Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Resignation of Jay R. Venkatesan, M.D.
On January 5, 2021, Exicure, Inc. (the "Company") announced that Jay R.
Venkatesan, M.D., a member of the Company's board of directors (the "Board") and
chairperson of the Audit Committee of the Board ("Audit Committee"), has
resigned from the Company's Board and the Audit Committee of the Board,
effective December 29, 2020. Dr. Venkatesan's resignation is not the result of
any disagreement with the Company on any matter relating to the Company's
operations, policies, or practices.
Appointment of James Sulat
Upon the recommendation of the Nominating and Corporate Governance Committee of
the Board (the "Nominating Committee"), the Board appointed James Sulat to serve
as a director of the Company and chairperson of the Audit Committee, effective
January 2, 2021. Mr. Sulat will serve for the term expiring at the Company's
2023 annual meeting of stockholders, and until his successor has been duly
elected and qualified, or until his earlier death, resignation or removal.
Mr. Sulat, 70, served as a member of the board of directors of AMAG
Pharmaceuticals, Inc. from April 2014 to November 2020. From 2009 to 2013, Mr.
Sulat served as Chief Executive Officer and Chief Financial Officer of Maxygen,
Inc., a public biopharmaceutical company, and was a member of Maxygen's board of
directors from 2003 to 2013. From 2005 until 2008, Mr. Sulat served in several
roles of increasing responsibility at Memory Pharmaceuticals Corp., including as
its President and Chief Executive Officer from 2005 to 2008, as its Chief
Financial Officer during 2008, and as a member of its board of directors from
2005 to 2009. Mr. Sulat has served on the board of directors of Arch
Therapeutics, Inc., a public medical device company, since August 2015. Mr.
Sulat served as the chairman of the board of directors for Momenta
Pharmaceuticals, Inc., a public biotechnology company, and as a member of its
audit committee and its nominating and corporate governance committee from 2008
to July 2019. Since 2005, Mr. Sulat has served on the supervisory board of
Intercell AG and, its successor company, Valneva SE, a public European
biotechnology company, and currently serves as chairman of its audit committee.
Mr. Sulat served on the board of directors of Diadexus, Inc., a public
diagnostics company, from January 2015 to June 2016, and on the board of
directors for Tolero Pharmaceuticals, Inc., a private biopharmaceutical company,
from April 2015 to January 2017, until it was acquired by Sumitomo Dainippon
Pharma Co., Ltd. Mr. Sulat received his B.S. in Administrative Sciences from
Yale University. He received his M.B.A. and his M.S. in Health Services
Administration from Stanford University.
Mr. Sulat will be compensated in accordance with the Company's compensation
program for non-employee directors (the "Program") as described in the Company's
definitive proxy statement on Schedule 14A filed by the Company with the
Securities and Exchange Commission on April 21, 2020. Pursuant to the Program,
Mr. Sulat will be paid $35,000 per fiscal year for his service as a director on
the Board and $15,000 per year for his service as chairperson of the Audit
Committee. Mr. Sulat will also be reimbursed for out-of-pocket expenses incurred
in connection with his attendance at Board and committee meetings.
In addition, pursuant to the Program, Mr. Sulat will receive an initial option
grant of 43,386 shares of the Company's common stock with an exercise price
equal to $1.82, the closing price of the Company's common stock on the Nasdaq
Stock Market on January 4, 2021, the first business day following the effective
date of the grant. This option will vest in equal monthly installments over a
three-year period, subject to Mr. Sulat's continued service through the
applicable vesting date.
Mr. Sulat has also entered into the Company's standard indemnity agreement, the
form of which was previously filed by the Company as Exhibit 10.4 to the
Company's Registration Statement on Form S-1 (File No. 333-227475), initially
filed with the Securities and Exchange Commission on September 21, 2018.
There is no arrangement or understanding between Mr. Sulat and any other person
pursuant to which he was selected as a director of the Company, and there is no
family relationship between Mr. Sulat and any of the Company's other directors
or executive officers. Mr. Sulat does not have a material interest in any
transaction that is required to be disclosed under Item 404(a) of Regulation
S-K.
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Item 7.01 Regulation FD Disclosure.
On January 5, 2021, the Company issued a press release announcing the
appointment of Mr. Sulat to the Board and the resignation of Dr. Venkatesan from
the Board.
A copy of this press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K. The information contained in this Item 7.01, including Exhibit
99.1, is being "furnished" and shall not be deemed filed for purposes of Section
18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act")
or otherwise subject to the liability of that section or Sections 11 and 12
(a)(2) of the Securities Act of 1933, as amended. The information in this Item
7.01, including Exhibit 99.1, shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act or into
any filing or other document pursuant to the Exchange Act, except as otherwise
expressly stated in such filing.
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Item 9.01 Financial Statements and Exhibits.
Exhibit
No. Description
99.1 Press release dated January 5, 2021.
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