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CBI USA calls for resignations and proposed nominations at Exicure, Inc (XCUR)

Key Summary: On September 26, 2022, the company agreed to sell 3,400,000 shares to CBI USA at $1.60 per share in a private placement, which closed in February 2023. On May 17, 2023, CBI USA, Inc. (50.4%) demanded the resignation of Jo, Ahn, and Kim, citing their failure to act in the company's and stockholders' interests, and threatened legal action. Jo resigned on August 1, 2023. On August 8, 2023, CBI USA (39.3%) reiterated its call for Ahn and Kim's resignations, intending to nominate replacements and urging the board to promptly hold the 2023 AGM, with legal actions if necessary.

Market Cap: $7 million| Exicure, Inc., an early-stage biotechnology company, develops nucleic acid therapies targeting ribonucleic acid against validated targets.  


  • On September 26, 2022, the company entered into a securities purchase agreement with CBI USA, pursuant to which the company agreed to issue and sell to CBI USA in a private placement an aggregate of 3,400,000 shares of the company’s common stock, par value $0.0001 per share, at a purchase price of $1.60 per share.

  • On February 2023, the company announced the closing of the previously-announced private placement transaction with CBI USA, Inc.

  • On May 17, 2023, CBI USA, Inc. (50.4%) sent a letter to the board proposing that each of Jo, Ahn and Kim resign due to their continuing failure to act in the interests the Company and the stockholders and be replaced by designees of CBI USA.  The letter also notified the board that CBI USA would promptly pursue all available legal options if the requested action is not taken. 

  • On August 1, 2023, Mr. Jo resigned in response to these allegations, eliminating the need for further legal action against him. Source

  • On August 8, 2023, CBI USA, Inc. (39.3%) announced its intention to persist in seeking the resignations of Messrs. Ahn and Kim. Should Mr. Ahn decline to resign, CBI USA plans to nominate a replacement for him at the upcoming 2023 AGM, following the Company's bylaws. CBI USA also urges the board to promptly conduct the 2023 AGM and is prepared to take legal actions to ensure its convening. Source

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