UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
EXICURE, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
30205M101
(CUSIP Number)
Kyungwon Oh
Chief Executive Officer
CBI USA, Inc.
3000 Western Avenue #400
Seattle, WA 98121
(425) 220-2542
With copy to:
John J. Harrington
Baker & Hostetler LLP
127 Public Square, Suite 2000
Cleveland, Ohio 44114-1214
Telephone: (216) 621-0200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 15, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box: ☐
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 30205M101
| 1. | Name of Reporting Person
CBI USA, Inc. | |||||
| 2. | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC, AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
Not Applicable | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
4,218,299 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
4,218,299 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,218,299 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
50.4%(1) | |||||
| 14. | Type of Reporting Person
CO | |||||
| (1) | Percentage ownership based on 8,364,630 shares outstanding (representing 4,964,630 shares of Common Stock outstanding as of November 11, 2022, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022, plus 3,400,000 shares of Common Stock issuable to the Reporting Person pursuant to the Securities Purchase Agreement, dated September 26, 2022 and which are included in the Reporting Person’s beneficial ownership above). |
SCHEDULE 13D
This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 1, 2022 (the “Initial Schedule 13D” and together with Amendment No. 1 thereto filed with the SEC on October 31, 2022 (“Amendment No. 1”) and Amendment No. 2 thereto filed with the SEC on December 5, 2022 (“Amendment No. 2”), the “Schedule 13D”) by CBI USA, Inc. (the “Reporting Person”) with respect to the Common Stock, par value $0.0001 per share, of Exicure, Inc. (“Exicure” or the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 shall have the meanings set forth in the Schedule 13D. This Amendment No. 3 amends Item 5 to the extent set forth below.
Item 5. Interest in Securities of the Issuer
Item 5 is amended and restated in its entirety as follows:
On September 26, 2022, the Reporting Person agreed to purchase 3,400,000 additional shares of Common Stock at a purchase price of $1.60 per share, or an aggregate of $5,440,000 from the Company pursuant to a Securities Purchase Agreement (the “Securities Purchase Agreement”). The closing of the purchase pursuant to the Securities Purchase Agreement is subject to closing conditions, including approval by the Company’s stockholders.
On December 15, 2022, the Company’s stockholders approved the purchase pursuant to the Securities Purchase Agreement. The purchase is expected to close promptly, but no later than January 20, 2023, subject to satisfaction or waiver of remaining conditions. Notwithstanding that the purchase has not closed yet, the Reporting Person may be deemed to beneficially own these 3,400,000 shares due to satisfaction of the stockholder approval condition.
As result, the Reporting Person may be deemed to beneficially own 4,218,299 shares of Common Stock representing 50.4% of the outstanding shares of Common Stock. This includes sole voting and dispositive power over 818,299 shares of Common Stock, plus 3,400,000 shares of Common Stock issuable pursuant to the Securities Purchase Agreement, which the Reporting Person will have sole voting and dispositive power over upon closing. The percentage ownership is based on 8,364,630 shares outstanding (representing 4,964,630 shares of Common Stock outstanding as of November 11, 2022, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022, plus 3,400,000 shares of Common Stock issuable to the Reporting Person pursuant to the Securities Purchase Agreement). None of the persons identified in Item 2 of the Schedule 13D is the beneficial owner of any other shares of Common Stock.
Except as set forth above, neither the Reporting Person nor other person identified in Item 2 above has effected any transactions in the Company’s Common Stock in the 60 days preceding the date hereof.
Kyungwon Oh, the Chief Executive Officer of the Reporting Person, may be deemed to have voting and investment control over the shares of Common Stock beneficially owned by the Reporting Person. No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of the Company beneficially owned by the Reporting Person as described in this Item 5.
(e) Not applicable.
.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.
Date: December 19, 2022
| CBI USA, INC. | ||
| By: | /s/ Kyungwon Oh | |
| Name: | Kyungwon Oh | |
| Title: | Chief Executive Officer | |
