SEC Comment Letter for EXICURE, INC. (XCUR) (CIK 0001698530) (XCUR) — Oct 25, 2017
EXICURE, INC. (XCUR) (CIK 0001698530)
Date: Oct. 25, 2017 · CIK: 0001698530 · Accession: 0000000000-17-037692
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File numbers found in text: 000-55764
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October 24, 2017 David Giljohann Chief Executive Officer Exicure, Inc. 8045 Lamon Avenue Suite 410 Skokie, IL 60077 Re:Exicure, Inc. Current Report on Form 8-K Filed October 2, 2017 File No. 000-55764 Dear Dr. Giljohann: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 8-K Filed October 2, 2017 Item 2.01 Completion of Acquisition or Disposition of Assets Description of Business Overview, page 13 1.Please revise here and elsewhere throughout the filing the discussion of your Purdue Collaboration to narrow the "single to low double digit royalties" to a range that does not exceed 10 percentage points.
FirstName LastNameDavid Giljohann Comapany NameExicure, Inc. June 16, 2017 Page 2 FirstName LastName David Giljohann Exicure, Inc. October 24, 2017 Page 2 Our Research and Development Programs, page 21 2.Please remove the references to the therapeutic candidates in the research stage of development from your table depicting your development pipeline. Research and discovery activities that precede the identification of a product candidate are too remote to be highlighted in the pipeline table. 3.Please include a column for Phase 3 in your product pipeline table. Item 9.01 Financial Statements and Exhibits, page 154 4.We note your disclosure that you entered into agreements with Northwestern University and Purdue Pharma L.P. Please file these agreements as exhibits or tell us why you do not believe you are required to do so. Exhibit 99.2 Exicure Inc. Notes to Unaudited Interim Financial Statements Purdue Collaboration, page 11 5.You indicate the Company is eligible to receive $770 million upon successful completion of certain research, regulatory and commercial sales milestones under the collaboration agreement with Purdue. Please revise to separately describe and quantify each of these milestones. Refer to ASC 605-28-50-2b. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Christine Torney at 202-551-3652 or Sharon Blume at 202-551-3474 if you have questions regarding comments on the financial statements and related matters. Please contact Jeffrey Gabor at 202-551-2544 or Suzanne Hayes at 202-551-3675 with any other questions. Division of Corporation Finance Office of Healthcare & Insurance cc: Sam Zucker
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October 24, 2017
David Giljohann
Chief Executive Officer
Exicure, Inc.
8045 Lamon Avenue
Suite 410
Skokie, IL 60077
Re:Exicure, Inc.
Current Report on Form 8-K
Filed October 2, 2017
File No. 000-55764
Dear Dr. Giljohann:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 8-K Filed October 2, 2017
Item 2.01 Completion of Acquisition or Disposition of Assets
Description of Business
Overview, page 13
1.Please revise here and elsewhere throughout the filing the discussion of your Purdue
Collaboration to narrow the "single to low double digit royalties" to a range that does not
exceed 10 percentage points.
FirstName LastNameDavid Giljohann
Comapany NameExicure, Inc.
June 16, 2017 Page 2
FirstName LastName
David Giljohann
Exicure, Inc.
October 24, 2017
Page 2
Our Research and Development Programs, page 21
2.Please remove the references to the therapeutic candidates in the research stage of
development from your table depicting your development pipeline. Research and
discovery activities that precede the identification of a product candidate are too remote
to be highlighted in the pipeline table.
3.Please include a column for Phase 3 in your product pipeline table.
Item 9.01 Financial Statements and Exhibits, page 154
4.We note your disclosure that you entered into agreements with Northwestern University
and Purdue Pharma L.P. Please file these agreements as exhibits or tell us why you do
not believe you are required to do so.
Exhibit 99.2
Exicure Inc.
Notes to Unaudited Interim Financial Statements
Purdue Collaboration, page 11
5.You indicate the Company is eligible to receive $770 million upon successful completion
of certain research, regulatory and commercial sales milestones under the collaboration
agreement with Purdue. Please revise to separately describe and quantify each of these
milestones. Refer to ASC 605-28-50-2b.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Christine Torney at 202-551-3652 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jeffrey Gabor at 202-551-2544 or Suzanne Hayes at 202-551-3675 with any other
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Sam Zucker