SecProbe.io

March 15, 2019
David Giljohann
Chief Executive Officer
Exicure, Inc.
8045 Lamon Avenue
Suite 410
Skokie, IL 60077
Re:Exicure, Inc.
Registration Statement on Form S-3
Filed March 8, 2019
File No. 333-230175
Dear Dr. Giljohann:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
Description of Capital Stock
Anti-Takeover Effects of Provisions of Our Charter Documents, page 15
1.We refer to your disclosure in the second full paragraph on page 16 that your charter
provides that the Delaware Court of Chancery will be the exclusive forum for any
derivative action.  Please disclose whether this provision applies to actions arising under
the Securities Act or Exchange Act.  In that regard, we note that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the

 FirstName LastNameDavid Giljohann
 Comapany NameExicure, Inc.
 March 15, 2019 Page 2
 FirstName LastName
David Giljohann
Exicure, Inc.
March 15, 2019
Page 2
rules and regulations thereunder.  If the provision applies to claims arising under the
Securities Act, also disclose that there is uncertainty with respect to whether a court would
enforce this provision, and that stockholders will not be deemed to have waived
your compliance with the federal securities laws and the rules and regulations thereunder.
General
2.We note that you incorporate by reference your Form 10-K for the fiscal year
ended December 31, 2018; however, the Form 10-K incorporates by reference information
from your definitive proxy statement that has not yet been filed.  Please note that we will
not be in a position to accelerate the effective date of your registration statement until you
have amended the Form 10-K to include Part III information or filed the definitive proxy
statement.  Please refer to Compliance and Disclosure Interpretations, Securities Act
Forms Question 123.01 and Regulation S-K Question 117.05 for guidance.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Dorrie Yale at 202-551-8776 or Suzanne Hayes at 202-551-3675 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Deepa Rich, Esq.