Share Issuance and Financial Transactions - The Company has agreed to issue 43,333 shares of common stock at a price of $3.00 per share, totaling approximately $130,000[2] - The proceeds from the share purchase will be used for general corporate purposes and business development[11] - The Company is required to obtain Stockholder Approval for the transactions contemplated in the agreement[19] - The shares issued will be validly issued, fully paid, and nonassessable, free from any liens or encumbrances[21] - The Closing Date will occur as soon as regulatory approvals are obtained and conditions are satisfied[6] - The Company does not have any outstanding options or rights to purchase additional shares, except as disclosed in recent reports[23] - The Company will execute additional documents as necessary to consummate the transactions outlined in the agreement[10] - The Shares are being offered in a private placement and have not been registered under the Securities Act, meaning they cannot be resold without an effective registration statement or applicable exemption[50] - The Purchaser and its Affiliates beneficially own no shares of capital stock of the Company as of the date hereof, excluding the Shares or the First Tranche Shares[51] - The Purchaser acknowledges that the Shares will be acquired for its own account and not with a view to resale or distribution in violation of the Securities Act[56] - The Purchaser has the knowledge and experience in business and financial matters to evaluate the merits and risks of the investment in the Shares[57] - The Purchaser must provide an opinion of counsel to the Company for any transfer of Shares not pursuant to an effective registration statement or Rule 144[75] - The Lock-Up Period for the Purchasers is set at 90 days post-Closing Date, during which they cannot sell or transfer shares without prior written consent from the Company[65] - The Company may impose stop-transfer instructions on the Purchaser's shares to enforce the Lock-Up covenant[66] - The Purchasers will be entitled to designate directors proportional to their equity ownership of shares of Common Stock, provided they comply with Nasdaq Listing Rules[67] Corporate Compliance and Governance - The Company has filed all required reports with the SEC since January 1, 2023, ensuring compliance with the Exchange Act[25] - The Board of Directors has unanimously determined that the agreement is fair and in the best interests of the Company and its stockholders[4] - The Company is in good standing under Delaware law and has the requisite corporate power to conduct its business[18] - The Company has established a system of internal accounting controls to ensure transactions are executed in accordance with management's authorization[29] - The Company is in compliance with all provisions of the Sarbanes-Oxley Act of 2002[30] - The Company has maintained insurance covering its properties and operations, which is ordinary and customary for comparable companies[32] - The Company has paid all material taxes required through the date hereof, except for those being contested in good faith[31] - Since January 1, 2023, the Company has operated in compliance with applicable privacy and data protection laws[35] - The Company has not experienced any actual security incidents resulting in unauthorized access to personal data since January 1, 2023[35] - The Company has not been subject to any material litigation that could have a Material Adverse Effect[39] - There has been no material adverse change in the Company's financial condition or operating results since December 31, 2023[36] - The Company has not declared or paid any dividends or made any distributions on its capital stock since December 31, 2023[36] Indemnification and Liability - The Company agrees to indemnify Purchaser Indemnitees against all losses, liabilities, claims, damages, costs, fees, and expenses arising from the Company's breach of any representation, warranty, or covenant[76] - The indemnification provisions are the sole and exclusive remedy for Purchasers and Purchaser Indemnitees, except for actions seeking specific performance or in cases of fraud[82] - For six years post-Closing, the Company will indemnify current directors, officers, and employees against losses related to their service prior to the Closing[83] - The Company will maintain provisions in its bylaws regarding the elimination of liability and indemnification for directors and officers for at least six years after the Closing[84] - The Company must obtain non-cancellable D&O Insurance for a claims reporting period of at least six years post-Closing, with terms no less favorable than existing policies[85] - If the Company merges or consolidates, successors must assume the obligations set forth in the indemnification section[88] - The rights of Indemnified Persons under the indemnification section are in addition to any rights under the Company's bylaws or applicable law[89] Agreement Provisions - The agreement stipulates that any amendments or waivers require written consent from both the Company and the Purchasers[108] - The agreement is governed by the laws of the State of Delaware, with exclusive jurisdiction in the Delaware Chancery Court[114] - The agreement allows for electronic delivery of signed counterparts, which are considered valid[115] - The Company may not assign the agreement without prior written consent from the Purchaser, except in certain business combination scenarios[110] - The agreement includes provisions for adjustments in share numbers and prices due to stock splits or similar events[117] Company Information - The Company is located at 2430 N. Halsted St., Chicago, IL 60614, with Paul Kang as the President and CEO[107] - The Purchaser's email contact is andy.yoo@balancers.co.kr, and the attention is directed to Andy Yoo, CEO[121] - The Purchaser's address is 99-13 Masan-gil, Miyang-myeon, Anseong-si, Gyeonggi-do, Korea 17601[121] - HiTron Systems Inc. purchased 2,900,000 shares for a total of $8,700,000[121]
Exicure(XCUR) - 2024 Q3 - Quarterly Results