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 Document Exicure, Inc. 400 Seaport Court, Suite 102 Redwood City, California 94063 July 18, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jason Drory Re:     Exicure, Inc. Registration Statement on Form S-1 File No. 333-288658 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), Exicure, Inc. (the “ Company ”), hereby requests that the effective date of the above-referenced registration statement (the “ Registration Statement ”) be accelerated to July 22, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Baker & Hostetler LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its obligations under the Act. We request that we be notified of such effectiveness by a telephone call to Margaret I. Butler of Baker & Hostetler LLP, counsel to the Company, at (212) 589-4668 and that such effectiveness also be confirmed in writing. Very truly yours, Exicure, Inc. By:      /s/ Andy Yoo                 Andy Yoo President and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 17, 2025

Andy Yoo
Chief Executive Officer
Exicure, Inc.
400 Seaport Court, Suite 102
Redwood City, CA 94063

 Re: Exicure, Inc.
 Registration Statement on Form S-1
 Filed July 11, 2025
 File No. 333-288658
Dear Andy Yoo:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Jason Drory at 202-551-8342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Margaret Butler
</TEXT>
</DOCUMENT>

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Exicure, Inc.

2430 N. Halsted St.

Chicago, IL 60614

July 18, 2022

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:    Dillon Hagius

Re:    Exicure, Inc.

Registration Statement on Form S-3 (File No. 333-266093)

Request for Acceleration of Effective Date

Acceleration Request

Requested Date:  July 20, 2022

Requested Time: 4:00 p.m. Eastern Time

Mr. Hagius:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-266093) (the “Registration Statement”), to become effective on July 20, 2022, at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable.

Once the Registration Statement has been declared effective, please orally confirm that event with Courtney T. Thorne of Cooley LLP, counsel to the Registrant, at (617) 937 2318, or in her absence, Marc Recht at (617) 937-2316.

[Signature page follows]

Very truly yours,

Exicure, Inc.

By:        /s/ Matthias Schroff, Ph.D.

Matthias Schroff, Ph.D.

Chief Executive Officer

cc:    Elias D. Papadimas, Chief Financial Officer, Exicure, Inc.

Courtney T. Thorne, Cooley LLP

Marc Recht, Cooley LLP

United States securities and exchange commission logo
July 18, 2022
Matthias Schroff, Ph.D.
Chief Executive Officer
Exicure, Inc.
2430 N. Halsted St.
Chicago, IL 60614
Re:Exicure, Inc.
Registration Statement on Form S-3
Filed July 11, 2022
File No. 333-266093
Dear Dr. Schroff:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Marc Recht

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Exicure, Inc.

2430 N. Halsted St.

Chicago, IL 60614

January 5, 2021

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

 David Gessert

Re: Exicure, Inc.

 Registration Statement on Form S-3 (File No. 333-251555)

 Request for Acceleration of Effective Date

Mr. Gessert:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333- 251555) (the “Registration Statement”), to become effective on January 7, 2021, at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable.

Once the Registration Statement has been declared effective, please orally confirm that event with Marc Recht of Cooley LLP, counsel to the Registrant, at (617) 937 2316, or in his absence, Courtney T. Thorne at (617) 937-2318.

[Signature page follows]

 Very truly yours,

 Exicure, Inc.

By: /s/ David A. Giljohann

 David A. Giljohann, Ph.D.

 Chief Executive Officer

cc: David A. Giljohann, Exicure, Inc.

 Marc Recht, Cooley LLP

 Daniel Goldberg, Cooley LLP

 Courtney Thorne, Cooley LLP

United States securities and exchange commission logo
December 23, 2020
David A. Giljohann, Ph.D
Chief Executive Officer
Exicure, Inc.
2430 N. Halsted St.
Chicago, IL 60614
Re:Exicure, Inc.
Registration Statement on Form S-3
Filed December 21, 2020
File No. 333-251555
Dear Dr. Giljohann:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact David Gessert at 202-551-2326 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Lily Colahan

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		Document

VIA EDGAR

July 22, 2019

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

 Exicure, Inc.

Acceleration Request for Registration Statement on Form S-3

File No. 333-230175

Ladies and Gentleman:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Exicure, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to July 24, 2019, at 3:00 p.m., Eastern Time, or as soon thereafter as practicable. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Deepa Rich at (650) 752-3333. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention:  Daniel Lang, by facsimile to (650) 853-1038.

If you have any questions regarding this request, please contact Deepa Rich of Goodwin Procter LLP at (650) 752-3333.

[Remainder of Page Intentionally Left Blank]

Sincerely,

EXICURE, INC.

/s/ David S. Snyder

David S. Snyder

Chief Financial Officer

cc:

 David Giljohann, Chief Executive Officer, Exicure, Inc.

Sam Zucker, Esq., Goodwin Procter LLP

Deepa Rich, Esq., Goodwin Procter LLP

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		Document

July 11, 2019

VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Dorrie Yale and Suzanne Hayes

Re:  Exicure, Inc.

Registration Statement on Form S-3

Filed March 8, 2019

File No. 333-230175

Dear Ms. Yale:

This letter is submitted on behalf of Exicure, Inc. (the “Company”) in response to comments of the staff of the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-3 filed on March 8, 2019 (the “Registration Statement”), as set forth in the Staff’s letter dated March 15, 2019 (the “Comment Letter”). The Company is concurrently filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which includes changes to reflect responses to the Staff’s comments and other updates.

For reference purposes, the text of the Comment Letter has been reproduced and italicized herein with response below the numbered comment.

In addition to submitting this letter via EDGAR, we are sending via Federal Express four (4) copies of each of this letter and Amendment No. 1 (marked to show changes from the Registration Statement).

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 rules and regulations thereunder. If the provision applies to claims arising under the Securities Act, also disclose that there is uncertainty with respect to

Ms. Dorrie Yale

Ms. Suzanne Hayes

United States Securities and Exchange Commission

July 11, 2019

Page 2

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.

RESPONSE:  The Company respectively advises the Staff that the Company’s forum selection provision does not apply solely to state law claims and does apply to Securities Act claims. Accordingly, the Company has revised the disclosure on page 16 of Amendment No. 1 to address the Staff’s comment.

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.

RESPONSE:  The Company respectfully advises the Staff that it has filed its definitive proxy statement on April 30, 2019, which includes the Part III information incorporated by reference into the Company’s Form 10-K for the fiscal year ended December 31, 2018.  The Company has revised Amendment No. 1 to incorporate by reference its definitive proxy statement along with its Form 10-K for the fiscal year ended December 31, 2018.

*   *   *

If you should have any questions concerning the enclosed matters, please contact the undersigned at (650) 752-3333.

Sincerely,

/s/ Deepa Rich

Deepa Rich

cc:    David Giljohann, Exicure, Inc.

David Snyder, Exicure, Inc.

Sam Zucker, Goodwin Procter LLP

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.

October 3, 2018
David A. Giljohann, Ph.D.
Chief Executive Officer and Director
Exicure, Inc.
8045 Lamon Avenue, Suite 410
Skokie, IL 60077
Re:Exicure, Inc.
Registration Statement on Form S-1
Filed September 21, 2018
File No. 333-227475
Dear Dr. Giljohann:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Sam Zucker, Esq.

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 Exicure, Inc.

8045 Lamon Avenue, Suite 410

Skokie, IL 60077

(847) 673-1700

October 3, 2018

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Jeffrey Gabor

 Re:

 Acceleration Request for Exicure, Inc.

 Registration Statement on Form S-1 (File No. 333-227475)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Exicure, Inc. (the “Company”), hereby requests that the effective date of the Company’s Registration Statement on Form S-1, Registration Number 333-227475 (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:00 P.M., Washington, D.C. time, on October 5, 2018, or as soon thereafter as practicable.

We would appreciate if, as soon as the Registration Statement is declared effective, you would so inform Sam Zucker of Sidley Austin LLP at (650) 565-7111.

Very truly yours,

/s/ David S. Snyder

David S. Snyder

Chief Financial Officer

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 Exicure, Inc.

8045 Lamon Avenue, Suite 410

Skokie, IL 60077

(847) 673-1700

February 5, 2018

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Chris Edwards / Suzanne Hayes

 Re:

 Acceleration Request for Exicure, Inc.

 Registration Statement on Form S-1 (File No. 333-221791)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Exicure, Inc. (the “Company”), hereby requests that the effective date of the Company’s Registration Statement on Form S-1, Registration Number 333-221791 (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:00 P.M., Washington, D.C. time, on February 6, 2018, or as soon thereafter as practicable.

We would appreciated if, as soon as the Registration Statement is declared effective, you would so inform Sam Zucker of Sidley Austin LLP at (650) 565-7111.

Very truly yours,

/s/ David S. Snyder

David S. Snyder

Chief Financial Officer

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 Exicure, Inc.

8045 Lamon Avenue, Suite 410

Skokie, IL 60077

(847) 673-1700

January 26, 2018

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-3561

Attn: Chris Edwards

Suzanne Hayes

Re:     Exicure, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed January 12, 2018

File No. 333-221791

Ladies and Gentlemen:

On behalf of Exicure, Inc., a Delaware corporation (the “Company”), transmitted herewith through the EDGAR electronic filing system (“EDGAR”) under the Securities Act of 1933, as amended (the “Securities Act”), we acknowledge receipt of the comment letter, dated January 24, 2018, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Amendment No. 1 to the Registration Statement on Form S-1 filed on January 12, 2018 (the “Form S-1/A1”). Concurrent with this letter, we are filing Amendment No. 2 to the Registration Statement on Form S-1 (the “Form S-1/A2”). For your convenience, we have reproduced the Staff’s comment below in italics, followed by our corresponding response. Capitalized terms below that are not defined herein have the meanings given to them in the Form S-1/A2.

Amendment No. 1 to Registration Statement on Form S-1

General

1.     With respect to each of the Affiliated Shareholders that you reference in your response, and any current officers and directors who are selling shareholders, please expand your response to tell us how long they have held the Exicure shares, the circumstances under which they received them, their relationship to the issuer and the amount of shares involved.

Response:  Prior to the Merger, the Share Conversion and the initial closing of the Offering discussed in the Form S-1/A2, Mark Tompkins and Ian Jacobs were the sole officers and directors

Chris Edwards and Suzanne Hayes

Securities and Exchange Commission

January 26, 2018

Page 2

of our predecessor, Max-1. Messrs. Tompkins and Jacobs acquired their shares in Max-1 in connection with its incorporation in February 2017. In addition, prior to the consummation of the Merger, the board of directors of Max-1 approved the issuance of an aggregate of 756,960 shares of Max-1 common stock to Ian Jacobs, Mark Tompkins, Montrose Capital Partners Limited, an entity controlled by Mr. Tompkins, and a designee of a service provider.

With respect to the pre-Merger directors, officers and 10% or greater shareholders of Exicure OpCo (the “Affiliated Shareholders”), which includes the current directors and officers of the Company, the below traces the historical stock issuances of Exicure OpCo and, in tabular format, includes the details of such historical issuances to the Affiliated Shareholders. Note that the shares amounts below are the original numbers of units and shares of preferred stock purchased, and do not give effect to the conversion of each share of Series A and B preferred stock of Exicure OpCo into 0.49649 shares of the Company, or the conversion of each share of Series C preferred stock of Exicure OpCo into 0.7666652 shares of common stock of the Company.

AuraSense Therapeutics, LLC (“AuraSense Therapeutics”) was formed on June 13, 2011 as a wholly owned subsidiary of AuraSense, LLC (“AuraSense”), but did not conduct substantive business until December 12, 2011, which is considered its inception date. On December 12, 2011, AuraSense contributed the assets and liabilities comprising the business of AuraSense Therapeutics to AuraSense Therapeutics through a Bill of Sale and Assumption Agreement. In exchange for the contribution of certain assets and agreeing to certain undertakings, AuraSense Therapeutics provided to AuraSense, which is managed by Dr. Mirkin and Dr. Thaxton, two of our directors, 22,694,967 of its Class A units.

In December 2011, prior to the Corporate Conversion (described below), AuraSense Therapeutics issued and sold an aggregate of 4.9 million Class B-I units at a purchase price of $1.10 per unit for an aggregate purchase price of $5.4 million. The Affiliated Shareholders purchasing in the Class B-I unit offering are set forth below:

Purchaser

 Shares of Class B-I units

Chad A. Mirkin(1)

 45,454

David R. Walt(2)

 45,454

(1)

 Dr. Mirkin, was a director of Exicure OpCo and is a current director of the Company.

(2)

 Dr. Walt, was a director of Exicure OpCo and is a current director of the Company.

In June 2013, prior to the Corporate Conversion (described below), AuraSense Therapeutics issued and sold an aggregate of 2.8 million Class B-II units at a purchase price of $1.30 per unit for an aggregate purchase price of $3.7 million. The Affiliated Shareholders purchasing in the Class B-II unit offering are set forth below:

Purchaser

 Shares of Class B-II units

David R. Walt

 192,308

The Venkatesan-Louizides Trust(1)

 384,615

(1)

 Dr. Jay Venkatesan, a director of Exicure OpCo and a current director of the Company, is the Trustee of the Venkatesan-Louizides Trust, and has voting or dispositive power over such entity.

Chris Edwards and Suzanne Hayes

Securities and Exchange Commission

January 26, 2018

Page 3

In June 2014 and February 2015, prior to the Corporate Conversion (described below), AuraSense Therapeutics issued and sold an aggregate of 5.9 million Class C units and 2.0 million Class C units, respectively, at a purchase price of $2.30 per unit. Following the Corporate Conversion, in October 2015 and January 2016, Exicure OpCo issued and sold an aggregate of 6.5 million and 0.2 million shares of Series C preferred stock at a purchase price of $2.30 per share for an aggregate purchase price of approximately $15.0 million and $0.4 million, respectively. The Affiliated Shareholders purchasing in the Series C unit and stock offerings are set forth below:

Purchaser

 Shares of Class C units & Series C preferred stock

Gates Ventures, LLC

 7,391,304

David R. Walt

 497,392

Chad A. Mirkin Living Trust(1)

 8,700

Ayer Special Situations Fund I, LP(2)

 117,642

(1)

 Dr. Mirkin, a director of Exicure OpCo and a current director of the Company, is the Trustee of the Chad A. Mirkin Living Trust, and has voting or dispositive power over such entity.

(2)

 Dr. Jay Venkatesan, a director of Exicure OpCo and a current director of the Company, is the Managing Director of the Ayer Special Situations Fund I, LP, and has voting or dispositive power over such entity.

On July 9, 2015, AuraSense Therapeutics was converted into AuraSense Therapeutics, Inc., a Delaware corporation (the “Corporate Conversion”), and on the same date changed its name to Exicure, Inc. (now referred to as Exicure OpCo). In connection with the Corporate Conversion, each common unit, Class A unit, Class B-I unit, Class B-II unit and Class C unit of AuraSense Therapeutics issued and outstanding immediately prior to the effectiveness of the Corporate Conversion was converted into one share of common stock, Series A preferred stock, Series B-1 preferred stock, Series B-2 preferred stock and Series C preferred stock of Exicure, OpCO, respectively. No preferred stock was provided in consideration for fractional membership units.

The Company also notes that all of the pre-Merger officers and directors of Max-1, and all of the Affiliated Shareholders have entered into lock-up agreements pursuant to which each has agreed to not sell any shares of the Company’s common stock detailed above for nine months from the date of the Merger. Due to these lock-up agreements, any Affiliated Shareholders that may sell shares of the Company’s common stock in the future pursuant to the Form S-1/A2 have borne the investment risk of holding these securities and will continue to bear this investment risk for a substantial period of time, before they can make significant resales of such securities. The Affiliated Shareholders have been, and continue to be, subject to market risk if the market price of the Company's common stock declines. The fact that the Affiliated Shareholders participated in the Merger and the Share Conversion with the knowledge that they might not be able to exit their positions at a profit, and that their ability to fully exit their positions would be restricted for an extended period of time, serves as evidence that they purchased such securities with the intent to invest, and not with the intent to effect a distribution, as an underwriter would have.

Chris Edwards and Suzanne Hayes

Securities and Exchange Commission

January 26, 2018

Page 4

Following the Effective Time of the Merger, we sold an aggregate of 10,504,196 shares of our common stock pursuant to closings of a Private Placement on September 26, 2017, October 27, 2017 and November 2, 2017, at the sale price of $3.00 per share. The Affiliated Shareholders purchasing in the Private Placement are set forth below:

Purchaser

 Shares of Common Stock

David R. Walt

 268,333

Ayer Special Situations Fund I, LP

 66,666

Gates Ventures, LLC

 666,667

David Giljohann(1)

 16,666

(1)

 Dr. Giljohann is a member of AuraSense, but does not have any voting or investment power over the shares held by AuraSense.

* * * * *

Thank you for your prompt attention to the Company’s responses. If you wish to discuss the responses being submitted herewith at any time, or if there is anything we can do to facilitate the Staff’s processing of these responses, please feel free to contact me at (847) 673-1700.

Very truly yours,

/s/ David A. Giljohann

David A. Giljohann, Ph.D.

Chief Executive Officer

Enc.

Cc:     Sam Zucker, Sidley Austin LLP

David S. Snyder, Chief Financial Officer of Exicure, Inc.

January 24, 2018
David A. Giljohann, Ph.D.
Chief Executive Officer
Exicure, Inc.
8045 Lamon Avenue, Suite 410
Skokie, IL 60077
Re:Exicure, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 12, 2018
File No. 333-221791
Dear Dr. Giljohann:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies 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 the comment, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
General
1.With respect to each of the Affiliated Shareholders that you reference in your response,
and any current officers and directors who are selling shareholders, please expand your
response to tell us how long they have held the Exicure shares, the circumstances under
which they received them, their relationship to the issuer and the amount of shares
involved.

 FirstName LastNameDavid A. Giljohann, Ph.D.
 Comapany NameExicure, Inc.
 June 16, 2017 Page 2
 FirstName LastName
David A. Giljohann, Ph.D.
Exicure, Inc.
January 24, 2018
Page 2

            Please contact Chris Edwards at (202) 551-6761 or Suzanne Hayes at (202) 551-3675
with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Sam Zucker

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 Exicure, Inc.

8045 Lamon Avenue, Suite 410

Skokie, IL 60077

(847) 673-1700

January 12, 2018

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-3561

Attn:    Chris Edwards

Suzanne Hayes

Re: Exicure, Inc.

 Registration Statement on Form S-1

 Filed November 28, 2017

 File No. 333-221791

Ladies and Gentlemen:

On behalf of Exicure, Inc., a Delaware corporation (the “Company”), transmitted herewith through the EDGAR electronic filing system (“EDGAR”) under the Securities Act of 1933, as amended (the “Securities Act”), we acknowledge receipt of the Securities and Exchange Commission Staff’s comment letter dated December 15, 2017 relating to the Company’s Registration Statement on Form S-1 filed on November 28, 2017 (the “Form S-1”).  Concurrent with this letter, we are filing an amended Registration Statement on Form S-1 (the “Form S-1/A”).  For your convenience, we have reproduced the Staff’s comment below in italics, followed by our corresponding response.

Registration Statement on Form S-1

General

1.

 Please provide us your analysis as to why each of the selling shareholders who received your shares in the Merger or Private Placement should not be deemed underwriters pursuant to Securities Act Rule 145(c). To the extent they are, please name them as underwriters and revise to clarify that the price at which they are offering their shares will remain fixed for the duration of the offering. If they are not, please provide us a basis for your conclusion, including a discussion of whether such selling shareholders were a party to or an affiliate of a party to the business combination transaction discussed in this prospectus. Refer to Section II.G of Securities Act Release 33-8869 (2007).

The Company respectfully advises the Staff that based on its analysis of all the circumstances behind the Merger and the Private Placement, as discussed in greater detail below, it does not believe that the selling

Chris Edwards and Suzanne Hayes

Securities and Exchange Commission

January 12, 2018

Page 2

shareholders who received the Company’s shares in the Merger and Private Placement should be deemed underwriters pursuant to Rule 145(c).

The Company considered the definition of an “Underwriter” provided in Section 2(a)(11) of the Securities Act in its analysis:

Section 2(a)(11) of the Securities Act defines an “underwriter” to include: “any person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection with, the distribution of any security, or participates or has a direct or indirect participation in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such undertaking…”

a)

 The shares issued in the transactions described above (the “Securities”) were not purchased with a view to distribute such Securities. As described in the Registration Statement, the Securities were originally purchased by the selling shareholders (i) in connection with an investment in Exicure, Inc., the formerly private company party to the Merger (“Exicure OpCo”), (ii) in the ordinary course of business in connection with employment at Exicure OpCo or the exercise of Exicure OpCo stock options, or (iii) in connection with the Private Placement. In each case, the Securities were purchased with a long-term investment intent in Exicure OpCo and, after the transactions referenced above, in the Company. Each of the selling shareholders made extensive representations and warranties regarding its investment intent, including representations that each selling shareholder was purchasing the Securities for its own account, for investment purposes and not for the purpose of effecting any distribution of the Securities in violation of the Securities Act. In fact, with respect to the vast majority of Securities acquired in the Merger, the receiving shareholders entered into customary lockup agreements with the Company for a period of nine months. In addition, at the time of acquisition of the Securities, to the Company’s knowledge, none of the selling shareholders had any agreements or understandings, directly or indirectly, with any person to distribute such Securities.

b)

 The registration of the selling shareholder shares through the Registration Statement constitutes a valid secondary offering and is not an offering by or on behalf of the Company. The Company will not receive any proceeds from the sale of the shares. No selling shareholder is acting on behalf of the Company with respect to the shares being listed for registration under the Registration Statement, and the Company has no contractual, legal or other relationship with the selling shareholders who received shares in the transactions described above that would control the timing, nature and amount of resales of such shares following the effectiveness of the Registration Statement or whether such shares are even resold at all under the Registration Statement. The Company has no contracts, commitments, arrangements or understandings with any of the selling shareholders who received shares in the transactions described above to create a public market or carry out any transaction in the shares. As such, the selling shareholders are not acting as a conduit for the Company, and the Company believes that the present registered offering is properly suited as a secondary offering and not an indirect primary offering.

For the reasons set forth above, the Company respectfully submits to the Staff that the selling shareholders should not be deemed underwriters pursuant to the Securities Act. The vast majority of the selling shareholders were not a party to or an affiliate of a party to the Merger.  However, even for shareholders who could be deemed to be affiliates of the Company, such shareholders were longtime investors and shareholders in the

Chris Edwards and Suzanne Hayes

Securities and Exchange Commission

January 12, 2018

Page 3

Company (in each case, since early 2016 or before) or subject to the nine-month lockup or both, and the Company believes that such shareholders have already incurred the economic risk of their investments.  None of these shareholders has any arrangement with any person to participate in the distribution of these securities.

The Company has been advised that none of the 10% or greater shareholders of the Company and none of the pre-merger directors and officers and affiliates (the “Affiliated Shareholders”) is a broker-dealer and, to the Company’s knowledge, none of the Affiliated Shareholders is in the business of underwriting securities. To the Company’s knowledge, the Affiliated Shareholders have not entered into any agreement, nor is any agreement contemplated, whereby the Affiliated Shareholders would serve as underwriters in connection with the Registration Statement. For the foregoing reasons, the Company respectfully submits that the Affiliated Shareholders did not acquire their shares with a view to distribution and should not be viewed as underwriters in connection with the Registration Statement.

* * * * *

Thank you for your prompt attention to the Company’s responses.  If you wish to discuss the responses being submitted herewith at any time, or if there is anything we can do to facilitate the Staff’s processing of these responses, please feel free to contact me at (847) 673-1700.

Very truly yours,

/s/ David A. Giljohann

David A. Giljohann, Ph.D.

Chief Executive Officer

Enc.

Cc:      Sam Zucker, Sidley Austin LLP

David S. Snyder, Chief Financial Officer of Exicure, Inc.

December 15, 2017
David A. Giljohann, Ph.D.
Chief Executive Officer
Exicure, Inc.
8045 Lamon Avenue, Suite 410
Skokie, IL 60077
Re:Exicure, Inc.
Registration Statement on Form S-1
Filed November 28, 2017
File No. 333-221791
Dear Dr. Giljohann:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies 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 the comment, we may have additional comments.
Registration Statement on Form S-1
General
1.Please provide us your analysis as to why each of the selling shareholders who received
your shares in the Merger or Private Placement should not be deemed underwriters
pursuant to Securities Act Rule 145(c). To the extent they are, please name them as
underwriters and revise to clarify that the price at which they are offering their shares
will remain fixed for the duration of the offering. If they are not, please provide us a basis
for your conclusion, including a discussion of whether such selling shareholders were a
party to or an affiliate of a party to the business combination transaction discussed in
this prospectus. Refer to Section II.G of Securities Act Release 33-8869 (2007).

 FirstName LastNameDavid A. Giljohann, Ph.D.
 Comapany NameExicure, Inc.
 June 16, 2017 Page 2
 FirstName LastName
David A. Giljohann, Ph.D.
Exicure, Inc.
December 15, 2017
Page 2
            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 Chris Edwards at (202) 551-6761 or Suzanne Hayes at (202) 551-3675
with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Sam Zucker

November 17, 2017
David  Giljohann
Chief Executive Officer
Exicure, Inc.
8045 Lamon Avenue
Suite 410
Skokie, IL 60077
Exicure, Inc.
Current Report on Form 8-K
Filed October 2, 2017
File No. 000-55764Re:
Dear Dr. Giljohann:
            We have completed our review of your filing.  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 by the staff.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Sam Zucker

CORRESP
1
filename1.htm

		Document

 Exicure, Inc.

8045 Lamon Avenue, Suite 410

Skokie, IL 60077

(847) 673-1700

November 7, 2017

Via Edgar

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549-3561

Attention:

Mr. Jeffrey Gabor

Ms. Suzanne Hayes

Re: Exicure, Inc.

 Current Report on Form 8-K

 Filed October 2, 2017

 File No. 000-55764

Ladies and Gentlemen:

On behalf of Exicure, Inc. a Delaware corporation (the “Company”), transmitted herewith through the EDGAR electronic filing system ("EDGAR") under the Securities Act of 1933, as amended (the “Act”), we acknowledge receipt of the Securities and Exchange Commission Staff’s comment letter dated October 24, 2017 relating to the Company’s Current Report filed on Form 8-K on October 2, 2017 (the “Form 8-K”).  Concurrent with this letter, we are filing an amended Current Report on Form 8-K/A (the "Form 8-K/A").  For your convenience, we have reproduced the Staff’s comments below in italics, followed by our corresponding responses. Headings and accompanying page numbers in underlined, bold typeface refer to the Form 8-K.

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.

Response:

The Company has narrowed the proposed royalty range to a range that does not exceed 10 percentage points and included the revised disclosure throughout the Form 8-K/A.

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.

Response:

 The Company has removed all references to the therapeutic candidates in the research stage of development in the table depicting its development pipeline. The revised table has been included in the Form 8-K/A.

3.

 Please include a column for Phase 3 in your product pipeline table.

Response:

The Company has complied with the Staff’s comment and has included a revised table depicting its product development pipeline in the Form 8-K/A.

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.

Response:

The Company respectfully acknowledges the Staff’s comment and has complied with the Staff’s comment by including the agreements with Purdue Pharma L.P. and Northwestern University as exhibits to the Form 8-K/A. Portions of these exhibits have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.

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.

Response:

The Company respectfully acknowledges the Staff’s comment with respect to the disclosure of the research, regulatory and commercial sales milestones under the collaboration agreement with Purdue (the “Purdue Collaboration”). The terms of the Purdue Collaboration, including milestone descriptions, are subject to a request for confidential treatment submitted to the Securities and Exchange Commission concurrently with the filing of the Form 8-K/A.  Pursuant to that request, portions of the Purdue

Page 3

Collaboration have been omitted and were filed separately with the Securities and Exchange Commission. In light of the confidential treatment request, the Company has addressed the requirements of ASC 605-28-50-2b by summarizing certain key milestones in the Purdue Collaboration in the the Form 8-K/A in generalized form in the sections entitled "Description of Business—Our Research and Development Programs—Purdue Collaboration" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Significant Judgments and Estimates—Purdue Collaboration."

* * * * *

Page 4

Thank you for your prompt attention to the Company’s responses.  If you wish to discuss the responses being submitted herewith at any time, or if there is anything we can do to facilitate the Staff’s processing of these responses, please feel free to contact me at (847) 673-1700.

Very truly yours,

/s/ David A. Giljohann

David A. Giljohann

Chief Executive Officer

Cc:

 Sam Zucker, Sidley Austin LLP

 David S. Snyder, Chief Financial Officer of Exicure, Inc.

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

Mail Stop 3561
May 3, 2017

Ian Jacobs
President
Max-1 Acquisition Corporation
2255 Glades Road, Suite 324A
Boca Raton, FL 33431

Re: Max -1 Acquisition Corporation
  Registration Statement on Form 10
Filed March 21, 2017
  File No. 000 -55764

Dear Mr. Jacobs:

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Laura Nicholson

Laura Nicholson
Special Counsel
Office of Transportation and Leisure

cc:  Melanie Figueroa, Esq.

CORRESP
1
filename1.htm

Max-1
Acquisition Corporation

2255
GLADES ROAD, SUITE 324A,

BOCA RATON, FL 33431

April
20, 2017

VIA
EDGAR

Laura
Nicholson, Special Counsel

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Max-1
    Acquisition Corporation

    Registration
    Statement on Form 10

    Filed
    March 21, 2017

    File
    No. 000-55764

Dear
Ms. Nicholson:

This
letter is in response to the comments contained in the Staff’s letter (the “Comment Letter”) to Max-1 Acquisition
Corporation (the “Company” ), concerning the Registration Statement on Form 10 filed by the Company with the Securities
and Exchange Commission on March 21, 2017 (the “Registration Statement” ). We have filed an amendment (the “Amendment
No. 1” ) to the Company’ s Form 10 concurrently with this letter incorporating and/or responding to the requested
changes.

The
comments from the Comment Letter are repeated below and, for convenience of reference, the number beside each of the following
comments corresponds to the paragraph numbering indicated in the Comment Letter. On behalf of the Company, the following are our
responses to the Staff’s comments:

General

 1. As
                                         you note in your filing under “Explanatory Note,” your registration statement
                                         will automatically become effective 60 days after filing. Upon effectiveness, you will
                                         become subject to the reporting requirements of the Securities Exchange Act of 1934.
                                         In addition, we will continue to review your filing until all of our comments have been
                                         addressed. If the review process has not been completed before that date you should consider
                                         withdrawing the registration statement to prevent it from becoming effective and file
                                         it again at such time as you are able to respond to any remaining issues or comments.

RESPONSE:
The Company respectfully acknowledges the Staff’s comment and understands that it will be subject to the reporting requirements
under Section 13(a) of the Securities Exchange Act of 1934 once the Form 10 goes effective. The Company will continue to
respond to the Staff’s comments until all of such comments have been addressed.

Certain
Relationships and Related Transactions, page 8

 2. Please
                                         disclose the interest rate payable on the note issued to Mark Tompkins in the event of
                                         default.

RESPONSE:
In response to the Staff’s comment, the Company has revised its disclosure regarding the note issued to Mark Tompkins
on pages 5, 8 and 9, to include the interest rate payable in the event of a default.

    Sincerely,

    MAX-1
    ACQUISITION CORPORATION

    By:
    /s/
    Ian Jacobs

    Ian
    Jacobs,

    Chief Executive Officer

Mail Stop 3561
April  14, 201 7

Ian Jacobs
President
Max-1 Acquisition Corporation
2255 Glades Road, Suite 324A
Boca Raton, FL 33431

Re: Max -1 Acquisition Corporation
  Registration Statement on Form  10
Filed  March 21 , 2017
  File No. 000-55764

Dear Mr. Jacobs :

We have reviewed your filing an d 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 busine ss days by providing the requested
information or advis e 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 and any amendment you may file in response to these
comments , we may have  additional comments.

General

1. As you note in your filing under “Explanatory Note ,” your registration statement will
automatically become effective 60 days after filing.  Upon effectiveness, you will become
subject to the reporting requirements of the Securities Exchange Act of 1934.  In
addition, we will continue to review your filing until a ll of our comments have been
addressed.  If the review process has not been completed before that date you should
consider withdrawing the registration statement to prevent it from becoming effective and
file it again at such time as you are able to respon d to any remaining issues or comments.

.

Ian Jacobs
Max-1 Acquisition Corporation
April  14, 201 7
Page 2

Certain Relationships and Related Transactions, page 8

2. Please disclose the interest rate paya ble on the note issued to Mark Tompkins  in the event
of default .

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  Aamira Chaudhry  at 202 -551-3389  or Jean Yu at 202 -551-3305  if you
have questions regarding comments on the financial statements and re lated matters.  Please
contact John Stickel at 202-551-3324 or me at 202 -551-3584  with any other questions.

Sincerely,

 /s/ Laura Nicholson

Laura Nicholson
Special Counsel
Office of Transportation and Leisure

cc:  Melanie Figueroa, Esq.