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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

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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

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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	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

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").
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.
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.
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.
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.
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.
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.
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.