Exicure Inc.
12/11/2024 | Press release | Distributed by Public on 12/11/2024 16:17
Material Agreement Form 8 K
Item 1.01 Entry Into a Material Definitive Agreement
Common Stock Purchase Agreement
In an agreement dated December 9, 2024, Exicure, Inc. (the "Company") entered into a Common Stock Purchase Agreement with SangSangIn Investment & Securities Co., Ltd. ("SangSang"), pursuant to which the Company agreed to issue and sell to SangSang 433,332 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a purchase price of $4.61 per share. The agreement is expected to close within ten days following the execution. The Company expects to receive aggregate gross proceeds of approximately $2 million.
The foregoing description of the Common Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Registration Rights Agreement
In connection with the Common Stock Purchase Agreement, the Company entered into a Registration Rights Agreement with SangSang, pursuant to which the Company agreed to register the resale of the Shares. Under the Registration Rights Agreement, the Company has agreed to file registration statements covering the resale of the Shares no later than the sixth (60th) day following the applicable closing (the "Filing Deadline"). The Company has agreed to use reasonable best efforts to cause such registration statement to become effective as promptly as practicable after the filing thereof but in any event on or prior to the Effectiveness Deadline (as defined in the Registration Rights Agreement), and to keep such registration statement continuously effective until the earlier of (i) the date the Shares covered by such registration statement have been sold or may be resold pursuant to Rule 144 without restriction, or (ii) the date that is two (2) years following the applicable closing date. The Company has also agreed, among other things, to pay all reasonable fees and expenses (excluding any underwriters' discounts and commissions and all fees and expenses of legal counsel, accountants and other advisors for SangSang except as specifically provided in the Registration Rights Agreement) incident to the performance of or compliance with the Registration Rights Agreement by the Company.
In the event a registration statement has not been filed within 90 days following the closing date, subject to certain limited exceptions, then the Company has agreed to make pro rata payments to SangSang as liquidated damages in an amount equal to 0.5% of the aggregate amount invested by SangSang in the Shares per 30-day period or pro rata for any portion thereof for each such month during which such event continues, subject to certain caps set forth in the Registration Rights Agreement.
The Company has granted SangSang customary indemnification rights in connection with the registration statements. SangSang has also granted the Company customary indemnification rights in connection with the registration statements.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Registration Rights Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.