Exicure, Inc. filed a definitive proxy statement (DEF 14A) on November 12, 2026, calling stockholders to a 2026 Annual and Special Meeting to be held virtually on December 2, 2026, at 5:00 p.m. Central Time, with six proposals on the ballot including a request to double the company's authorized common share count.

Key Highlights

  • Meeting date and format: The 2026 Annual and Special Meeting will be held December 2, 2026, at 5:00 p.m. Central Time, in a virtual-only, live audio-only webcast format.
  • Record date: Only stockholders of record as of the close of business on November 3, 2026, are entitled to vote.
  • Authorized share increase proposed: Proposal 5 would amend the company's charter to increase authorized common shares from 200,000,000 to 400,000,000, with a corresponding change to total authorized capital stock.
  • Nasdaq compliance vote: Proposal 3 seeks stockholder approval, under Nasdaq Listing Rule 5635(d), to issue more than 20% of issued and outstanding common stock in one or more future private financing transactions.
  • New equity plan: Proposal 4 asks stockholders to adopt a 2026 omnibus equity incentive plan.
  • Director election: Two Class III director nominees are standing for election to serve until the 2029 Annual Meeting of Stockholders.
  • Auditor ratification: The Audit Committee has selected CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

Exicure Puts Capital Structure and Financing Flexibility Before Stockholders

According to the filing, Exicure, Inc. (NASDAQ:XCUR), a Delaware corporation headquartered at 103 Foulk Road, Suite 202, Wilmington, DE 19803, is soliciting proxies from its stockholders ahead of its 2026 Annual and Special Meeting. The proxy materials were first distributed to stockholders on or about November 12, 2026, with Jung Soo Kim, the company's Chief Executive Officer and President, signing the notice on that same date.

Among the six proposals before stockholders, two directly address Exicure's capital structure. Proposal 5 would amend the company's charter to double authorized common shares from 200,000,000 to 400,000,000, along with a corresponding adjustment to the total number of authorized shares of capital stock. Separately, Proposal 3 seeks stockholder approval specifically required by Nasdaq Listing Rule 5635(d) to permit the issuance of more than 20% of the company's issued and outstanding common stock, or securities exercisable for such shares, in connection with one or more future private financing transactions. The filing does not specify the terms or counterparties of any such transactions.

Beyond the capital-related proposals, the meeting agenda includes the election of two Class III director nominees whose terms, if elected, would run through the 2029 Annual Meeting, ratification of CBIZ CPAs P.C. as independent auditor for fiscal year ending December 31, 2026, and adoption of a new 2026 omnibus equity incentive plan. The meeting will be conducted exclusively online; advance registration was required by 5:00 p.m. Central Time on November 30, 2026, using a unique 12-digit control number printed on each stockholder's proxy card.

What Was Disclosed

Exicure filed a definitive proxy statement on November 12, 2026, for a December 2, 2026 virtual stockholder meeting. The six-proposal ballot covers director elections, auditor ratification, a Nasdaq-required financing vote, a new equity plan, and a proposed doubling of authorized common shares to 400,000,000.