0000899243-17-022831.txt : 20170928 0000899243-17-022831.hdr.sgml : 20170928 20170928214205 ACCESSION NUMBER: 0000899243-17-022831 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170926 FILED AS OF DATE: 20170928 DATE AS OF CHANGE: 20170928 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Giljohann David A CENTRAL INDEX KEY: 0001697932 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55764 FILM NUMBER: 171108854 MAIL ADDRESS: STREET 1: 8045 LAMON AVENUE, SUITE 410 CITY: SKOKIE STATE: IL ZIP: 60077 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Max-1 Acquisition Corp CENTRAL INDEX KEY: 0001698530 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 815333008 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 BUSINESS ADDRESS: STREET 1: 2255 GLADES RD., SUITE 324A CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: (561) 989-2208 MAIL ADDRESS: STREET 1: 2255 GLADES RD., SUITE 324A CITY: BOCA RATON STATE: FL ZIP: 33431 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-09-26 0 0001698530 Max-1 Acquisition Corp XCUR 0001697932 Giljohann David A C/O EXICURE, INC. 8045 LAMON AVENUE, SUITE 410 SKOKIE IL 60077 1 1 0 0 Chief Executive Officer Common Stock 2017-09-26 4 P 0 16666 3.00 A 16666 D Employee Stock Option (right to buy) 0.65 2017-09-26 4 A 0 24824 0.00 A 2016-11-20 2022-11-20 Common Stock 24824 24824 D Employee Stock Option (right to buy) 0.65 2017-09-26 4 A 0 24824 0.00 A 2016-12-31 2022-12-31 Common Stock 24824 24824 D Employee Stock Option (right to buy) 0.65 2017-09-26 4 A 0 248372 0.00 A 2024-01-29 Common Stock 248372 248372 D Employee Stock Option (right to buy) 1.03 2017-09-26 4 A 0 347543 0.00 A 2025-04-28 Common Stock 347543 347543 D Employee Stock Option (right to buy) 1.98 2017-09-26 4 A 0 709145 0.00 A 2025-11-24 Common Stock 709145 709145 D Employee Stock Option (right to buy) 4.21 2017-09-26 4 A 0 496489 0.00 A 2027-01-04 Common Stock 496489 496489 D 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"). 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 January 29, 2015, 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 48 substantially equal monthly installments from November 24, 2015, 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 December 15, 2016, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions Ex. 24.1 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24.1 to the Form 3 filed by the Reporting Person on September 28, 2017) /s/ David Snyder, attorney-in-fact 2017-09-28