UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)

 

 

EXICURE, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

30205M200

(CUSIP Number)

Kyungwon Oh

Chief Executive Officer

CBI USA, Inc. and DGP Co., Ltd.

c/o Baker & Hostetler LLP

One North Wacker Drive, Suite 3700

Chicago, IL 60606-2841

Attention: Jonathan Park

(312) 416-6200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 31, 2024

(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. 30205M200

 

 1.   

 Names of Reporting Persons

 

 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

 

 818,299

    8.   

 Shared Voting Power

 

 0

    9.   

 Sole Dispositive Power

 

 818,299

   10.   

 Shared Dispositive Power

 

 0

11.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 818,299

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 9.5%(1)

14.  

 Type of Reporting Person

 

 CO

 

(1)

Percentage ownership based on 8,651,148 shares outstanding as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 10, 2024.


CUSIP No. 30205M200

 

 1.   

 Names of Reporting Persons

 

 DGP Co., Ltd.

 2.  

 Check the Appropriate Box if a Member of a Group

 (a) ☒ (b) ☐

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds (See Instructions)

 

 BK

 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

 

 Republic of Korea

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

 

    7.    

 Sole Voting Power

 

 3,060,000

    8.   

 Shared Voting Power

 

 0

    9.   

 Sole Dispositive Power

 

 3,060,000

   10.   

 Shared Dispositive Power

 

 0

11.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 3,060,000

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

 ☐

13.  

 Percent of Class Represented by Amount in Row (11)

 

 35.4%(1)

14.  

 Type of Reporting Person

 

 CO

 

(1)

Percentage ownership based on 8,651,148 shares outstanding as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 10, 2024.


SCHEDULE 13D

This Amendment No. 13 (“Amendment No. 13”), being filed jointly by CBI USA, Inc. (“CBI USA”) and DGP Co., Ltd. (“DGP”, and together with CBI USA, the “Reporting Persons”), 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”), Amendment No. 2 thereto filed with the SEC on December 5, 2022 (“Amendment No. 2”), Amendment No. 3 thereto filed with the SEC on December 19, 2022 (“Amendment No. 3”), Amendment No. 4 thereto filed with the SEC on January 23, 2023 (“Amendment No. 4”), Amendment No. 5 thereto filed with the SEC on February 13, 2023 (“Amendment No. 5”), Amendment No. 6 thereto filed with the SEC on March 3, 2023 (“Amendment No. 6”), Amendment No. 7 thereto filed with the SEC on May 1, 2023 (“Amendment No. 7”), Amendment No. 8 thereto filed with the SEC on May 17, 2023 (“Amendment No. 8”), Amendment No. 9 thereto filed with the SEC on June 28, 2023 (“Amendment No. 9”), Amendment No. 10 thereto filed with the SEC on August 8, 2023 (“Amendment No. 10”), Amendment No. 11 thereto filed with the SEC on March 4, 2024 (“Amendment No. 11”), and Amendment No. 12 thereto filed with the SEC on July 2, 2024 (“Amendment No. 12”), the “Schedule 13D”) by CBI USA, and, with respect to Amendment No. 9, Amendment No. 10, Amendment No. 11, and Amendment No. 12, DGP, with respect to the Common Stock, par value $0.0001 per share, of Exicure, Inc. (“Exicure” or the “Company”). This Amendment No. 13 amends Item 6 to the extent set forth below.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is supplemented as follows:

On July 31, 2024, DGP and OverdigmK entered into an amendment of the DGP Sale Agreement, as amended, a translated copy of which is attached hereto as an Exhibit, pursuant to which the closing date for the balance of the DGP Sale was extended to September 30, 2024.

On the same day, DGP and OverdigmK entered into an assignment and waiver agreement, a translated copy of which is attached hereto as an Exhibit, pursuant to which the parties agreed that the DGP Sale Agreement may be terminated or assigned to a third party upon DGP’s request.

Item 7. Material to be Filed as Exhibits.

Item 7 is supplemented by adding the following exhibits:

 

Exhibit No.    Name
1.    Second Amendment to Stock Purchase Agreement between DGP and OverdigmK*
2.    Assignment and Waiver Agreement*

 

*

English language provisions are a translation.


SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: August 5, 2024

 

CBI USA, INC.
By:  

/s/ Kyungwon Oh

Name: Kyungwon Oh
Title: Chief Executive Officer
DGP Co., Ltd.
By:  

/s/ Kyungwon Oh

Name: Kyungwon Oh
Title: Chief Executive Officer

Exhibit 1

Second Amendment

 

1.

Underlying Agreement : Stock Purchase Agreement (the “Original Agreement”)

 

2.

Date of Original Agreement : February 29, 2024

 

3.

Purpose of Original Agreement : Agreement to sell the shares issued by Exicure, Inc. [NASDAQ: XCUR] (the “Company”) owned by DGP Co., Ltd. (the “Seller”)

 

4.

Date of First Amendment : June 28, 2024

 

5.

Purpose of First Amendment : Extension of Original Agreement term.

DGP CO., LTD. (the “Seller”) and OVERDIGMK CO., LTD. (the “Purchaser”) agree as follows:

 

(1)

The deadline for the payment of the Balance Payment is further extended to September 30, 2024.

 

(2)

If the Balance Payment is not made pursuant to the extended deadline set forth in (1), Seller may terminate the Original Agreement with unilateral notice. Upon such termination, Purchaser shall not have any grounds to bring a claim for damages or losses in connection with the Original Agreement.

 

(3)

Prior to the extended deadline, the parties may under mutual agreement terminate or assign Purchaser’s rights to a third party.

In witness whereof, this Second Amendment is made in duplicate, signed and stamped by Seller and Purchaser, with a copy to each party.

2024. 07. 31.

 

(“Seller”)

Address

   :   

23, Geurintekeu-ro, Yeonggwang-eup,

Yeonggwang-gun, Jeollanam-do, Republic of Korea 57024

Company Name    :    DGP CO., LTD.

Signed By

   :    Kyungwon Oh, CEO (DGP corporate seal)
(“Purchaser”)      

Address

   :   

362-37, Toseong-ro, Hyangnam-eup,

Hwaseong-si, Gyeonggi-do, Republic of Korea 18624

Company Name    :    OVERDIGMK CO., LTD.

Signed by

   :    Cheolsu Kang, CEO (OverdigmK corporate seal)

Exhibit 2

Assignment and Waiver Agreement

OVERDIGMK CO., LTD. (the “Purchaser”) agrees to DGP CO., LTD. (the “Seller”) as follows:

————————————————————— A G R E E M E N T ——————————————————————-

 

(1)

Upon Seller’s request, Purchaser shall assign all of its rights and obligations from the Stock Purchase Agreement dated February 28, 2024 (the “Agreement”) to a third party or agree to terminate the Agreement as requested.

 

(2)

In the event of (1), Purchaser may request that such third-party assignee (the “New Purchaser”) to also purchase the Exicure shares that Purchaser owns. Such request to purchase shall be on the same terms as with the Seller’s terms (the “Tag-along Right”).

 

(3)

This Agreement is effective immediately upon signature.

2024. 07. 31.

 

(“Seller”)

Address

   :   

23, Geurintekeu-ro, Yeonggwang-eup,

Yeonggwang-gun, Jeollanam-do, Republic of Korea 57024

Company Name    :    DGP CO., LTD.

Signed By

   :    Kyungwon Oh, CEO (DGP corporate seal)
(“Purchaser”)      

Address

   :   

362-37, Toseong-ro, Hyangnam-eup,

Hwaseong-si, Gyeonggi-do, Republic of Korea 18624

Company Name    :    OVERDIGMK CO., LTD.

Signed by

   :    Cheolsu Kang, CEO (OverdigmK corporate seal)

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