Filing Details

Accession Number:
0000899243-17-022826
Form Type:
4
Zero Holdings:
No
Publication Time:
2017-09-28 21:40:29
Reporting Period:
2017-09-26
Accepted Time:
2017-09-28 21:40:29
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1698530 Max-1 Acquisition Corp XCUR () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1413350 Jay Venkatesan C/O Exicure, Inc.
8045 Lamon Avenue, Suite 410
Skokie IL 60077
Yes No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2017-09-26 190,957 $0.00 190,957 No 4 J Indirect By The Venkatesan-Louizides Trust
Common Stock Acquisiton 2017-09-26 90,192 $0.00 90,192 No 4 J Indirect By Ayer Special Situations Fund I, LP
Common Stock Acquisiton 2017-09-26 52,234 $0.00 52,234 No 4 A Direct
Common Stock Acquisiton 2017-09-26 66,666 $3.00 156,858 No 4 P Indirect By Ayer Special Situations Fund I, LP
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 J Indirect By The Venkatesan-Louizides Trust
No 4 J Indirect By Ayer Special Situations Fund I, LP
No 4 A Direct
No 4 P Indirect By Ayer Special Situations Fund I, LP
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Stock Option (right to buy) Acquisiton 2017-09-26 9,309 $0.00 9,309 $0.65
Common Stock Stock Option (right to buy) Acquisiton 2017-09-26 12,929 $0.00 12,929 $1.03
Common Stock Stock Option (right to buy) Acquisiton 2017-09-26 24,824 $0.00 24,824 $4.21
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
9,309 2024-02-17 No 4 A Direct
12,929 2025-04-28 No 4 A Direct
24,824 2027-01-04 No 4 A Direct
Footnotes
  1. Pursuant to that certain Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of September 26, 2017, by and among the Issuer then known as Max-1 Acquisition Corporation, Max-1 Acquisition Sub, Inc. and the corporation then known as Exicure, Inc. ("Exicure OpCo"), each outstanding share of Exicure OpCo capital stock (other than shares of Series C Preferred Stock of Exicure OpCo) was converted into 0.49649 shares of the Issuer's common stock (the "Conversion Ratio") and each outstanding share of Series C Preferred Stock of Exicure OpCo was converted into 0.7666652 shares of the Issuer's common stock (the "Series C Conversion Ratio").
  2. The Reporting Person is the trustee of the Venkatesan-Louizides Trust (the "Trust") and has voting or dispositive power over the shares held by the Trust.
  3. The Reporting Person is the managing director of the Ayer Special Situations Fund I, LP ("Ayer Fund") and has voting or dispositive power over the shares held by the Ayer Fund.
  4. The Reporting Person disclaims beneficial ownership of the shares of common stock reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
  5. Each option to purchase shares of Exicure OpCo outstanding and unexercised was assumed by the Issuer pursuant to the Merger Agreement and was converted into an option, subject to vesting, to purchase shares of common stock of the Issuer, with the number of shares of the Issuer's common stock underlying such option and the exercises price for such option adjusted to reflect the Conversion Ratio.
  6. This option vested 25% on October 1, 2014, and the remaining 75% vests in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions.
  7. This option vests in 48 substantially equal monthly installments from February 20, 2015, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions.
  8. This option vests in 12 substantially equal monthly installments from January 4, 2017, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions.