Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 12, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39011 | |
Entity Registrant Name | EXICURE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-5333008 | |
Entity Address, Address Line One | 2430 N. Halsted St. | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60614 | |
City Area Code | (847) | |
Local Phone Number | 673-1700 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | XCUR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 122,806,333 | |
Entity Central Index Key | 0001698530 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 23,890 | $ 34,644 |
Short-term investments | 2,494 | 4,497 |
Prepaid expenses and other assets | 2,798 | 4,525 |
Total current assets | 29,182 | 43,666 |
Property and equipment, net | 3,612 | 3,927 |
Right-of-use asset | 7,781 | 7,950 |
Other noncurrent assets | 1,321 | 9,325 |
Total assets | 41,896 | 64,868 |
Current liabilities: | ||
Current portion of long-term debt | 0 | 6,873 |
Accounts payable | 1,918 | 3,413 |
Accrued expenses and other current liabilities | 3,227 | 6,464 |
Deferred revenue, current | 16,216 | 17,317 |
Total current liabilities | 21,361 | 34,067 |
Deferred revenue, noncurrent | 10,045 | 11,509 |
Lease liability, noncurrent | 7,254 | 7,404 |
Other noncurrent liabilities | 0 | 656 |
Total liabilities | 38,660 | 53,636 |
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value per share; 10,000,000 shares authorized, no shares issued and outstanding, March 31, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value per share; 200,000,000 shares authorized, 122,792,877 issued and outstanding, March 31, 2022; 108,783,144 issued and outstanding, December 31, 2021 | 12 | 11 |
Additional paid-in capital | 181,644 | 181,290 |
Accumulated other comprehensive loss | (5) | (2) |
Accumulated deficit | (178,415) | (170,067) |
Total stockholders' equity | 3,236 | 11,232 |
Total liabilities and stockholders’ equity | $ 41,896 | $ 64,868 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 122,792,877 | 108,783,144 |
Common stock, shares outstanding (in shares) | 122,792,877 | 108,783,144 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue: | ||
Collaboration revenue | $ 2,565,000 | $ 997,000 |
Total revenue | 2,565,000 | 997,000 |
Operating expenses: | ||
Research and development expense | 7,140,000 | 10,262,000 |
General and administrative expense | 3,162,000 | 2,892,000 |
Total operating expenses | 10,302,000 | 13,154,000 |
Operating loss | (7,737,000) | (12,157,000) |
Other (expense) income, net: | ||
Dividend income | 2,000 | 1,000 |
Interest income | 2,000 | 88,000 |
Interest expense | (595,000) | (409,000) |
Other expense, net | (20,000) | 0 |
Total other expense, net | (611,000) | (320,000) |
Net loss before provision for income taxes | (8,348,000) | (12,477,000) |
Provision for income taxes | 0 | 0 |
Net loss | $ (8,348,000) | $ (12,477,000) |
Basic loss per common share (USD per share) | $ (0.07) | $ (0.14) |
Diluted loss per common share (USD per share) | $ (0.07) | $ (0.14) |
Weighted-average basic common shares outstanding (in shares) | 120,939,957 | 87,852,378 |
Weighted-average diluted common shares outstanding (in shares) | 120,939,957 | 87,852,378 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (8,348) | $ (12,477) |
Other comprehensive loss, net of taxes | ||
Unrealized losses on available for sale securities, net of tax | (3) | (51) |
Other comprehensive loss | (3) | (51) |
Comprehensive loss | $ (8,351) | $ (12,528) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in- Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2020 | 87,651,352 | ||||
Beginning balance at Dec. 31, 2020 | $ 61,506 | $ 9 | $ 167,379 | $ (105,965) | $ 83 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity-based compensation | 517 | 517 | |||
Exercise of options (in shares) | 342,246 | ||||
Exercise of options | 546 | 546 | |||
Other comprehensive loss, net | (51) | (51) | |||
Net loss | (12,477) | (12,477) | |||
Ending balance (in shares) at Mar. 31, 2021 | 87,993,598 | ||||
Ending balance at Mar. 31, 2021 | 50,041 | $ 9 | 168,442 | (118,442) | 32 |
Beginning balance (in shares) at Dec. 31, 2021 | 108,783,144 | ||||
Beginning balance at Dec. 31, 2021 | 11,232 | $ 11 | 181,290 | (170,067) | (2) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity-based compensation | 342 | 342 | |||
Exercise of common stock warrants (in shares) | 14,000,000 | ||||
Exercise of common stock warrants | 14 | $ 1 | 13 | ||
Vesting of restricted stock units and related repurchases (in shares) | 9,733 | ||||
Vesting of restricted stock units and related repurchases | (1) | (1) | |||
Other comprehensive loss, net | (3) | (3) | |||
Net loss | (8,348) | (8,348) | |||
Ending balance (in shares) at Mar. 31, 2022 | 122,792,877 | ||||
Ending balance at Mar. 31, 2022 | $ 3,236 | $ 12 | $ 181,644 | $ (178,415) | $ (5) |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (8,348) | $ (12,477) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 302 | 263 |
Equity-based compensation | 342 | 517 |
Amortization of long-term debt issuance costs and fees | 477 | 70 |
Amortization of right-of-use asset | 169 | 162 |
Amortization of investments | (1) | 108 |
Other | 19 | (2) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | 11 |
Prepaid expenses and other current assets | 1,727 | (2,320) |
Other noncurrent assets | 4 | (33) |
Accounts payable | (1,495) | 1,103 |
Accrued expenses | (3,237) | (1,084) |
Deferred revenue | (2,565) | (997) |
Other liabilities | (150) | (130) |
Net cash used in operating activities | (12,756) | (14,809) |
Cash flows from investing activities: | ||
Purchase of available for sale securities | (1,499) | 0 |
Proceeds from sale or maturity of available for sale securities | 3,500 | 15,522 |
Capital expenditures | (6) | (225) |
Net cash provided by investing activities | 1,995 | 15,297 |
Cash flows from financing activities: | ||
Repayment of long-term debt | (7,500) | 0 |
Payment of long-term debt fees and issuance costs | (506) | 0 |
Proceeds from exercise of common stock warrants | 14 | 0 |
Proceeds from exercise of common stock options | 0 | 546 |
Payments for minimum statutory tax withholding related to net share settlement of equity awards | (1) | 0 |
Net cash (used in) provided by financing activities | (7,993) | 546 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (18,754) | 1,034 |
Cash, cash equivalents, and restricted cash - beginning of period | 43,844 | 34,462 |
Cash, cash equivalents, and restricted cash - end of period | 25,090 | 35,496 |
Non-cash investing activities: | ||
Capital expenditures (accounts payable and accrued expenses) | $ 0 | $ 50 |
UNAUDITED CONDENSED CONSOLIDA_7
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Cash Flows [Abstract] | ||
Cash and cash equivalents | $ 23,890 | $ 34,644 |
Restricted cash included in other noncurrent assets | 1,200 | 9,200 |
Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows | $ 25,090 | $ 43,844 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Description of Business Exicure, Inc. is an early-stage biotechnology company developing nucleic acid therapies targeting ribonucleic acid against validated targets to neurological disorders and hair loss. The team includes a diverse scientific group with expertise in nucleic acid chemistry, drug development and neuroscience. Headquartered in Chicago, Illinois, the Company conducts its discovery and development efforts in-house with a dedicated 30,000 square foot facility, including rapid and automated high throughput nucleic acid synthesis and screening. The Company’s therapeutic discovery and development efforts are supported by its proprietary Spherical Nucleic Acid, or SNA, technology. SNAs are nanoscale constructs consisting of densely packed synthetic nucleic acid sequences that are radially arranged in three dimensions. The Company believes the design of SNAs gives rise to distinct chemical and biological properties that may provide advantages over other nucleic acid therapeutics and enable therapeutic activity outside of the liver. The Company’s platform for therapeutic nucleic acids has demonstrated potential high potency, broad uptake, and prolonged efficacy in both in vitro and in vivo neurological models. The basis of the Company’s discovery approach harnesses our expertise in oligonucleotide chemistry for use against validated targets where we can screen thousands of oligonucleotides efficiently and identify top candidates in the appropriate cell and live animal models. The Company is conducting preclinical studies for a non-opioid analgesic directed against SCN9A (Nav1.7); undisclosed targets in Huntington’s disease and Angelman syndrome as part of our collaboration with Ipsen Biopharm Limited, or Ipsen; and undisclosed targets in hair loss disorders as part of our collaboration with AbbVie Inc., or AbbVie. Throughout these unaudited condensed consolidated financial statements, the terms the “Company,” and “Exicure” refer to Exicure, Inc. and where appropriate, its wholly owned subsidiary, Exicure Operating Company. Exicure Operating Company holds all material assets and conducts all business activities and operations of Exicure, Inc. Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of March 31, 2022 and December 31, 2021, and for the three months ended March 31, 2022 and 2021, have been presented in conformity with generally accepted accounting principles in the United States (“GAAP”). Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Exicure and its wholly owned subsidiary, Exicure Operating Company. All intercompany transactions and accounts are eliminated in consolidation. Significant Risks and Uncertainties Determining the estimate of total project hours used to recognize revenue for the Company’s collaboration agreements requires significant judgment and any changes to those estimates may have a significant impact on the amount and timing of revenue recognition for the Ipsen Collaboration Agreement or the AbbVie Collaboration Agreement (each, as defined in Note 3, Collaborative Research and License Agreements ) in future periods. For example, during 2021, revenue recognized under the AbbVie Collaboration Agreement for the year ended December 31, 2021 reflected the cumulative catchup adjustment (reduction) of revenue recorded in connection with a change in estimate that occurred during the third quarter of 2021. Due to uncertainties inherent in the estimation process, it is at least reasonably possible that estimated efforts required to complete the research services under the AbbVie Collaboration Agreement will be further revised in the near-term which may result in additional adjustments (reductions of revenue) in future periods. 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 and it 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 March 31, 2022, the Company has generated an accumulated deficit of $197,252 since inception and expects to incur significant expenses and negative cash flows for the foreseeable future. As of March 31, 2022, the Company’s cash, cash equivalents, short-term investments, and restricted cash were $27,584. 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. Substantial additional financing will be needed by the Company to fund its operations. Management believes that it will be able to obtain additional funding through equity or debt financings, collaboration agreements, strategic partnerships and licensing arrangements, or other arrangements to fund its current operations and business strategy. However, there can be no assurance that such additional financing will be available and, if available, can be obtained on terms acceptable to the Company. If the Company is unable to raise additional capital, the Company could be forced to delay, reduce the scope of or eliminate its research and development programs or the Company may be required to relinquish rights to assets or preclinical programs that it might otherwise seek to develop independently, any of which could adversely affect its business prospects, or the Company may be unable to continue operations. 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. Unaudited Interim Financial Information The accompanying interim condensed consolidated balance sheet as of March 31, 2022, the interim condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021, the interim condensed consolidated statements of comprehensive loss for the three months ended March 31, 2022 and 2021, the interim condensed consolidated statements of changes in stockholders’ equity for the three months ended March 31, 2022 and 2021, and the interim condensed consolidated statements of cash flows for the three months ended March 31, 2022 and 2021 are unaudited. The interim unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited financial statements; 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 March 31, 2022, the results of its operations for the three months ended March 31, 2022 and 2021, and the results of its cash flows for the three months ended March 31, 2022 and 2021. The financial data and other information disclosed in these notes related to the three months ended March 31, 2022 and 2021 are unaudited. The results for the three months ended March 31, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, or any other interim periods, or any future year or period. 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. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 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 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 25, 2022. Since the date of those audited consolidated financial statements, there have been no material changes to the Company’s significant accounting policies. Recent Accounting Pronouncements Not Yet Adopted Financial Instruments - Credit Losses In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13) . ASU 2016-13 is a new standard intended to improve reporting requirements specific to loans, receivables and other financial instruments. ASU 2016-13 requires that credit losses on financial assets measured at amortized cost be determined using an expected loss model, instead of the current incurred loss model, and requires that credit losses related to available-for-sale debt securities be recorded through an allowance for credit losses and limited to the amount by which carrying value exceeds fair value. ASU 2016-13 also requires enhanced disclosure of credit risk associated with financial assets. The effective date of ASU 2016-13 was deferred by ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)—Effective Dates to the annual period beginning after December 15, 2022 for companies that (i) meet the definition of an SEC filer and (ii) are eligible as “smaller reporting companies” as such term is defined by the SEC, with early adoption permitted. The Company is currently assessing the impact of adoption of ASU 2016-13 to its consolidated financial statements. |
Collaborative Research and Lice
Collaborative Research and License Agreements | 3 Months Ended |
Mar. 31, 2022 | |
Research and Development [Abstract] | |
Collaborative Research and License Agreements | Collaborative Research and License Agreements Ipsen Collaboration Agreement On July 30, 2021, the Company entered into a Collaboration, Option and License Agreement with Ipsen (the “Ipsen Collaboration Agreement”). Pursuant to the Ipsen Collaboration Agreement, the Company granted to Ipsen exclusive access and options to license SNA-based therapeutics arising from two collaboration programs related to the treatment of Huntington’s disease and Angelman syndrome. During the three months ended March 31, 2022, the Company recognized revenue under the Ipsen Collaboration Agreement of approximately $2,080. As of March 31, 2022, there was $15,611 of deferred revenue related to the Ipsen Collaboration Agreement, of which is $6,521 is classified as current and $9,090 is classified as noncurrent on the unaudited condensed consolidated balance sheet. Deferred revenue under the Ipsen Collaboration Agreement will be recognized as revenue in future periods as the Company satisfies its obligations under the Ipsen Collaboration Agreement, which the Company currently estimates to be over the next 32 to 40 months. AbbVie Collaboration Agreement On November 13, 2019, the Company entered into a Collaboration, Option and License Agreement (the “AbbVie Collaboration Agreement”), with a wholly-owned subsidiary of Allergan plc, Allergan. On May 8, 2020, Allergan plc, including Allergan was acquired by AbbVie. Pursuant to the AbbVie Collaboration Agreement, the Company granted to AbbVie exclusive access and options to license SNA-based therapeutics arising from two collaboration programs related to the treatment of hair loss disorders. During the three months ended March 31, 2022 and 2021, the Company recognized revenue under the AbbVie Collaboration Agreement of approximately $485 and $997, respectively. As of March 31, 2022, there was $10,650 of deferred revenue related to the AbbVie Collaboration Agreement, of which is $9,695 is classified as current and $955 is classified as noncurrent on the unaudited condensed consolidated balance sheet. Deferred revenue under the AbbVie Collaboration Agreement will be recognized as revenue in future periods as the Company satisfies its obligations under the AbbVie Collaboration Agreement, which the Company currently estimates to be over the next 21 to 24 months. Summary of Contract Liabilities Up-front payments are recorded as deferred revenue upon receipt or when due until such time as the Company satisfies its performance obligations under these arrangements. The following table presents changes in the balances of the Company’s contract liabilities (in thousands): Deferred Revenue Balance at Revenue Deferred Revenue Balance at Ipsen Collaboration Agreement $ 17,691 $ (2,080) $ 15,611 AbbVie Collaboration Agreement 11,135 (485) 10,650 Total $ 28,826 $ (2,565) $ 26,261 |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Balance Sheet Information [Abstract] | |
Supplemental Balance Sheet Information | Supplemental Balance Sheet Information Prepaid expenses and other current assets March 31, 2022 December 31, 2021 Prepaid clinical, contract research and manufacturing costs $ 1,175 $ 2,484 Prepaid insurance 494 763 Other 1,129 1,278 Prepaid expenses and other current assets $ 2,798 $ 4,525 Other noncurrent assets March 31, 2022 December 31, 2021 Restricted cash $ 1,200 $ 9,200 Other 121 125 Other noncurrent assets $ 1,321 $ 9,325 Property and equipment, net March 31, 2022 December 31, 2021 Scientific equipment $ 6,481 $ 6,471 Computers and software 60 60 Furniture and fixtures 30 30 Construction in process 7 33 Property and equipment, gross 6,578 6,594 Less: accumulated depreciation (2,966) (2,667) Property and equipment, net $ 3,612 $ 3,927 Depreciation and amortization expense was $302 and $263 for the three months ended March 31, 2022 and 2021, respectively. Accrued expenses and other current liabilities March 31, 2022 December 31, 2021 Accrued clinical, contract research and manufacturing costs $ 1,171 $ 3,689 Accrued restructuring costs 603 1,191 Lease liability, current 479 459 Accrued other expenses 974 1,125 Accrued expenses and other current liabilities $ 3,227 $ 6,464 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2022 | |
Investments [Abstract] | |
Investments | Investments As of March 31, 2022 and December 31, 2021, the Company primarily invested its excess cash in debt instruments of corporations, financial institutions, and U.S. government agencies with strong credit ratings and an investment grade rating at or above a long-term rating of Aa3/AA- and a short-term rating of P1/A1. The Company has established guidelines relative to diversification and maturities that maintain safety and liquidity. The Company periodically reviews and modifies these guidelines to maximize trends in yields and interest rates without compromising safety and liquidity. The following table summarizes the contract maturity of the available-for-sale securities the Company held as of March 31, 2022: One year or less 100 % After one year but within two years — % Total 100 % All of the Company’s available-for-sale securities are available to the Company for use in its current operations. As a result, the Company categorizes all of these securities as current assets even though the stated maturity of some individual securities may be one year or more beyond the balance sheet date. The amortized cost, gross unrealized holding gains, gross unrealized holding losses and fair value of cash equivalents and available-for-sale securities by type of security at March 31, 2022 and December 31, 2021 were as follows: March 31, 2022 Amortized Costs Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Commercial paper $ 2,499 $ — $ (5) $ 2,494 December 31, 2021 Amortized Costs Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Commercial paper $ 10,498 $ — $ (2) $ 10,496 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | DebtOn March 15, 2022, pursuant to the terms of the Company’s Credit and Security Agreement, dated as of September 25, 2020, as amended on October 21, 2020, July 30, 2021, September 30, 2021, and December 10, 2021 with MidCap Financial Trust, as agent, and the lenders party thereto from time to time (as amended, the “MidCap Credit Agreement”), the Company repaid all remaining outstanding obligations under the MidCap Credit Agreement, including the outstanding principal balance of $7,500 and an exit fee of $506.The Company paid interest on the MidCap Credit Agreement of $194 and $339 during the three months ended March 31, 2022 and 2021, respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company’s lease arrangements at March 31, 2022 consist of (i) a lease for office and laboratory space at its headquarters in Chicago, Illinois that commenced in July 2020 (the “Chicago Lease”) and (ii) leases for office equipment (the “Office Equipment Leases”). Each of these leases are classified as operating leases. Chicago Lease The Company has approximately thirty thousand square feet of office and laboratory space in Chicago, Illinois (the “Chicago Lease”). The original term (the “Original Term”) of the Chicago Lease is 10 years, commencing on July 1, 2020 (the “Commencement Date”), which is the date the premises were ready for occupancy under the terms of the Chicago Lease. The Company has options to extend the term of the Chicago Lease for two additional successive periods of five years each (the “Extension Periods”) at the then prevailing effective market rental rate. The initial annual base rent during the Original Term is approximately $1,113 for the first 12-month period of the Original Term, payable in monthly installments beginning on the Commencement Date. Base rent thereafter is subject to annual increases of 3%, for an aggregate amount of $12,761 over the Original Term. The Company must also pay its proportionate share of certain operating expenses and taxes for each calendar year during the term. During the first 12-month period of the Original Term, the base rent and the Company's proportionate share of operating expenses and taxes are subject to certain abatements. The following table summarizes lease costs in the Company’s unaudited condensed consolidated statement of operations: Three Months Ended 2022 2021 Operating lease costs $ 326 $ 327 Variable lease costs 341 377 Short term lease costs 13 31 Total lease costs $ 680 $ 735 The Company made cash payments for operating leases of $872 and $647 during the three months ended March 31, 2022 and 2021, respectively. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring As of March 31, 2022, the accrued liability balance associated with the strategic reduction in force announced in December 2021 is $603, presented within accrued expense and other current liabilities on the accompanying unaudited condensed consolidated balance sheet. This balance consists of separation benefits in the form of salary continuation pursuant to employment agreements and is expected to be paid between April 2022 and January 2023. The following table presents changes in the accrued restructuring liability balance for the periods presented (in thousands): Accrued Restructuring Liability Balance at December 31, 2021 $ 1,191 Payments (582) Adjustments (non-cash) (6) Balance at March 31, 2022 $ 603 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Preferred Stock As of March 31, 2022 and December 31, 2021, the Company had 10,000,000 shares of preferred stock, par value $0.0001 authorized and no shares issued and outstanding. Common Stock As of March 31, 2022 and December 31, 2021, the Company had authorized 200,000,000 shares of common stock, par value $0.0001. As of March 31, 2022 and December 31, 2021, the Company had 122,792,877 shares and 108,783,144 shares issued and outstanding, respectively. The holders of shares of the Company’s common stock are entitled to one vote per share on all matters to be voted upon by the Company’s stockholders and there are no cumulative rights. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shares of the Company’s common stock are entitled to receive ratably any dividends that may be declared from time to time by the Board out of funds legally available for that purpose. In the event of the Company’s liquidation, dissolution or winding up, the holders of shares of the Company’s common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock then outstanding. The Company’s common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Company’s common stock. The outstanding shares of the Company’s common stock are fully paid and non-assessable. Common Stock Warrants On January 4, 2022 and January 21, 2022, the holder of the pre-funded warrants that were acquired in a registered-direct offering transaction dated December 16, 2021 exercised the right to purchase 7,500,000 shares and 6,500,000 shares, respectively, of the Company’s common stock. As a result, during the three months ended March 31, 2022, 14,000,000 aggregate shares of the Company’s common stock were issued upon such exercises with aggregate proceeds totaling $14 from such exercises. As of March 31, 2022, there are no unexercised pre-funded warrants that are outstanding. As of March 31, 2022, warrants to purchase 17,288,034 shares of common stock at a price of $0.2701 per share that were acquired in the registered-direct offering transaction dated December 16, 2021 remain outstanding. The warrants are classified as equity. Accumulated Other Comprehensive Income (Loss) The following table summarizes the changes in each component of accumulated other comprehensive loss, net of tax, for 2022: Unrealized losses on short-term investments Total Balance at December 31, 2021 $ (2) $ (2) Other comprehensive loss before reclassifications (3) (3) Net current period other comprehensive income (3) (3) Balance at March 31, 2022 $ (5) $ (5) The following table summarizes the changes in each component of accumulated other comprehensive income (loss), net of tax, for 2021: Unrealized gains (losses) on short-term investments Total Balance at December 31, 2020 $ 83 $ 83 Other comprehensive loss before reclassifications (51) (51) Net current period other comprehensive loss (51) (51) Balance at March 31, 2021 $ 32 $ 32 |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation 2017 Equity Incentive Plan On September 22, 2017, the Company’s stockholders approved the Exicure, Inc. 2017 Equity Incentive Plan (the “2017 Plan”), which became effective on November 15, 2017. The 2017 Plan provides for the issuance of incentive awards of up to 5,842,525 shares of Exicure common stock, which includes 2,169,905 shares of Exicure common stock to be issued to officers, employees, consultants and directors, plus a number of shares not to exceed 3,683,817 that are subject to issued and outstanding awards under the Exicure OpCo 2015 Equity Incentive Plan (the “2015 Plan”) and were assumed in the merger transaction on September 26, 2017. Awards that may be awarded under the 2017 Equity Incentive Plan include non-qualified and incentive stock options, stock appreciation rights, bonus shares, restricted stock, restricted stock units, performance units and cash-based awards. The number of shares of common stock reserved for issuance under the 2017 Equity Incentive Plan automatically increases on January 1 of each year, beginning on January 1, 2020, by the lesser of (i) 4,600,000 shares, (ii) 5% of the total number of shares of its capital stock outstanding on December 31 of the preceding calendar year, or (iii) a lesser number of shares determined by the Compensation Committee of the Board (the “Compensation Committee”). No future awards will be made under the 2015 Plan upon the effectiveness of the 2017 Plan. On January 1, 2022, pursuant to the terms of the 2017 Plan, the number of awards that are reserved and may be awarded under the 2017 Plan was automatically increased by 4,600,000 awards. As of March 31, 2022, the aggregate number of equity awards available for grant under the 2017 Equity Incentive Plan was 10,886,143. Awards granted under the 2017 Plan are contingent on the participants’ continued employment or provision of non-employee services and are subject to forfeiture if employment or continued service terminates for any reason. The initial award granted to an employee or consultant generally vests 25% on the first 12-month anniversary of the grant date and vests 1/48th monthly thereafter until fully vested at the end of 48 months. Subsequent awards granted to employees or consultants generally vest 1/48th monthly until fully vested at the end of 48 months. The initial stock option grant to a non-employee director vests 1/36th monthly until fully vested at the end of 36 months. Subsequent stock option grants to a non-employee director vests 1/12th monthly until fully vested at the end of 12 months. The term of common stock option grants is 10 years unless terminated earlier as described above. Inducement Grant In May 2021, the Company granted stock options to purchase up to 600,000 shares of common stock as a material inducement to Brian C. Bock to enter into employment with the Company as the Company’s Chief Financial Officer (the “Inducement Grant”). The Inducement Grant, which was made pursuant to a stand-alone nonstatutory stock option agreement (the “Inducement Award Agreement”), was approved by the Compensation Committee, was awarded in accordance with Nasdaq Listing Rule 5635(c)(4) and outside of the Company’s 2017 Equity Incentive Plan and is subject to the terms and conditions of the Inducement Award Agreement. As such, any shares underlying the Inducement Grant are not, upon forfeiture, cancellation or expiration, returned to a pool of shares reserved for future issuance. In connection with Mr. Bock’s resignation from the Company on February 4, 2022, the stock options underlying the Inducement Grant were forfeited. Employee Stock Purchase Plan The 2017 Employee Stock Purchase Plan (the “ESPP”) was adopted by the Board in September 2017 and approved by the Company’s stockholders in September 2017. Through the ESPP, eligible employees may authorize payroll deductions of up to 15% of their compensation to purchase common stock. The maximum number of shares that an employee may purchase on any exercise date in an offer period will be the smaller of (i) 7,500 shares or (ii) such number of shares as has a fair market value (determined as of the offering date for such offer period) equal to $25,000 within one calendar year minus the fair market value of any other shares of common stock that are attributed to such calendar year. The purchase price per share at each purchase date is equal to 85% of the lower of (i) the closing market price per share of Exicure common stock on the employee’s offering date or (ii) the closing market price per share of Exicure common stock on the exercise date. Each offering period is approximately six-months in duration and the first offering period began on November 16, 2020 and ended on May 14, 2021. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2018 and each January 1 thereafter through January 1, 2027, by the least of (i) 300,000 shares; (ii) 0.3% of the outstanding shares of common stock on the last day of the immediately preceding calendar year; or (iii) a lesser number of shares determined by the Board. On January 1, 2022, the number of shares of common stock available for issuance under the ESPP increased by 300,000 shares. As of March 31, 2022, there were 1,314,666 shares available for issuance under the ESPP. Equity-based compensation expense is classified in the statements of operations as follows: Three Months Ended 2022 2021 Research and development expense $ 160 $ 257 General and administrative expense 182 260 $ 342 $ 517 Unamortized equity-based compensation expense at March 31, 2022 was $2,475, which is expected to be amortized over a weighted-average period of 2.5 years. The Company utilizes the Black-Scholes option-pricing model to determine the fair value of common stock option grants. The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The model also requires the input of highly subjective assumptions. The following table presents the assumptions used in the Black-Scholes option-pricing model for stock options granted during the three months ended March 31, 2021; there were no stock options granted during the three months ended March 31, 2022: Three Months Ended 2021 Expected term 5.0 to 6.1 years Risk-free interest rate 0.36% to 1.12%; weighted avg. 0.92% Expected volatility 82.4% to 83.6%; weighted avg. 82.7% Forfeiture rate 5 % Expected dividend yield — % The expected term is based upon the “simplified method” as described in Staff Accounting Bulletin Topic 14.D.2. Currently, the Company does not have sufficient experience to provide a reasonable estimate of an expected term of its common stock options. The Company will continue to use the “simplified method” until there is sufficient experience to provide a more reasonable estimate in conformance with ASC 718-10-30-25 through 30-26. The risk-free interest rate assumptions were based on the U.S. Treasury bond rate appropriate for the expected term in effect at the time of grant. The expected volatility is based on calculated enterprise value volatilities for publicly traded companies in the same industry and general stage of development. The estimated forfeiture rates were based on historical experience for similar classes of employees. The dividend yield was based on expected dividends at the time of grant. The fair value of the underlying common stock and the exercise price for the common stock options granted during the three months ended March 31, 2021 are summarized in the table below; there were no stock options granted during the three months ended March 31, 2022: Common Stock Options Granted During Period Ended: Fair Value of Underlying Common Stock Exercise Price of Common Stock Option Three months ended March 31, 2021 $1.82 to $2.57; weighted avg. $2.23 $1.82 to $2.57; weighted avg. $2.23 The weighted-average grant date fair value of common stock options granted in the three months ended March 31, 2021 was $1.54 per common stock option. A summary of common stock option activity as of the periods indicated is as follows: Options Weighted-Average Exercise Price (1) Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (thousands) Outstanding - December 31, 2021 9,944,773 $ 2.06 7.0 $ — Forfeited (2,976,634) 1.83 Outstanding - March 31, 2022 6,968,139 $ 2.16 4.3 $ — Exercisable - March 31, 2022 5,406,499 $ 2.17 3.1 $ — Vested and Expected to Vest - 6,869,689 $ 2.16 4.3 $ — (1) On March 24, 2022, the Company’s Board of Directors unanimously approved the repricing of all outstanding and unexercised stock options granted under our 2015 Equity Incentive Plan and 2017 Equity Incentive Plan and held by its current employees, executive officers, and directors. Effective April 1, 2022, the exercise price of the eligible stock options was reduced to $0.1836, the closing price of our common stock on April 1, 2022. See below section titled “Repricing of Outstanding and Unexercised Options” for more information. The aggregate intrinsic value of common stock options exercised during the three months ended March 31, 2021 was $200; there were no stock options exercised during the three months ended March 31, 2022. A summary of restricted stock unit activity of the periods indicated is as follows: Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested balance - December 31, 2021 303,250 $ 1.67 Vested (14,875) 1.90 Unvested balance - March 31, 2022 288,375 $ 1.66 The grant date fair value of restricted stock units is based on the Company’s closing stock price at the date of grant. At vesting, each outstanding restricted stock unit will be exchanged for one share of the Company’s common stock. Restricted stock units generally vest evenly on a quarterly basis over a period of 4 years in exchange for continued service provided by the restricted stock unit recipient during that vesting period. Repricing of Outstanding and Unexercised Options On March 24, 2022, the Board unanimously approved the repricing of all outstanding and unexercised stock options granted under the 2015 Plan and 2017 Plan (the “Plans”) and held by current employees, executive officers, and directors of the Company (the “Eligible Stock Options”). Effective April 1, 2022, the exercise price of the eligible stock options was reduced to $0.1836, the closing price of its common stock on April 1, 2022. Except for the modification to the exercise price of the Eligible Stock Options, all other terms and conditions of each of the Eligible Stock Options will remain in full force and effect. Pursuant to the Plans, the Board, as the administrator of the Plans, has discretionary authority, exercisable on such terms and conditions that it deems appropriate under the circumstances, to reduce the exercise price in effect for outstanding options under the Plans. In approving the repricing, the Board considered the impact of the current exercise prices of outstanding stock options on the incentives provided to employees and directors, the lack of retention value provided by the outstanding stock options to employees and directors, and the impact of such options on the capital structure of the Company. As of March 24, 2022, there were 6,996,741 stock options outstanding under the Plans, and all of the Company’s outstanding stock options had exercise prices in excess of the current fair market value of the Company’s common stock as of March 24, 2022, which is why the Board made the determination to deem all outstanding and unexercised stock options held by current employees, executive officers, and directors as Eligible Stock Options. Matthias Schroff, the Company’s Chief Executive Officer, and Elias Papadimas, the Company’s Chief Financial Officer, hold Eligible Stock Options exercisable into an aggregate of 881,200 and 375,417 shares of the Company’s common stock, respectively. Non-employee directors Jeffrey Cleland, Elizabeth Garofalo, Bali Muralidhar and James Sulat hold Eligible Stock Options exercisable into an aggregate of 115,079, 150,000, 115,079 and 93,386 shares of the Company’s common stock, respectively. The Company expects to record the impact of the option repricing in the quarter ending June 30, 2022. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company incurred a pretax loss in each of the three months ended March 31, 2022 and 2021, which consists entirely of loss in the United States and resulted in no provision for income tax expense during the periods then ended. The effective tax rate is 0% in each of the three months ended March 31, 2022 and 2021 because the Company has generated tax losses and has provided a full valuation allowance against its deferred tax assets. |
Loss Per Common Share
Loss Per Common Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | Loss Per Common Share Basic loss per common share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per common share is calculated using the treasury share method by giving effect to all potentially dilutive securities that were outstanding. Potentially dilutive options, restricted stock units and warrants to purchase common stock that were outstanding during the periods presented were excluded from the diluted loss per share calculation for the periods presented because such shares had an anti-dilutive effect due to the net loss reported in those periods. Therefore, basic and diluted loss per common share is the same for each of the three months ended March 31, 2022 and 2021. The following is the computation of loss per common share for the three months ended March 31, 2022 and 2021: Three Months Ended 2022 2021 Net loss $ (8,348) $ (12,477) Weighted-average basic and diluted common shares outstanding 120,939,957 87,852,378 Loss per share - basic and diluted $ (0.07) $ (0.14) The outstanding securities presented below were excluded from the calculation of loss per common share, for the periods presented, because such securities would have been anti-dilutive due to the Company’s loss per share during that period: As of March 31, 2022 2021 Options to purchase common stock 6,968,139 7,433,436 Restricted stock units 288,375 250,146 Warrants to purchase common stock 17,288,034 — |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, Fair Value Measurement , establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, as follows: Level 1 Inputs - unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date; Level 2 Inputs - other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 Inputs - unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. Assets measured at fair value on a recurring basis as of March 31, 2022 are as follows: Total Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 7,541 $ 7,541 $ — $ — Commercial paper 1,500 — 1,500 — Short-term investments: Commercial paper 2,494 — 2,494 — Total financial assets $ 11,535 $ 7,541 $ 3,994 $ — Assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 are as follows: Total Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 21,125 $ 21,125 $ — $ — Commercial paper 5,999 — 5,999 — Short-term investments: Commercial paper 4,497 — 4,497 — Total financial assets $ 31,621 $ 21,125 $ 10,496 $ — The Company uses the market approach and Level 1 and Level 2 inputs to value its cash equivalents and Level 2 inputs to value its short-term investments. The Company’s long-term debt bore interest at the prevailing market rates for instruments with similar characteristics and, accordingly, the carrying value for this instrument also approximates its fair value and the financial measurement is also classified within Level 2 of the fair value hierarchy. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings On December 13, 2021, Mark Colwell filed a putative securities class action lawsuit against the Company, David A. Giljohann and Brian C. Bock in the United States District Court for the Northern District of Illinois, captioned Colwell v. Exicure, Inc. et al., Case No. 1:21-cv-0663. On February 4, 2021, plaintiff filed an amended putative securities class action complaint. The amended complaint alleges that Dr. Giljohann and Mr. Bock made materially false and/or misleading statements related to the Company’s clinical programs purportedly causing losses to investors who acquired Company securities between January 7, 2021 and December 10, 2021. The amended complaint does not quantify any alleged damages but, in addition to attorneys’ fees and costs, plaintiff seeks to recover damages on behalf of himself and others who acquired the Company’s stock during the putative class period at allegedly inflated prices and purportedly suffered financial harm as a result. On February 11, 2022, four members of the putative class moved for appointment as lead plaintiff in the action pursuant to the Private Securities Litigation Reform Act of 1995. Two of those motions were withdrawn on February 25, 2022, and two remain pending. On February 16, 2022, the court entered an order stating that defendants need not answer, or otherwise respond, until the court enters an order appointing lead plaintiff and lead counsel, after which the parties are to submit a schedule to the court governing the filing of a further amended complaint and the timing of defendants’ answer or response. On March 1, 2022, Kapil Puri filed a shareholder derivative lawsuit on behalf of the Company in the United States District Court for the Northern District of Illinois, against Dr. Giljohann and Mr. Bock, Jeffrey L. Cleland, Elizabeth Garofalo, Bosun Hau, Bali Muralidhar, Andrew Sassine, Matthias Schroff, James Sulat and Timothy Walbert, captioned Puri v. Giljohann, et al., Case No. 1:22-cv-01083. On March 8, 2022, Yixin Sim filed a similar shareholder derivative lawsuit in the same court against the same individuals, captioned Sim v. Giljohann, et al., Case No. 1:22-cv-01217. On April 25, 2022, Stourbridge Investments LLC filed a similar shareholder derivative lawsuit against the same individuals in the United States District Court for the District of Delaware, captioned Stourbridge Investments LLC v. Exicure, Inc. et al., Case No. 1:22-cv-00526. Based on similar factual allegations presented in the Colwell complaint, described above, the Puri, Sim, and Stourbridge complaints (collectively, the “Derivative Complaints”) allege that the defendants caused the Company to issue false and/or misleading statements in the proxy statement for its 2021 Annual Meeting of Stockholders regarding risk oversight, code of conduct, clinical program and compensation matters, among other things, in violation of federal securities law, and committed breaches of fiduciary duties. The Derivative Complaints also assert that Dr. Giljohann and Mr. Bock are liable for contribution under the federal securities laws. The Puri and Stourbridge complaints further assert state law claims for unjust enrichment, and the Puri complaint additionally asserts state law claims for abuse of control, gross mismanagement and corporate waste. The plaintiffs do not quantify any alleged damages in the Derivative Complaints, but seek restitution for damages to the Company, attorneys’ fees, costs, and expenses, as well as an order directing that certain proposals for strengthening board oversight be put to a vote of the Company’s shareholders. Northwestern University License Agreements On December 12, 2011, (1) AuraSense, LLC, the Company’s former parent, assigned to the Company all of its worldwide rights and interests under AuraSense, LLC’s 2009 license agreement with Northwestern University (“NU”) in the field of the use of nanoparticles, nanotechnology, microtechnology or nanomaterial-based constructs as therapeutics or accompanying therapeutics as a means of delivery, but expressly excluding diagnostics (the “assigned field”); (2) in accordance with the terms and conditions of this assignment, the Company assumed all liabilities and obligations of AuraSense, LLC as set forth in its license agreement in the assigned field; and (3) in order to secure this assignment and the patent rights from NU, the Company agreed (i) to pay NU an annual license fee, which may be credited against any royalties due to NU in the same year, (ii) to reimburse NU for expenses associated with the prosecution and maintenance of the license patent rights, (iii) to pay NU royalties based on any net revenue generated by the Company’s sale or transfer of any licensed product, (iv) to pay NU, in the event the Company grants a sublicense under the licensed patent rights, the greater of a percentage of all sublicensee royalties or a percentage of any net revenue generated by a sublicensee’s sale or transfer of any licensed product, and (v) to pay NU a percentage of all other sublicense payments received by the Company. In August 2015, the Company entered into a restated license agreement with NU (the “Restated License Agreement”). In February 2016, the Company obtained exclusive license as to NU’s rights in certain SNA technology it jointly owns with NU (the “Co-owned Technology License”). The Company’s license to NU’s rights is limited to the assigned field, however the Company has no such limitation as to its own rights in this jointly owned technology. The Company’s rights and obligations in the Co-owned Technology License agreement is substantially the same as in the Restated License Agreement from August 2015 (collectively referred to as “the Northwestern University License Agreements”). As of March 31, 2022, the Company has paid to NU an aggregate of $11,438 in consideration of each of the obligations described above. Leases Refer to Note 7, Leases , for a discussion of the commitments associated with the Company’s lease agreements. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party TransactionsThe Company received consulting services from, and paid fees to, one of its co-founders who is not an employee but, through April 30, 2021, served as a member of the Board. The Company recognized $25 as an expense in three months ended March 31, 2021 in connection with these consulting services in the accompanying unaudited condensed consolidated statement of operations. The consulting agreement with this co-founder and former Board member expired on September 30, 2021 under the terms of the agreement and was not renewed. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Securities Purchase Agreement On May 9, 2022, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a private placement an aggregate of 26,021,111 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $0.1937 per share (the “Private Placement”). The Private Placement is being led by CBI USA, Inc. (“CBI USA”) and includes participation by Abingworth LLP, an existing investor. The Private Placement is expected to close on or about May 19, 2022 (the “Closing Date”), subject to the satisfaction of certain customary closing conditions. The Company expects to receive aggregate gross proceeds from the Private Placement of approximately $5,000, before deducting estimated offering expenses payable by the Company. The Company expects the net proceeds from the Private Placement to be used to support the development of the advancement of its preclinical program, including the development of its SCN9A product candidate, as well as other working capital and general corporate purposes. The shares of Common Stock issued by the Company pursuant to the Securities Purchase Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent effective registration or an applicable exemption from registration requirements. The Company is relying on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Registration D, promulgated thereunder and on similar exemptions under applicable state laws. Pursuant to the Securities Purchase Agreement, in connection with the Private Placement, CBI USA will have the right to nominate a member to the Company’s board of directors (the “Board”), subject to the approval by the Board and provided such nominee qualifies as an “independent” director under Nasdaq Listing Rule 5605(a)(2), effective as of the Closing Date. CBI USA will also have the right, effective as of the Closing Date, to designate one individual to attend all meetings of the Board in a non-voting observer capacity. Registration Rights Agreement Also, on May 9, 2022, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which the Company agreed to register the resale of the Shares. Under the Registration Rights Agreement, the Company has agreed to file a registration statement covering the resale of the Shares no later than July 18, 2022 (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 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 the Investors 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 the 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 the Investors as liquidated damages in an amount equal to 0.5% of the aggregate amount invested by the Investors 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. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe accompanying unaudited condensed consolidated financial statements as of March 31, 2022 and December 31, 2021, and for the three months ended March 31, 2022 and 2021, have been presented in conformity with generally accepted accounting principles in the United States (“GAAP”). |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Exicure and its wholly owned subsidiary, Exicure Operating Company. All intercompany transactions and accounts are eliminated in consolidation. |
Use of Estimates | 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Not Yet Adopted Financial Instruments - Credit Losses In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13) . ASU 2016-13 is a new standard intended to improve reporting requirements specific to loans, receivables and other financial instruments. ASU 2016-13 requires that credit losses on financial assets measured at amortized cost be determined using an expected loss model, instead of the current incurred loss model, and requires that credit losses related to available-for-sale debt securities be recorded through an allowance for credit losses and limited to the amount by which carrying value exceeds fair value. ASU 2016-13 also requires enhanced disclosure of credit risk associated with financial assets. The effective date of ASU 2016-13 was deferred by ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)—Effective Dates to the annual period beginning after December 15, 2022 for companies that (i) meet the definition of an SEC filer and (ii) are eligible as “smaller reporting companies” as such term is defined by the SEC, with early adoption permitted. The Company is currently assessing the impact of adoption of ASU 2016-13 to its consolidated financial statements. |
Loss Per Common Share | Basic loss per common share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per common share is calculated using the treasury share method by giving effect to all potentially dilutive securities that were outstanding. Potentially dilutive options, restricted stock units and warrants to purchase common stock that were outstanding during the periods presented were excluded from the diluted loss per share calculation for the periods presented because such shares had an anti-dilutive effect due to the net loss reported in those periods. |
Collaborative Research and Li_2
Collaborative Research and License Agreements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Research and Development [Abstract] | |
Balance Of The Company's Contract Liability | The following table presents changes in the balances of the Company’s contract liabilities (in thousands): Deferred Revenue Balance at Revenue Deferred Revenue Balance at Ipsen Collaboration Agreement $ 17,691 $ (2,080) $ 15,611 AbbVie Collaboration Agreement 11,135 (485) 10,650 Total $ 28,826 $ (2,565) $ 26,261 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Balance Sheet Information [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid expenses and other current assets March 31, 2022 December 31, 2021 Prepaid clinical, contract research and manufacturing costs $ 1,175 $ 2,484 Prepaid insurance 494 763 Other 1,129 1,278 Prepaid expenses and other current assets $ 2,798 $ 4,525 |
Schedule of Other Noncurrent Assets | Other noncurrent assets March 31, 2022 December 31, 2021 Restricted cash $ 1,200 $ 9,200 Other 121 125 Other noncurrent assets $ 1,321 $ 9,325 |
Property and Equipment, Net | Property and equipment, net March 31, 2022 December 31, 2021 Scientific equipment $ 6,481 $ 6,471 Computers and software 60 60 Furniture and fixtures 30 30 Construction in process 7 33 Property and equipment, gross 6,578 6,594 Less: accumulated depreciation (2,966) (2,667) Property and equipment, net $ 3,612 $ 3,927 |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities March 31, 2022 December 31, 2021 Accrued clinical, contract research and manufacturing costs $ 1,171 $ 3,689 Accrued restructuring costs 603 1,191 Lease liability, current 479 459 Accrued other expenses 974 1,125 Accrued expenses and other current liabilities $ 3,227 $ 6,464 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investments [Abstract] | |
Investments | The following table summarizes the contract maturity of the available-for-sale securities the Company held as of March 31, 2022: One year or less 100 % After one year but within two years — % Total 100 % |
Debt Securities, Available-for-sale | The amortized cost, gross unrealized holding gains, gross unrealized holding losses and fair value of cash equivalents and available-for-sale securities by type of security at March 31, 2022 and December 31, 2021 were as follows: March 31, 2022 Amortized Costs Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Commercial paper $ 2,499 $ — $ (5) $ 2,494 December 31, 2021 Amortized Costs Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Commercial paper $ 10,498 $ — $ (2) $ 10,496 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Costs | The following table summarizes lease costs in the Company’s unaudited condensed consolidated statement of operations: Three Months Ended 2022 2021 Operating lease costs $ 326 $ 327 Variable lease costs 341 377 Short term lease costs 13 31 Total lease costs $ 680 $ 735 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table presents changes in the accrued restructuring liability balance for the periods presented (in thousands): Accrued Restructuring Liability Balance at December 31, 2021 $ 1,191 Payments (582) Adjustments (non-cash) (6) Balance at March 31, 2022 $ 603 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in each component of accumulated other comprehensive loss, net of tax, for 2022: Unrealized losses on short-term investments Total Balance at December 31, 2021 $ (2) $ (2) Other comprehensive loss before reclassifications (3) (3) Net current period other comprehensive income (3) (3) Balance at March 31, 2022 $ (5) $ (5) The following table summarizes the changes in each component of accumulated other comprehensive income (loss), net of tax, for 2021: Unrealized gains (losses) on short-term investments Total Balance at December 31, 2020 $ 83 $ 83 Other comprehensive loss before reclassifications (51) (51) Net current period other comprehensive loss (51) (51) Balance at March 31, 2021 $ 32 $ 32 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation Expense Classification in Statement of Operations | Equity-based compensation expense is classified in the statements of operations as follows: Three Months Ended 2022 2021 Research and development expense $ 160 $ 257 General and administrative expense 182 260 $ 342 $ 517 |
Assumptions Used to Determine Fair Value of Common Stock Option Grants | The following table presents the assumptions used in the Black-Scholes option-pricing model for stock options granted during the three months ended March 31, 2021; there were no stock options granted during the three months ended March 31, 2022: Three Months Ended 2021 Expected term 5.0 to 6.1 years Risk-free interest rate 0.36% to 1.12%; weighted avg. 0.92% Expected volatility 82.4% to 83.6%; weighted avg. 82.7% Forfeiture rate 5 % Expected dividend yield — % The fair value of the underlying common stock and the exercise price for the common stock options granted during the three months ended March 31, 2021 are summarized in the table below; there were no stock options granted during the three months ended March 31, 2022: Common Stock Options Granted During Period Ended: Fair Value of Underlying Common Stock Exercise Price of Common Stock Option Three months ended March 31, 2021 $1.82 to $2.57; weighted avg. $2.23 $1.82 to $2.57; weighted avg. $2.23 |
Common Stock Option Activity | A summary of common stock option activity as of the periods indicated is as follows: Options Weighted-Average Exercise Price (1) Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (thousands) Outstanding - December 31, 2021 9,944,773 $ 2.06 7.0 $ — Forfeited (2,976,634) 1.83 Outstanding - March 31, 2022 6,968,139 $ 2.16 4.3 $ — Exercisable - March 31, 2022 5,406,499 $ 2.17 3.1 $ — Vested and Expected to Vest - 6,869,689 $ 2.16 4.3 $ — (1) On March 24, 2022, the Company’s Board of Directors unanimously approved the repricing of all outstanding and unexercised stock options granted under our 2015 Equity Incentive Plan and 2017 Equity Incentive Plan and held by its current employees, executive officers, and directors. Effective April 1, 2022, the exercise price of the eligible stock options was reduced to $0.1836, the closing price of our common stock on April 1, 2022. See below section titled “Repricing of Outstanding and Unexercised Options” for more information. |
Restricted Stock Unit Awards Activity | A summary of restricted stock unit activity of the periods indicated is as follows: Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested balance - December 31, 2021 303,250 $ 1.67 Vested (14,875) 1.90 Unvested balance - March 31, 2022 288,375 $ 1.66 |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computation of loss per common share | The following is the computation of loss per common share for the three months ended March 31, 2022 and 2021: Three Months Ended 2022 2021 Net loss $ (8,348) $ (12,477) Weighted-average basic and diluted common shares outstanding 120,939,957 87,852,378 Loss per share - basic and diluted $ (0.07) $ (0.14) |
Antidilutive Securities | The outstanding securities presented below were excluded from the calculation of loss per common share, for the periods presented, because such securities would have been anti-dilutive due to the Company’s loss per share during that period: As of March 31, 2022 2021 Options to purchase common stock 6,968,139 7,433,436 Restricted stock units 288,375 250,146 Warrants to purchase common stock 17,288,034 — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Assets measured at fair value on a recurring basis as of March 31, 2022 are as follows: Total Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 7,541 $ 7,541 $ — $ — Commercial paper 1,500 — 1,500 — Short-term investments: Commercial paper 2,494 — 2,494 — Total financial assets $ 11,535 $ 7,541 $ 3,994 $ — Assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 are as follows: Total Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 21,125 $ 21,125 $ — $ — Commercial paper 5,999 — 5,999 — Short-term investments: Commercial paper 4,497 — 4,497 — Total financial assets $ 31,621 $ 21,125 $ 10,496 $ — |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) ft² in Thousands, $ in Thousands | Mar. 31, 2022USD ($)ft² |
Accounting Policies [Abstract] | |
Facility size (in square feet) | ft² | 30 |
Accumulated deficit generated, since inception | $ 197,252 |
Cash, cash equivalents, short-term investments, and restricted cash | $ 27,584 |
Collaborative Research and Li_3
Collaborative Research and License Agreements (Details) $ in Thousands | Jul. 30, 2021agreement | Nov. 13, 2019agreement | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Deferred revenue | $ 26,261 | $ 28,826 | |||
Deferred revenue, current | 16,216 | 17,317 | |||
Deferred revenue, noncurrent | 10,045 | 11,509 | |||
Ipsen Collaboration Agreement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Deferred revenue | 15,611 | 17,691 | |||
AbbVie Collaboration Agreement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Deferred revenue | 10,650 | $ 11,135 | |||
Collaboration Arrangement | Ipsen Collaboration Agreement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of collaboration programs | agreement | 2 | ||||
Collaboration revenue | 2,080 | ||||
Deferred revenue | 15,611 | ||||
Deferred revenue, current | 6,521 | ||||
Deferred revenue, noncurrent | $ 9,090 | ||||
Collaboration Arrangement | Ipsen Collaboration Agreement | Minimum | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Estimated timing of revenue recognition | 32 months | ||||
Collaboration Arrangement | Ipsen Collaboration Agreement | Maximum | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Estimated timing of revenue recognition | 40 months | ||||
Collaboration Arrangement | AbbVie Collaboration Agreement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of collaboration programs | agreement | 2 | ||||
Collaboration revenue | $ 485 | $ 997 | |||
Deferred revenue | 10,650 | ||||
Deferred revenue, current | 9,695 | ||||
Deferred revenue, noncurrent | $ 955 | ||||
Collaboration Arrangement | AbbVie Collaboration Agreement | Minimum | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Estimated timing of revenue recognition | 21 months | ||||
Collaboration Arrangement | AbbVie Collaboration Agreement | Maximum | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Estimated timing of revenue recognition | 24 months |
Collaborative Research and Li_4
Collaborative Research and License Agreements - Other Current Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Movement in Deferred Revenue [Roll Forward] | |
Deferred Revenue Balance at December 31, 2021 | $ 28,826 |
Revenue Recognized | (2,565) |
Deferred Revenue Balance at March 31, 2022 | 26,261 |
Ipsen Collaboration Agreement | |
Movement in Deferred Revenue [Roll Forward] | |
Deferred Revenue Balance at December 31, 2021 | 17,691 |
Revenue Recognized | (2,080) |
Deferred Revenue Balance at March 31, 2022 | 15,611 |
AbbVie Collaboration Agreement | |
Movement in Deferred Revenue [Roll Forward] | |
Deferred Revenue Balance at December 31, 2021 | 11,135 |
Revenue Recognized | (485) |
Deferred Revenue Balance at March 31, 2022 | $ 10,650 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Supplemental Balance Sheet Information [Abstract] | ||
Prepaid clinical, contract research and manufacturing costs | $ 1,175 | $ 2,484 |
Prepaid insurance | 494 | 763 |
Other | 1,129 | 1,278 |
Prepaid expenses and other current assets | $ 2,798 | $ 4,525 |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Other noncurrent assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Supplemental Balance Sheet Information [Abstract] | ||
Restricted cash | $ 1,200 | $ 9,200 |
Other | 121 | 125 |
Other noncurrent assets | $ 1,321 | $ 9,325 |
Supplemental Balance Sheet In_5
Supplemental Balance Sheet Information - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 6,578 | $ 6,594 | |
Less: accumulated depreciation | (2,966) | (2,667) | |
Property and equipment, net | 3,612 | 3,927 | |
Depreciation and amortization | 302 | $ 263 | |
Scientific equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 6,481 | 6,471 | |
Computers and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 60 | 60 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 30 | 30 | |
Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 7 | $ 33 |
Supplemental Balance Sheet In_6
Supplemental Balance Sheet Information - Accrued Expense and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Supplemental Balance Sheet Information [Abstract] | ||
Accrued clinical, contract research and manufacturing costs | $ 1,171 | $ 3,689 |
Accrued restructuring costs | 603 | 1,191 |
Lease liability, current | 479 | 459 |
Accrued other expenses | 974 | 1,125 |
Accrued expenses and other current liabilities | $ 3,227 | $ 6,464 |
Investments (Details)
Investments (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Investments [Abstract] | |
One year or less | 100.00% |
After one year but within two years | 0.00% |
Total | 100.00% |
Investments - Available-for-sal
Investments - Available-for-sale Securities (Details) - Commercial paper - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Costs | $ 2,499 | $ 10,498 |
Gross Unrealized Holding Gains | 0 | 0 |
Gross Unrealized Holding Losses | (5) | (2) |
Fair Value | $ 2,494 | $ 10,496 |
Debt - Narrative (Details)
Debt - Narrative (Details) - MidCap Credit Agreement - USD ($) $ in Thousands | Mar. 15, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Debt Instrument [Line Items] | |||
Payment for debt extinguishment | $ 506 | ||
Interest paid on debt | $ 194 | $ 339 | |
Secured Debt | |||
Debt Instrument [Line Items] | |||
Repayments of debt | $ 7,500 |
Leases - Narrative (Details)
Leases - Narrative (Details) ft² in Thousands, $ in Thousands | Jul. 01, 2020USD ($)ft²extensionPeriod | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) |
Lessee, Lease, Description [Line Items] | |||
Operating lease, cash payments | $ 872 | $ 647 | |
Chicago | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease area | ft² | 30 | ||
Operating lease, contract term | 10 years | ||
Operating lease, number of extensions | extensionPeriod | 2 | ||
Operating lease, renewal term | 5 years | ||
Operating lease, annual rent payment | $ 1,113 | ||
Operating lease, base rent annual percentage increase | 3.00% | ||
Operating lease, estimated rental payment over lease term | $ 12,761 |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Operating lease costs | $ 326 | $ 327 |
Variable lease costs | 341 | 377 |
Short term lease costs | 13 | 31 |
Total lease costs | $ 680 | $ 735 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Restructuring and Related Activities [Abstract] | ||
Accrued restructuring costs | $ 603 | $ 1,191 |
Restructuring - Accrued Restruc
Restructuring - Accrued Restructuring Liability (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Restructuring Reserve [Roll Forward] | |
Accrued restructuring liability, beginning balance | $ 1,191 |
Payments | (582) |
Adjustments (non-cash) | (6) |
Accrued restructuring liability, ending balance | $ 603 |
Stockholders' Equity - Current
Stockholders' Equity - Current Capitalization (Details) | Mar. 31, 2022votePerShare$ / sharesshares | Dec. 31, 2021$ / sharesshares |
Equity [Abstract] | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (in shares) | 122,792,877 | 108,783,144 |
Common stock, shares outstanding (in shares) | 122,792,877 | 108,783,144 |
Common stock, voting rights for each share | votePerShare | 1 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 21, 2022 | Jan. 04, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Class of Warrant or Right [Line Items] | ||||
Proceeds from warrant exercises | $ 14 | $ 0 | ||
Number of shares called by warrants (in shares) | 17,288,034 | |||
Exercise price (in dollars per share) | $ 0.2701 | |||
Pre-Funded Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants exercised (in shares) | 6,500,000 | 7,500,000 | ||
Shares issued for exercise of warrants (in shares) | 14,000,000 | |||
Proceeds from warrant exercises | $ 14 |
Stockholders' Equity - Accumula
Stockholders' Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 11,232 | $ 61,506 |
Other comprehensive loss before reclassifications | (3) | (51) |
Other comprehensive loss | (3) | (51) |
Ending balance | 3,236 | 50,041 |
Unrealized gains (losses) on short-term investments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (2) | 83 |
Other comprehensive loss before reclassifications | (3) | (51) |
Other comprehensive loss | (3) | (51) |
Ending balance | (5) | 32 |
AOCI Attributable to Parent | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (2) | 83 |
Other comprehensive loss | (3) | (51) |
Ending balance | $ (5) | $ 32 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
May 31, 2021 | Sep. 30, 2017 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Apr. 01, 2022 | Mar. 24, 2022 | Jan. 01, 2022 | Sep. 22, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 0 | ||||||||
Compensation cost not yet recognized | $ 2,475 | ||||||||
Compensation expense recognition period | 2 years 6 months | ||||||||
Weighted-average grant date fair value (in dollars per share) | $ 1.54 | ||||||||
Aggregate intrinsic value, stock options, exercised | $ 200 | ||||||||
Options outstanding (in shares) | 6,968,139 | 9,944,773 | 6,996,741 | ||||||
Subsequent Event | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock option, exercise price (in dollars per share) | $ 0.1836 | ||||||||
Chief Financial Officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 600,000 | ||||||||
Chief Financial Officer | Elias Papadimas | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options outstanding (in shares) | 375,417 | ||||||||
Chief Executive Officer | Matthias Schroff | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options outstanding (in shares) | 881,200 | ||||||||
Board of Directors | Jeffrey Cleland | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options outstanding (in shares) | 115,079 | ||||||||
Board of Directors | Elizabeth Garofalo | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options outstanding (in shares) | 150,000 | ||||||||
Board of Directors | Bali Muralidhar | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options outstanding (in shares) | 115,079 | ||||||||
Board of Directors | James Sulat | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options outstanding (in shares) | 93,386 | ||||||||
Exicure, Inc. 2017 Equity Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized (in shares) | 5,842,525 | ||||||||
Number of shares available for grant (in shares) | 10,886,143 | 2,169,905 | |||||||
Number of additional shares authorized, potential maximum additional shares (in shares) | 4,600,000 | ||||||||
Number of additional shares authorized, percentage of common stock outstanding | 5.00% | ||||||||
Exicure OpCo 2015 Equity Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares available for grant (in shares) | 3,683,817 | ||||||||
Options to purchase common stock | Exicure, Inc. 2017 Equity Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares available for grant (in shares) | 4,600,000 | ||||||||
Expiration period | 10 years | ||||||||
Initial Employee Stock Option | Exicure, Inc. 2017 Equity Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 48 months | ||||||||
Initial Employee Stock Option | Exicure, Inc. 2017 Equity Incentive Plan | Share-based Payment Arrangement, Tranche One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentage | 25.00% | ||||||||
Initial Employee Stock Option | Exicure, Inc. 2017 Equity Incentive Plan | Non-employee Director | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 36 months | ||||||||
Subsequent Employee Stock Option | Exicure, Inc. 2017 Equity Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 48 months | ||||||||
Subsequent Employee Stock Option | Exicure, Inc. 2017 Equity Incentive Plan | Non-employee Director | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 12 months | ||||||||
Employee Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares available for grant (in shares) | 1,314,666 | ||||||||
Maximum ESPP contribution rate as a percentage of compensation | 15.00% | ||||||||
Maximum number of shares per employee in purchase period (in shares) | 7,500 | ||||||||
Maximum contribution amount | $ 25 | ||||||||
ESPP purchase price as a percentage of market price | 85.00% | ||||||||
Offering period duration | 6 months | ||||||||
Number of additional shares allowable annually under the plan (in shares) | 300,000 | ||||||||
Percentage of outstanding shares allowable as annual increase | 0.30% | ||||||||
Increase in number of shares available for grant (in shares) | 300,000 | ||||||||
Restricted stock units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Number of shares issued for each vested restricted stock unit (in shares) | 1 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 342 | $ 517 |
Research and development expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 160 | 257 |
General and administrative expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 182 | $ 260 |
Equity-Based Compensation - Ass
Equity-Based Compensation - Assumptions Used for Fair Value Measurement (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate, minimum | 0.36% |
Risk-free interest rate, maximum | 1.12% |
Expected volatility, minimum | 82.40% |
Expected volatility, maximum | 83.60% |
Expected volatility | 82.70% |
Forfeiture rate | 5.00% |
Expected dividend yield | 0.00% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term | 5 years |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term | 6 years 1 month 6 days |
Weighted Average | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.92% |
Equity-Based Compensation - Fai
Equity-Based Compensation - Fair Value of Underlying Common Stock and Exercise Price of Stock Options (Details) | Mar. 31, 2021$ / shares |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value of underlying common stock (dollars per share) | $ 1.82 |
Exercise price of common stock option (dollars per share) | 1.82 |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value of underlying common stock (dollars per share) | 2.57 |
Exercise price of common stock option (dollars per share) | 2.57 |
Weighted Average | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value of underlying common stock (dollars per share) | 2.23 |
Exercise price of common stock option (dollars per share) | $ 2.23 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Schedule of Stock Options Rollforward (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Options | ||
Outstanding beginning balance (in shares) | 9,944,773 | |
Forfeited (in shares) | (2,976,634) | |
Outstanding ending balance (in shares) | 6,968,139 | 9,944,773 |
Exercisable (in shares) | 5,406,499 | |
Vested and expected to vest (in shares) | 6,869,689 | |
Weighted-Average Exercise Price | ||
Outstanding beginning balance (in dollars per share) | $ 2.06 | |
Forfeited (in dollars per share) | 1.83 | |
Outstanding ending balance (in dollars per share) | 2.16 | $ 2.06 |
Exercisable, weighted-average exercise price (in dollars per share) | 2.17 | |
Vested and expected to vest, weighted-average exercise price (in dollars per share) | $ 2.16 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted-Average Remaining Contractual Term (years) | 4 years 3 months 18 days | 7 years |
Aggregate Intrinsic Value (thousands) | $ 0 | $ 0 |
Exercisable, weighted-average remaining contractual term | 3 years 1 month 6 days | |
Exercisable, aggregate intrinsic value | $ 0 | |
Weighted-Average Remaining Contractual Term (years) | 4 years 3 months 18 days | |
Aggregate Intrinsic Value (thousands) | $ 0 |
Equity-Based Compensation - RSU
Equity-Based Compensation - RSU Activity (Details) - Restricted stock units | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Restricted Stock Units | |
Unvested balance - beginning of period (in shares) | shares | 303,250 |
Vested (in shares) | shares | (14,875) |
Unvested balance - end of period (in shares) | shares | 288,375 |
Weighted-Average Grant Date Fair Value | |
Unvested balance - beginning of period (in dollars per share) | $ / shares | $ 1.67 |
Vested (in dollars per share) | $ / shares | 1.90 |
Unvested balance - end of period (in dollars per share) | $ / shares | $ 1.66 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 0 | $ 0 |
Effective tax rate | 0.00% | 0.00% |
Loss Per Common Share - Computa
Loss Per Common Share - Computation of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (8,348) | $ (12,477) |
Weighted-average basic common shares outstanding (in shares) | 120,939,957 | 87,852,378 |
Weighted-average diluted common shares outstanding (in shares) | 120,939,957 | 87,852,378 |
(Loss) earnings per basic common share (USD per share) | $ (0.07) | $ (0.14) |
(Loss) earnings per diluted common share (USD per share) | $ (0.07) | $ (0.14) |
Loss Per Common Share - Antidil
Loss Per Common Share - Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares excluded from computation of weighted-average diluted common shares outstanding (in shares) | 6,968,139 | 7,433,436 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares excluded from computation of weighted-average diluted common shares outstanding (in shares) | 288,375 | 250,146 |
Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares excluded from computation of weighted-average diluted common shares outstanding (in shares) | 17,288,034 | 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 11,535 | $ 31,621 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 7,541 | 21,125 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 3,994 | 10,496 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 0 | 0 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 2,494 | 4,497 |
Commercial paper | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | 0 |
Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 2,494 | 4,497 |
Commercial paper | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | 0 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 7,541 | 21,125 |
Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 7,541 | 21,125 |
Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 0 |
Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 0 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 1,500 | 5,999 |
Commercial paper | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 0 |
Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 1,500 | 5,999 |
Commercial paper | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | $ 0 | $ 0 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Thousands | Mar. 31, 2022USD ($) | Feb. 25, 2022plaintiff | Feb. 11, 2022plaintiff |
Commitments and Contingencies Disclosure [Abstract] | |||
Number of plaintiffs requesting appointment as lead plaintiff | 2 | 4 | |
Number of plaintiffs that withdrew request for appointment as lead plaintiff | 2 | ||
Aggregate consideration paid to NU for agreement obligations | $ | $ 11,438 |
Related-Party Transactions (Det
Related-Party Transactions (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Board of Directors | Consulting services | |
Related Party Transaction [Line Items] | |
Expenses from transactions with related party | $ 25 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | May 19, 2022 | May 09, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Forecast | Private Placement | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued in transaction (in shares) | 26,021,111 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Sales price of shares issued in transaction (in dollars per share) | $ 0.1937 | |||
Consideration for stock transaction | $ 5,000 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Registration rights agreement, term | 2 years | |||
Registration rights agreement, required filing term | 90 days | |||
Registration rights agreement, liquidation damages payable as a percent of amount invested, if filed late | 0.50% | |||
Registration rights agreement, liquidation damages payable if filed late, measurement term | 30 days |