Exicure Securities Litigation

This case alleges violations of §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) on behalf of a class consisting of all Persons and entities who purchased or otherwise acquired Exicure common stock between January 7, 2021 and December 10, 2021, both inclusive. Among other things, the Complaint alleges violations of the Exchange Act premised on certain statements that Lead Plaintiff claims were false or misleading, including statements concerning Exicure’s XCUR FXN drug data and disclosure controls. Lead Plaintiff contends that these allegedly false and misleading statements and/or omissions artificially inflated or maintained Exicure’s stock price and when the alleged truth was eventually disclosed, the price of Exicure’s stock declined, resulting in substantial damages to the Settlement Class. Thus, Lead Plaintiff alleges that Settlement Class Members overpaid for Exicure common stock during the relevant time period.

The Litigation is currently pending in the United States District Court for the Northern District of Illinois Eastern Division before Judge John F. Kness. The initial complaint in this Litigation was filed on December 13, 2021. An Amended Complaint was filed on February 4, 2022. On March 23, 2023, the Court appointed James Mathew as Lead Plaintiff and Bleichmar Fonti & Auld LLP as Lead Counsel.

Lead Plaintiff filed the operative Second Amended Complaint on May 26, 2023. The Complaint alleged violations of Sections 10(b) and 20(a) of the Exchange Act of 1934.

The Parties engaged in a confidential mediation before mediator Jed Melnick on March 4, 2024. Prior to that confidential mediation, the Parties exchanged mediation statements. Despite good faith efforts to resolve the Litigation, the Parties were unable to reach agreement during that mediation session.

Over the ensuing months, the parties continued their mediation discussions under Mr. Melnick’s auspices and made further progress, but were unable to reach an agreement.

On July 24, 2024, Mr. Melnick made a formal mediator’s proposal that the case settle for $5,625,000 in cash. Plaintiff and Defendants accepted the proposal on July 26, 2024.

In a class action, a class representative (in this case, the Court-appointed Lead Plaintiff James Mathew) sues on behalf of people who have similar claims. Here, all these people are called the Settlement Class or Settlement Class Members. One court resolves the issues for all class members at the same time, except for those who timely and validly exclude themselves from the class (the process for which is described more fully in FAQ 13 below). Judge John F. Kness is presiding over this class action.

The Court did not decide in favor of Lead Plaintiff or Defendants. Instead, both sides agreed to a settlement. That way they avoid the cost and uncertainty of further litigation and a trial, and eligible Settlement Class Members who submit valid claims will receive compensation. Particularly in light of the possibility that continued litigation could result in no greater recovery than the Settlement—or no recovery at all—Lead Plaintiff and Plaintiff’s Counsel believe the settlement is in the best interest of all Settlement Class Members.

The Settlement Class includes all persons and entities who purchased or otherwise acquired Exicure common stock between January 7, 2021 and December 10, 2021, both inclusive. Certain Persons and entities are excluded from this definition, as described in FAQ 6.

Excluded from the Settlement Class are: Defendants, the current and Class Period officers and directors of Exicure, and with respect to each of the foregoing, the members of their immediate families, legal representatives, affiliates, heirs, successors-in-interest, assigns, and any entity in which such excluded persons have or had a majority interest. Also excluded from the Settlement Class are those Persons who timely and validly request exclusion from the Settlement Class pursuant to the requirements set by the Court, which are set forth in this Long Form Notice of Pendency and Proposed Settlement of Class Action.

If you are still not sure whether you are included, you can ask for free help. You can contact the Claims Administrator at info@ExicureSecuritiesLitigation.com or by phone at 866-913-4224, or you can fill out and return the Proof of Claim described in FAQ 10, to see if you qualify.

Defendants have agreed to settle the litigation for a total of $5,625,000.00 in cash. This amount, plus any interest earned thereon, constitutes the Settlement Fund. The balance of this fund after payment of

1. Court-approved attorneys’ fees and expenses,
2. any award to Lead Plaintiff,
3. the costs of claims administration, including the costs of distributing the Notice and the cost of publishing notice, and
4. Taxes and Tax Expenses, is the “Net Settlement Fund.”

The Net Settlement Fund will be divided among all eligible Settlement Class Members who send in timely and valid Proofs of Claim in accordance with the Plan of Allocation described in the FAQs below.

Your payment (if any) will depend on several things, including the total dollar amount of claims represented by the valid Proofs of Claim that Settlement Class Members submit; the number of shares of Exicure common stock you purchased or acquired; how much you paid for those shares; when you purchased or acquired them; and if and when you sold your shares of Exicure common stock and for how much. The Claims Administrator will apply the Plan of Allocation to calculate the amount of your Recognized Claim, and your payment (if any) will be a portion of the Net Settlement Fund equal to your Recognized Claim divided by the total of all Authorized Claimants’ Recognized Claims.

To qualify for payment, you must be an eligible Settlement Class Member, send in a timely and valid Proof of Claim, and properly document your claim as requested in the Proof of Claim. A Proof of Claim may be downloaded from the Important Documents page, and is also available in paper form by contacting the Claims Administrator at info@ExicureSecuritiesLitigation.com, by phone at 866-913-4224, or at Exicure Securities Litigation, c/o Epiq Class Action & Claims Solutions, Inc., P.O. Box 4746, Portland, Oregon 97208-4746. Read the instructions carefully, fill out the form, include all the documents the form asks for, sign it, and mail it such that it is postmarked no later than January 27, 2025, or submit it online by no later than January 27, 2025. Proofs of Claim may be completed and submitted online here.

The Court will hold a hearing on January 13, 2025, at 1:30 p.m., to decide whether to approve the Settlement. If the Court approves the Settlement, there may be appeals. It is always uncertain whether these appeals can be resolved, and resolving them can take time. It also takes time for all the Proofs of Claim to be processed. Please be patient.

Unless you timely and validly exclude yourself, you are a Settlement Class Member, and that means that you cannot sue, continue to sue, or be part of any other lawsuit against the Defendants or any of their Related Parties about the Released Claims. It also means that all of the Court’s orders, including a judgment dismissing the Litigation with prejudice on the merits, will apply to you and legally bind you and you will release all Released Claims in this case against the Defendants and their Related Parties.

“Released Claims” means any and all claims (including Unknown Claims as defined below), rights, demands, losses, suits, debts, obligations, damages, judgments, controversies, liabilities, or causes of action of every nature and description whatsoever, in law, equity, or otherwise (including, but not limited to, any claims for damages, interest, attorneys’ fees, expert or consulting fees, and any other costs, expenses, or liabilities whatsoever), whether asserted or unasserted, accrued or unaccrued, fixed or contingent, whether arising under federal, state, local, common, or foreign law, or any other law, rule, or regulation, whether class or individual in nature, to the fullest extent that the law permits their release in this Litigation against any of the Defendants or their Related Parties, which arise out of, are based on, or relate to both: (i) the allegations, acts, transactions, facts, events, matters, occurrences, disclosures, statements, filings, events, representations, or omissions involved, set forth, alleged, or referred to in the Complaint, Amended Complaint, Second Amended Complaint, or the Litigation, or which could have been alleged in the Litigation; and (ii) the purchase, sale, holding, or other acquisition, disposition, or holding of Exicure common stock during the Class Period. Released Claims also include any and all claims (including Unknown Claims as defined below), rights, demands, losses, suits, debts, obligations, damages, judgments, controversies, liabilities, or causes of action of every nature and description whatsoever, in law, equity, or otherwise (including, but not limited to, any claims for damages, interest, attorneys’ fees, expert or consulting fees, and any other costs, expenses, or liabilities whatsoever), whether asserted or unasserted, accrued or unaccrued, fixed or contingent, whether arising under federal, state, local, common, or foreign law, or any other law, rule, or regulation, whether class or individual in nature, which arise out of, are based on, or relate to the institution, prosecution, or settlement of the Litigation or the Released Claims against Defendants or their Related Parties. For the avoidance of doubt, Released Claims do not include the claims asserted in any derivative actions involving Exicure (including In re Exicure, Inc. Deriv. Litig., No. 1:22-cv-01083 (N.D. Ill.) and Stourbridge Invs. LLC v. Giljohann, et al., No. 1:22-cv-00526-RGA (D. Del.)), and any other claims on behalf of Exicure against David Giljohann, Brian Bock, Grant T. Corbett, and other individuals. Released Claims shall not include claims to enforce the Settlement.

“Unknown Claims” means collectively (i) any Released Claims that Plaintiff or Settlement Class Members do not know or suspect to exist in his, her, or its favor at the time of the release of the Released Parties which, if known by him, her, or it, might have affected such Settlement Class Member’s settlement or decisions with respect to the Settlement, including, but not limited to, the release of the Released Parties or the decision not to object to or opt out of this Settlement; and (ii) any Released Claims that Defendants and their Related Parties do not know or suspect to exist in his, her, or its favor at the time of the release, which, if known by him, her, or it, might have affected his, her, or its settlement with and release of Plaintiff, Plaintiff’s Counsel, and/or Settlement Class Members. With respect to any and all Released Claims, the Parties stipulate and agree that, upon the Effective Date, Plaintiff, Defendants, and Defendants’ Related Parties shall expressly waive, and each of the Settlement Class Members shall be deemed to have waived, and by operation of the Judgment shall have expressly waived, any and all provisions, rights, and benefits conferred by the law of any state or territory or other jurisdiction or principle of common law or foreign law that is similar, comparable, or equivalent to California Civil Code § 1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Plaintiff, Settlement Class Members, Defendants, and Defendants’ Related Parties may hereafter discover facts in addition to or different from those which he, she, they, or it now knows or believes to be true with respect to the subject matter of the Released Claims, but Plaintiff, Defendants, and Defendants’ Related Parties shall expressly fully, finally, and forever settle and release, and each Settlement Class Member, upon the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and released, any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Plaintiff, Defendants, and Defendants’ Related Parties acknowledge, and Settlement Class Members shall be deemed by operation of law (including by operation of the Judgment) to have acknowledged, that the foregoing waiver was separately bargained for and is a key element of the Settlement.

“Released Parties” means each and all of Defendants, each and all of their respective Related Parties, Plaintiff, Settlement Class Members, and Plaintiff’s Counsel.

“Defendants” means Exicure, Inc., David A. Giljohann, Brian C. Bock, and Grant T. Corbett.

“Related Parties” means each of a Defendant’s past or present directors, officers, employees, partners, insurers, co-insurers, reinsurers, principals, controlling shareholders, members, agents, administrators, attorneys, accountants, auditors, bankers, underwriters, investment advisors, personal or legal representatives, predecessors, successors, direct and/or indirect parents, subsidiaries, divisions, joint ventures, partnerships, limited liability companies, affiliates, assigns, spouses, heirs, estates, related or affiliated entities, any entity in which a Defendant has a majority interest, any member of a Defendant’s immediate family, any trust of which a Defendant is the settlor or which is for the benefit of a Defendant and/or any member of a Defendant’s immediate family, and any entity in which a Defendant and/or any member of a Defendant’s immediate family has or had a majority interest (directly or indirectly).

“Plaintiff’s Counsel” means Lead Counsel Bleichmar Fonti & Auld LLP (“Lead Counsel”); Fegan Scott LLC; and The Schall Law Firm.

The Judgment will also provide that upon the Effective Date, without any further action by anyone, Lead Plaintiff and each of the Settlement Class Members shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, compromised, settled, resolved, waived, discharged, and dismissed on the merits with prejudice all Released Claims (including, without limitation, Unknown Claims) against Defendants and their Related Parties, whether or not such Settlement Class Member executes and delivers a Proof of Claim or participates in the Settlement Fund. These releases and waivers were separately bargained for and are essential elements of the Stipulation and the Settlement.

Moreover, upon the Effective Date, Lead Plaintiff and all Settlement Class Members, and anyone claiming through or on behalf of any of them, will be forever barred and enjoined from commencing, instituting, intervening in, prosecuting, or continuing to prosecute any action or proceeding in any court of law or equity, arbitration tribunal, administrative forum, or other forum of any kind, asserting any of the Released Claims against any of the Defendants and their Related Parties, and each of them.

To exclude yourself from the Settlement Class, you must submit a written request for exclusion to the Claims Administrator online or by mail to the following address:

Exicure Securities Litigation
EXCLUSIONS
c/o Epiq Class Action & Claims Solutions, Inc.
P.O. Box 4746
Portland, OR 97208-4746

You cannot exclude yourself by telephone or email. Your request for exclusion must state that you want to be excluded from Colwell v. Exicure, Inc., et al., Case No. 1:21-cv-06637 (N.D. Ill.), and must:

1. include the name, address, and telephone number for you or the entity seeking exclusion;
2. state that you or the entity wish to be “excluded from the Settlement Class” in this Litigation;
3. include proof (such as stockbroker confirmation slips, stockbroker statements, or other documents) adequately evidencing the date(s), price(s), and number(s) of all shares of Exicure common stock purchased and/or sold during the Class Period; and
4. be signed by you or the entity requesting exclusion or their authorized representative (accompanied by proof of authorization).

No request for exclusion will be considered valid unless it is timely and provides all of the information described above.

Your exclusion request must be submitted online or received by the Claims Administrator no later than December 13, 2024.

Do not submit a request for exclusion as well as an objection and/or Proof of Claim. If you do so, your objection and/or Proof of Claim will be disregarded and you will be excluded from the Settlement Class.

No. Unless you timely and validly exclude yourself, you give up any right to sue the Defendants and their Related Parties for the Released Claims in this Settlement. If you have a pending lawsuit against any of these parties, including the Defendants, speak to your lawyer in that case immediately. Remember, the exclusion deadline is December 13, 2024.

No. If you exclude yourself, you are not a Settlement Class Member and cannot submit a Proof of Claim.

The Court appointed the law firm of Bleichmar Fonti & Auld LLP to represent you and other Settlement Class Members. These lawyers are called Lead Counsel. You will not be directly charged for these lawyers. They will be paid from the Settlement Fund to the extent the Court approves their application for fees and expenses. If you want to be represented by your own lawyer, you may hire one at your own expense.

Lead Counsel will ask the Court for attorneys’ fees not to exceed 30% of the Settlement Amount, and for expenses in an amount not to exceed $110,000, plus interest that is incurred on these amounts at the same rate as earned by the Settlement Fund. Such sums as may be approved by the Court will be paid from the Settlement Fund.

The attorneys’ fees and expenses requested will be the only payment to Plaintiff’s Counsel for its efforts in achieving this Settlement and for its risk in undertaking this representation on a wholly contingent basis. Plaintiff’s Counsel has committed a substantial amount of time and significant expenses in litigating this case for the benefit of the Settlement Class. To date, Plaintiff’s Counsel has not been paid for its services in conducting this Litigation on behalf of Lead Plaintiff and the Settlement Class, nor for its expenses. The fees requested will compensate counsel for its work in achieving the Settlement Fund for the benefit of the Settlement Class.

If you are a Settlement Class Member, you can object to the Settlement if you do not like any part of it, including the Plan of Allocation and the request for attorneys’ fees or expenses. You can state the reasons why you think the Court should not approve it. The Court will consider your views. To object, you must send a letter saying that you object to the Settlement or to certain aspects of the Settlement in Colwell v. Exicure, Inc., et al., Case No. 1:21-cv-06637 (N.D. Ill.), which must

1. include the objector’s name, address, and telephone number;
2. provide documentation establishing the objector’s membership in the Settlement Class, including documents showing the type and number of shares of Exicure common stock purchased, acquired, and sold during the Class Period, as well as the dates and prices of each such purchase, acquisition, and sale;
3. contain a statement of reasons for the objection, including whether it applies only to the objector, to a specific subset of the Settlement Class, or to the entire Settlement Class;
4. identify any other class action settlement(s) in which the objector or the objector’s attorney has objected;
5. include copies of any papers or other documents upon which the objection is based; and
6. include the objector’s signature, even if represented by counsel.

Unless otherwise ordered by the Court, any Settlement Class Member who does not timely object in the manner described in the Notice will be deemed to have waived any objection and will be foreclosed from making any objection to the proposed Settlement, the Plan of Allocation, the request for attorneys’ fees and expenses, and the requested award to Lead Plaintiff.

Any objection must be mailed or delivered such that it is received by each of the following (not simply postmarked) no later than December 23, 2024:

Court	Lead Counsel	Counsel for Defendants
Clerk of the Court UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION Dirksen Federal Building 219 South Dearborn Street Chicago, IL 60604	Joseph A. Fonti BLEICHMAR FONTI & AULD LLP 300 Park Avenue Suite 1301 New York, NY 10022  Emailed copy to: exicuresettlement@bfalaw.com	Douglas L. Shively BAKER & HOSTETLER LLP One North Wacker Drive Chicago, IL 60606  Emailed copy to: dshively@bakerlaw.com Bethany K. Biesenthal JONES DAY 110 North Wacker Drive Suite 4800 Chicago, IL 60606  Emailed copy to: bbiesenthal@jonesday.com Andrew C. Porter SALVATORE PRESCOTT PORTER & PORTER 1010 Davis Street Evanston, IL 60201  Emailed copy to: aporter@sppplaw.com

Unless the Court orders otherwise, any Settlement Class Member who does not object in the manner described above will be deemed to have waived any objection and shall be forever foreclosed from making any objection to any aspect of the proposed Settlement, the proposed Plan of Allocation, and any request for an award of attorneys’ fees and expenses and an award to Lead Plaintiff. Settlement Class Members do not need to appear at the Final Approval Hearing or take any other action to indicate their approval.

Objecting is simply telling the Court that you do not like something about the Settlement. You can object only if you stay in the Settlement Class. Excluding yourself is telling the Court that you do not want to be part of the Settlement Class. If you exclude yourself, you have no basis to object because the case no longer affects you.

The Court will hold a Final Approval Hearing at 1:30 p.m., on January 13, 2025, at the Everett McKinley Dirksen United States Courthouse, 219 South Dearborn Street, Chicago, Illinois 60604. At this hearing the Court will consider whether the Settlement is fair, reasonable, and adequate, consider any objections, and listen to people who have asked to speak at the hearing. The Court may move the date or time of the Final Approval Hearing to a later date and/or time without further written notice to you. If the date or time of the Final Approval Hearing is changed, the new date and/or time will be posted on this website.

No. Plaintiff’s Counsel will answer any questions the Court may have, and Settlement Class Members do not need to appear at the hearing or take any other action to indicate their approval. If you send an objection or statement in support of the Settlement, you are not required to go to Court to discuss it; you may pay your own lawyer to attend, or attend at your own expense, but you are not required to do so.

If you have timely filed an objection, you may ask the Court for permission to speak at the Final Approval Hearing. To do so, your written objection must state your intention to appear at the hearing, and must include the identity of any witnesses you may call to testify and copies of any exhibits you intend to introduce into evidence at the Final Approval Hearing. You cannot speak at the hearing if you exclude yourself from the Settlement Class.

If you do nothing, you will be a Settlement Class Member. However, you will not receive any money from this Settlement unless you submit a Proof of Claim. Unless you exclude yourself, you won’t be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against the Defendants or their Related Parties about the Released Claims.

Review the Important Documents page to find important Court documents in the case. The Notice summarizes the proposed Settlement and does not describe all of the details of the Settlement. More details are in the Stipulation. If you have questions about the Settlement, you can contact the Claims Administrator or Plaintiff’s Counsel.

To contact the Claims Administrator:

 Call: 866-913-4224
 Email: info@ExicureSecuritiesLitigation.com
 Write: Exicure Securities Litigation, c/o Epiq Class Action & Claims Solutions, Inc., P.O. Box 4746, Portland, OR 97208-4746

To contact Plaintiff’s Counsel:

 Call: 888-879-9418
 Email: exicuresettlement@bfalaw.com
 Write: Joseph A. Fonti, BLEICHMAR FONTI & AULD LLP, 300 Park Avenue, Suite 1301, New York, NY 10022

DO NOT TELEPHONE THE DEFENDANTS OR THE COURT