Shares of Exicure, Inc. (NASDAQ: XCUR) are witnessing remarkable growth, climbing 11.18% pre-market to $20.55 following a 69.24% surge in the previous trading session, which closed at $18.38. The spike in XCUR stock price is attributed to pivotal equity transactions and operational shifts that signal a transformative phase for the biotechnology company.
Equity Transaction with HiTron Systems Inc.
On November 12, 2024, Exicure finalized an agreement with HiTron Systems Inc. to sell 433,333 common shares at $3.00 per share, raising $1.3 million. This transaction, executed without requiring stockholder approval, granted HiTron approximately 16.6% ownership of outstanding XCUR common stock. Additionally, HiTron gained the right to appoint two board directors and designated its CEO as its chief restructuring officer, underscoring its strategic influence in the company.
Proposed Majority Stake Acquisition
Exicure continued negotiations with HiTron for a larger investment, culminating in a November 13, 2024, agreement to issue 2.9 million additional shares for $8.7 million. This proposal, contingent on stockholder approval at a special meeting, would result in HiTron owning a 61% majority stake in XCUR, effectively altering control of the company under Nasdaq regulations. Proceeds from this deal are earmarked for corporate purposes and business development.
Transition from Research to Strategic Realignment
Exicure’s evolution reflects a departure from its traditional focus on nucleic acid therapies. Since halting preclinical and R&D activities in September 2022, the company has prioritized maximizing shareholder value through strategic alternatives. The proposed agreement with HiTron represents a significant pivot in this effort, offering both capital infusion and leadership restructuring.
Regulatory and Operational Framework
The purchase agreement includes standard representations and closing conditions, such as stockholder approval, compliance with Nasdaq guidelines, and indemnification provisions. A concurrent registration rights agreement obliges XCUR to file a registration statement for HiTron’s shares within 60 days post-closing.
Additional covenants ensure a 90-day lock-up period and continuation of director and officer insurance policies. If approved, this strategic partnership marks a critical milestone for Exicure, as it seeks to redefine its operational trajectory and unlock new opportunities under HiTron’s majority ownership.
