baik have not been appointed to any committees of the Board. To the extent they are appointed to a committee, the Company will disclose their appointment within four business days.
The Board also appointed Mr. Yoo as the Chief Restructuring Officer of the Company and entered into an employment agreement with Mr. Yoo effective November 21, 2024. For his services as an officer, Mr. Yoo will each receive an annual base salary of $200,000.
The appointments of Mr. Yoo and Mr. Baik to the Board and Mr. Yoo as Chief Restructuring Officer were made pursuant to rights of HiTron under the Purchase Agreement. Mr. Yoo is the Chief Executive Officer of HiTron.
Except as described above, neither Mr. Yoo nor Mr. Baik has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Resignation of Hojoon Lee
On November 21, 2024, Hojoon Lee resigned from the Board for personal reasons, effective immediately as of such date. His resignation did not result from any disagreement regarding any matter related to the operations, policies or practices of the Company.
Resignation of Eui Yull Hwang
On November 21, 2024, Eui Yull Hwang resigned from the Board for personal reasons, effective immediately as of such date. His resignation did not result from any disagreement regarding any matter related to the Company's operations, policies or practices of the Company.