Exicure notice of special meeting

 PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION, DATED NOVEMBER 22, 2024

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Exicure, Inc.

2430 N. Halsted Street

Chicago, Illinois 60614

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], [●], 2024

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To the stockholders of Exicure, Inc.:

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the “Special Meeting”) of Exicure, Inc., a Delaware corporation (the “Company”), will be held virtually and exclusively online via a live audio-only webcast on [●], [●], 2024, at [●] Central Time. The Special Meeting is being held for the following purpose:

1.To approve the issuance of 2,900,000 shares of Common Stock pursuant to a Common Stock Purchase Agreement with HiTron Systems Inc., which would result in a “change of control” of the Company under the applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”). We refer to this proposal as the “Purchase Agreement Proposal” or “Proposal 1.”

2.To approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposal. We refer to this proposal as the “Adjournment Proposal” or “Proposal 2.”

3.To conduct any other business properly brought before the Special Meeting or any adjournments or postponements thereof.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

You will be able to attend the Special Meeting online, submit your questions during the Special Meeting and vote your shares electronically during the meeting by visiting [●]. Because the Special Meeting is being conducted electronically, you will not be able to attend the Special Meeting in person.

The record date for the Special Meeting is [●], 2024. Only stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournments or postponements thereof. To participate in and vote at the Special Meeting, stockholders will need the unique 16-digit control number (printed in the box marked by the arrow) in their proxy card. A list of stockholders as of the record date will be accessible electronically during the Special Meeting at [●] when you enter your 16-digit control number.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [●], 2024:

This Notice and the Proxy Statement are available at [●].

Your vote is very important. Whether or not you attend the Special Meeting virtually, it is important that your shares be represented. You may vote your proxy by telephone or through the Internet, or by completing and returning the proxy card mailed to you. Voting instructions are provided in the accompanying Proxy Statement. If you participate virtually in the Special Meeting, you may vote at that time, even if you previously submitted your vote. Even if you plan to participate in the Special Meeting, we urge you to vote as soon as possible over the Internet, by telephone or by mail as described in the Proxy Statement.

By Order of the Board of Directors,

_/s/ Paul Kang_________________

Paul Kang

Chief Executive Officer and President

Chicago, Illinois

[●], 2024

https://www.sec.gov/Archives/edgar/data/1698530/000169853024000121/exicureprelimproxy-special.htm