SC 13D/A

Number of

Shares Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

818,299

Shared Voting Power

0

Sole Dispositive Power

818,299

Shared Dispositive Power

0

0001193125-24-174435.txt : 20240702 0001193125-24-174435.hdr.sgml : 20240702 20240702181055 ACCESSION NUMBER: 0001193125-24-174435 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20240702 DATE AS OF CHANGE: 20240702 GROUP MEMBERS: DGP CO., LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXICURE, INC. CENTRAL INDEX KEY: 0001698530 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 815333008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90023 FILM NUMBER: 241097510 BUSINESS ADDRESS: STREET 1: 2430 N. HALSTED ST. CITY: CHICAGO STATE: IL ZIP: 60614 BUSINESS PHONE: 847-673-1700 MAIL ADDRESS: STREET 1: 2430 N. HALSTED ST. CITY: CHICAGO STATE: IL ZIP: 60614 FORMER COMPANY: FORMER CONFORMED NAME: Max-1 Acquisition Corp DATE OF NAME CHANGE: 20170221 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CBI USA, Inc. CENTRAL INDEX KEY: 0001930189 ORGANIZATION NAME: IRS NUMBER: 863703094 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3000 WESTERN AVENUE STREET 2: SUITE 400 CITY: SEATTLE STATE: WA ZIP: 98121 BUSINESS PHONE: 425-220-2542 MAIL ADDRESS: STREET 1: 3000 WESTERN AVENUE STREET 2: SUITE 400 CITY: SEATTLE STATE: WA ZIP: 98121 SC 13D/A 1 d842225dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

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)

June 28, 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

(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

(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. 12 (“Amendment No. 12”), 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”), and Amendment No. 11 thereto filed with the SEC on March 4, 2024 (“Amendment No. 11”), the “Schedule 13D”) by CBI USA, and, with respect to Amendment No. 9, Amendment No. 10, and Amendment No. 11, DGP, with respect to the Common Stock, par value $0.0001 per share, of Exicure, Inc. (“Exicure” or the “Company”). This Amendment No. 12 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 June 28, 2024, DGP and OverdigmK entered into an amendment of the DGP Sale Agreement, 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 July 31, 2024.

On June 20, 2024, the Reporting Persons entered into an amendment of the Loan Agreement, a translated copy of which is attached hereto as an Exhibit, pursuant to which the outside date for the settlement of the Stock Loan was extended to December 31, 2024.

Item 7. Material to be Filed as Exhibits.

Item 7 is supplemented by adding the following exhibits:


Exhibit No.		Name

1.		Amendment to Stock Purchase Agreement between DGP and OverdigmK*

2.		Amendment to Stock Loan Agreement between the Reporting Persons*

*	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: July 2, 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

EX-99.1 2 d842225dex991.htm EX-99.1 EX-99.1

Exhibit 1

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”)

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

(1)	Pursuant to Article 3, paragraph 3, the deadline for the payment of the Balance Payment is extended to July 31, 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.

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

2024. 06. 28.


(“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)

EX-99.2 3 d842225dex992.htm EX-99.2 EX-99.2

Exhibit 2

Amendment

CBI USA, INC. (“CBI USA”) and DGP CO., LTD. (“DGP”) have entered into this Amendment (this “Amendment”) to amend the Stock Loan Agreement dated February 29, 2024 (the “Original Agreement”) and agree as follows:

- A G R E E M E N T -

1.	Lender : CBI USA

2.	Borrower : DGP

2.	Shares : 340,000 shares of common stock of EXICURE, INC. (“XCUR”) owned by CBI USA

3.	Interest Rate : 4.6 % per annum

(The interest shall be calculated based on the closing price of XCUR shares on the business day before the date of the Original Agreement, U.S. local time.)

4.	Extended Maturity : December 31, 2024

5.	Covenant :

Borrower shall remit all interest payments incurred up to June 30, 2024 to the account designated by Lender.

If for any reason the Shares borrowed by Borrower becomes defective and cannot be returned to Lender in the original condition, Borrower shall be liable for all damages.

Any matters not specified in this Amendment shall be governed by the Original Agreement.

In witness whereof, this Amendment is made in duplicate, signed and stamped by CBI USA and DGP, with a copy to each party.

2024. 06. 20

(Remainder of page intentionally left blank; signature page follows)


Lender : CBI USA

Company Name	:	CBI USA, INC.

Registration No.	:	86-3703094

Address	:	c/o Baker & Hostetler LLP, One North Wacker Drive, Suite 3700, Chicago, IL, 60606, USA

Signed By	:	Kyungwon Oh, CEO

Borrower : DGP

Company Name	:	DGP CO., LTD.

Registration No.	:	220-81-43198

Address	:	23, Geurintekeu-ro, Yeonggwang-eup, Yeonggwang-gun, Jeollanam-do, Republic of Korea 57024

Signed By	:	Kyungwon Oh, CEO (DGP corporate seal)