aibioExicure delays first quarter report over GPCR acquisition accounting
Tickers XCUR
The company said it needs more time on the purchase price allocation for GPCR Therapeutics USA, Inc. It expects results to change significantly from the March 31, 2024 quarter.
Key facts
- Company
- Exicure, Inc. (NASDAQ: XCUR)
- News type
- Distress
- Primary source
- Exicure, Inc. NT 10-Q (2025-05-15)
What the company filed
Exicure, Inc. (Nasdaq: XCUR) said it cannot file its quarterly report on Form 10-Q for the quarter ended March 31, 2025 by the May 15, 2025 due date. The company made the disclosure on Form 12b-25, a notification of late filing. Exicure said it expects to file within the five-calendar-day grace period that Exchange Act Rule 12b-25 allows, and it says it has filed all other periodic reports required over the past 12 months.
The notice is signed by Andy Yoo, chief executive officer, and lists Redwood City, California, as the principal office.
The acquisition behind the delay
The delay traces to Exicure's acquisition of GPCR Therapeutics USA, Inc., a California company. The acquisition closed on January 19, 2025, and Exicure reported the closing in an 8-K filed January 22, 2025. The company says it still has to finish technical accounting work on the purchase price allocation, the step that assigns the price paid to the assets and liabilities acquired, and then finalize the financial statements.
The company also says results for the quarter ended March 31, 2025 will show a significant change from the same quarter of 2024. Those results will include GPCR Therapeutics USA's operations from January 19, 2025, so the company says they are not directly comparable to the prior year. The notice does not give a figure for that change.
The seller, GPCR Therapeutics Inc., is a Korean corporation. The annual report on Form 10-K for 2024 also describes the January 19, 2025 share purchase agreement with GPCR Therapeutics Inc.
A company with little left of its old business
The business behind the filing has changed sharply. The 10-K describes Exicure as an early-stage biotechnology company until September 2022, when it cut staff, suspended preclinical work and halted all research and development. It then explored strategic alternatives. In February 2024 the company received a $500,000 upfront payment from a license for patents related to a historical drug candidate. It recognized other income of $637,000 in the second quarter of 2024 from the sale of samples tied to that licensed product, and $1,500,000 in the third quarter from selling its historical biotechnology intellectual property and other assets.
The 10-K says the company no longer owns any intellectual property after the September 2024 sale to Flashpoint Therapeutics, Inc. It also says Exicure does not expect its historical assets to generate significant value for stockholders. Its remaining value depends on royalties and license fees that it describes as uncertain in amount and timing.
The money that kept the company running came from HiTron Systems Inc. HiTron agreed on November 12, 2024 to buy 433,333 shares at $3.00 a share, for $1.3 million. On November 13, 2024 it agreed to buy a further 2,900,000 shares at the same price, for $8.7 million, and that second sale closed on December 24, 2024. As of March 12, 2025, HiTron owned 53% of Exicure's outstanding common stock.
What the notice leaves open
The filing is a notice of a late report, not the report itself, and it comes from a company that has changed its business through a purchase and a change of control in the same stretch of months. The notice does not say when the accounting work will finish, and it does not name an outside accountant or advisers. It also gives no current cash balance. The company says the quarter's figures will be significantly different from a year earlier, but the notice gives no number for that change.