XCUR 10-K & 10-Q changes, risk factors and insider trading

In addition to other information contained in this Annual Report on Form 10-K, the following risks should be considered in evaluating our business and future prospects and an investment in our common stock. These disclosures reflect our beliefs and opinions as to factors that could materially and adversely affect us and our securities in the future. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future. The risks and uncertainties described below are not the only ones we face. If any of the following risks and uncertainties develops into actual events, our business, financial condition, results of operations and cash flows could be materially adversely affected. In that case, the price of our common stock could decline and you may lose all or part of your investment.

We require significant capital resources in order to continue to operate our business and conduct our exploration of strategic alternatives, and our limited liquidity could materially and adversely affect our business operations. Because we have no current source of revenue, our current available cash and cash equivalents provide us with very limited liquidity. OurAs of December 31, 2025, our existing cash and cash equivalents arewere sufficientapproximately for$3.7 us to continue to fund our business operations for at least the next 12 months. Any such required additional capital may not be available on reasonable terms, if at all, due to a variety of factors, including uncertainty about the future direction of the Company and investor reaction to our new controlling stockholders and board and management composition, as well as broader conditions in the economy and capital markets, including recent volatility caused by inflation, questions about bank stability and other factors. The Company has already engaged in significant cost reductions, so our ability to further cut costs and extend our operating runway is limited.million.

In March 2024, we notified the issuer of the investment in convertible notes receivable that we were exercising our redemption right with respect to the entire principal amount of the investment in convertible notes receivable after the first anniversary of their issue dates (May 3 and May 16, 2024, respectively) for an aggregate redemption price of $2.090 million (representing the principal amount plus 4.5% per annum yield to the redemption date). Refer to Note 42 - InvestmentSignificant inAccounting Convertible Notes ReceivablePolicies for more details. We attempted to redeem the investment in convertible notes receivable during 2024. However, the issuer of such convertible notes appears to have closed its operations and has not responded to our redemption requests. If we are unable to successfully exercise our redemption right we may be unable to obtain any or all of the redemption price under such convertible notes, or otherwise recognize value from such convertible notes, which may adversely impact our financial condition and prospects. We will continue our redemption attempts, however, it is unlikely these investments will ever be redeemed.

Our controlling stockholders, executive officers and members of our board, have limited experience controlling or governing a public company operating in the United States status.

Our controlling stockholders have not previously controlled a U.S. public company. In addition, noNo members of our board of directors nor our chief executive officer nor chief financial officer have experience serving as directors or management of a U.S. publicly traded company. This could make it difficult to ensure that we comply with all applicable laws and stock exchange requirements, maintains adequate internal and disclosure controls and appropriately assesses and manages risk. This concern is exacerbated by the limited resources we have following prior reductions in force, and if there are further reductions in force or members of management leave the Company, it may be very difficult to manage this risk. The transitional state of the Company and ongoing exploration of strategic alternatives also exacerbates the challenging environment in this respect. If the board of directors does not successfully or efficiently manage their roles and responsibilities, including the significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of investors, our prospects may be adversely impacted.

As we continue our exploration of strategic alternatives, and potentially pursue transactions involving new business lines or industries, we may experience additional turnover in our board and senior management. Departures of our senior management team and board members have created, and will create if they continue, significant continuity risks and challenges to our ability to operate our business, assess and manage risks and comply with applicable laws. If key members of our senior management team depart, it will be important that we attract and retain qualified managers promptly and develop and implement an effective succession plan. We expect to face significant competition in attracting experienced executives and other key personnel, and there can be no assurance that we will be able to do so. In addition, there are significant uncertainties as to how our controlled status, transitional state of operations, financial condition and related matters will impact our ability to attract the necessary personnel and manage these succession risks. Depending on the circumstances of any management departures, it is also possible that we will be required to pay significant severance, adversely impacting our financial condition. Our need to raise capital and engage with potential partners in strategic transactions magnify these risks. If we are unable to adequately address these concerns in the near term and earn the confidence of potential investors and/or business partners, our prospects and financial condition would be adversely impacted.

Our common stock is currently listed on Nasdaq under the symbol “XCUR.” As previously disclosed, we have received numerous deficiency notices with respect to various Nasdaq listing requirements in the past yearyears. andMost recentlyrecently, on May 21, 2025, the Company received a delistingdelinquency determinationnotification from Nasdaq that it had not filed its Form 10-Q for the Nasdaqperiod staff.ended TheseMarch related31, to:2025. The Company became compliant upon filing its Form 10-Q for the period ended March 31, 2025 on June 27, 2025.

If Nasdaq suspends or delists our securities from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant negative consequences includingincluding, but not limited to:

Our current operations are located in our facilities situated in Chicago,Redwood Illinois.City, California. On January 29, 2026, we received a payment demand letter and notice of default from Dren Bio Management, Inc. (formerly known as Dren Brio, Inc.) (“Dren Bio”) whereby Dren Bio notified us that an event of default has occurred under the sublease for failure to make rent payments and related late charges and interest and demanded that we immediately pay the past due rent and late charges and interest. On March 3, 2026,we received a Three Day Notice to Pay Rent or Quit from Dren Bio demanding payment of unpaid rent payments of approximately $0.7 million or in the alternative quit and deliver up possession of the premises. Following receipt of such notice, we did not remit a payment and on March 9, 2026, Dren Bio filed a Complaint for Unlawful Detainer against GPCR USA in the Superior Court of California, County of San Mateo,seeking restitution of possession of the premises and forfeiture of the sublease and the unpaid rent payments of approximately$0.7 million, damages and attorney’s fees.We are currently reviewing the complaint and evaluating our available defenses and potential responses. Any unplanned event, such as flood, fire, explosion, earthquake, extreme weather condition, medical epidemics, power shortage, telecommunication failure or other natural or man-made accidents or incidents that result in us being unable to fully utilize the facilities, may have a material adverse effect on our ability to operate our business, particularly on a daily basis, and have significant negative consequences on our financial and operating conditions. Loss of access to these facilities may result in increased costs, delays in the development of our therapeutic candidates or interruption of our business operations. As part of our risk management policy, we maintain insurance coverage at levels that we believe are appropriate for our business. However, in the event of an accident or incident at these facilities, we cannot assure you that the amounts of insurance will be sufficient to satisfy any damages and losses. If our facilities are unable to operate because of an accident or incident or for any other reason, even for a short period of time, any or all of our research and development programs may be harmed. Any business interruption may have a material adverse effect on our business, financial position, results of operations and prospects.

Management identified material weaknesses in the Company’s internal control over financial reporting and restated its unaudited interim condensed consolidated financial statements for the first quarter and second quarter unauditedof interim condensed consolidated2023 via Forms 10-Q/A.A filed in June 2024. As a result of the restatement, we have incurred, and may continue to incur, unanticipated costs for accounting and legal fees in connection with, or related to, such restatement. In addition, such restatement could subject us to a number of additional risks and uncertainties, including the increased possibility of legal proceedings and inquiries, sanctions or investigations by the SEC or other regulatory authorities. Any of the foregoing may adversely affect our reputation, the accuracy and timing of our financial reporting, or our business, results of operations, liquidity and financial condition, or cause stockholders, investors, members and customers to lose confidence in the accuracy and completeness of our financial reports or cause the market price of our common stock to decline.

HiTron beneficially owns approximately 53%25% of the outstanding shares of Common Stock.Stock and exercises significant influence over us. CBI USA, Inc. (“CBI USA”) and DGP Co., Ltd. (“DGP”), also Korean companies, collectively own approximately 9%10% of outstanding Common Stock and exercise significant influence over us.Stock. We previously had been a “controlled company” under the corporate governance rules for Nasdaq-listed companies. We obtained a majority independent board based on the phase-in requirements for companies after they lose “controlled company” status. Due to the recent change in control, the majority of our board members and management are directly affiliated with HiTron. Investors may be hesitant to invest in the Company given the influence of HiTron, CBI and DGP. In addition, should the interest or interests of our controllingsignificant stockholders differ from those of other stockholders, the other stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance rules for Nasdaq-listed companies.

Additionally, it is possible we could pursue strategic or financing transactions with our controllingsignificant stockholders or their affiliates. The interests of the controllingsignificant stockholders and other stockholders would diverge in this case, and the lack of an independent board to evaluate such a transaction could adversely impact other stockholders. These conflicts of interest (or the perception that they could occur) might adversely affect our business and prospects for obtaining financing or completing a strategic transaction.

For so long as CBIHiTron USA and DGP ownowns a significant stake,stake in the Company, they (and/or their transferees) will have substantial controlinfluence over the elections of our directors and tothe approveapproval of any other corporate action requiring the affirmative vote of holders of a majority of the outstanding shares of our Common Stock. This could deter investment in the Company and adversely impact our stock price and ability to obtain financing. These impacts may be more pronounced in the near term as investors assess the direction of the Company under the controlsignificant influence of HiTron, CBI USA and DGP and the actions of the new board and management. DGP’s recently announced agreement to sell its shares to a third party could also deter investment as it creates uncertainty as to the transferee’s intentions with respect to the Company. If DGP’s sale is completed, the third party transferee would become the Company’s largest stockholder.DGP.

Potential partners considering engaging in a strategic transaction with the Company could have similar concerns. Given our urgent need for additional funding and/or to complete a strategic transaction, it is imperative that our controllingsignificant stockholders and our board and management earn the confidence of investors and potential partners in the near term and there is no assurance this will occur.

•investors may react negatively to our controlled status and the influence of our controllingsignificant stockholderstockholders and/or our reconstituted board and/or the uncertainty in our uncertain business strategy;

•we are unable to achieve the perceived benefits of our Company as rapidly or to the extent anticipated by financial or industry analysts; and

•changes in general economic, industry, political and market conditions, including, but not limited to, thea ongoingpotential impactshutdown of the COVID-19US pandemic.federal government; and

In addition, the stock markets in general, and the markets for pharmaceutical and biotechnology stocks in particular, have experienced extreme volatility that has been often unrelated to the operating performance of the issuer. These broad market and industry factors, such as those related to the COVID-19 pandemic, Russia’s invasion of Ukraine, and the Israel/Hamas war and retaliatory actions taken by the United States, NATO and others, may seriously harm the market price of our common stock, regardless of our operating performance.

Provisions in our amended and restated certificate of incorporation, as amended, and our bylaws may delay or prevent an acquisition of us or a change in our management. These provisions include a classified board of directors, a prohibition on actions by written consent of our stockholders, and the ability of the Board of Directors of the Company, or the Board, to issue preferred stock without stockholder approval. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, or DGCL, which prohibits stockholders owning in excess of 15% of the outstanding combined organization voting stock from merging or combining with the combined organization. Although we believe these provisions collectively will provide for an opportunity to receive higher bids by requiring potential acquirers to negotiate with our Board, they would apply even if the offer may be considered beneficial by some stockholders. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove then-current management by making it more difficult for stockholders to replace members of the Board, which is responsible for appointing the members of management.

Our amended and restated certificate of incorporation provides that, unless we consent in writing to an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any of the following types of actions or proceedings under Delaware statutory or common law: derivative action or proceeding brought on our behalf, any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, any action asserting a claim arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws or any action asserting a claim that is governed by the internal affairs doctrine, in each case subject to the Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. This provision would not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, or any other claims for which a court or forum other than the Court of Chancery has exclusive jurisdiction or for which the Court of Chancery does not have subject matter jurisdiction. Furthermore, Section 22 of the Securities Act of 1933, as amended, or the Securities Act, creates concurrent jurisdiction for federal and state courts over all Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. Our amended and restated certificate of incorporation also provides that any person purchasing or otherwise acquiring any interest in any shares of our common stock shall be deemed to have notice of and to have consented to this provision of our amended and restated certificate of incorporation.

As of December 31, 2023, we determined that we ceased operations of our historical business enterprise which subjects us to a zero limitation as defined under IRC Section 382(c). Therefore, we are restricted in our ability to use any of the historical net operating losses that occurred before the most recentprior ownership change in the fourth quarter of 2022.

Historically, we have been an early-stage biotechnology company focused on developing nucleic acid therapies targeting ribonucleic acid against validated targets. In September 2022, we announced a significant reduction in force, suspension of preclinical activities and halting of all research and development, and that we were exploring strategic alternatives to maximize stockholder value. In February 2024, we receivedentered an upfront payment of $500,000 frominto a licensing agreement for patents related to one of our historical drug candidates, and received a small, one-time payment and an entitlement to only modest royalties on future sales of the licensed technology that we dowas not believe will be material. InWe thethen secondsold quarter, we recognized other incomesome of $637,000 from the sale of ourits samples related to the licensed product. InAlso thein third quarter,2024, we soldentered into an Asset Purchase Agreement with Flashpoint Therapeutics, Inc. to sell our historical biotechnology intellectual property and other assets (including the licensing agreement described above) pursuant to the purchasepurchaser. agreementAny value we may generate from our historical biotechnology intellectual property and recognized other incomeassets will be primarily through royalties and license fees that we may receive in the future under the Asset Purchase Agreement. However, whether we receive any royalties or licenses fees, and the amounts and timing thereof, are uncertain and out of $1,500,000.our We continue to engage in a broader exploration of strategic alternatives. This effort involves exploring growth through transactions with potential partners that see opportunity in joining an existing, publicly-traded organization.control.

WhileWe the foregoing efforts are continuing, with respectcontinue to our historical assets, we do not expect they will generate significant value for stockholders. Therefore, we are engagingengage in a broader exploration of strategic alternatives.alternatives, including but not limited to private company acquisitions, raising additional capital, strategic partnerships, some combination of these, and other arrangements that are in management’s view worth exploring. We obtained significant financing late in 2024 in order to continue operations and our exploration of strategic alternatives and consummate any transactions that we may identify.

Nasdaq Listing Requirements Deficiency NoticesCompliance

As previously disclosed, we have received numerous deficiency notesnotices with respect to various Nasdaq listing requirements in the past year. TheseMost relatedrecently, to:on May 21, 2025, the Company received a delinquency notification from Nasdaq that it had not filed its Form 10-Q for the period ended March 31, 2025. The Company became compliant upon filing its Form 10-Q for the period ended March 31, 2025 on June 27, 2025.

Even ifthough we regainsregained compliance with Nasdaq’s listing requirements and addresses the outstanding deficiency notices to Nasdaq’s satisfaction,requirements, there can be no assurance that we will remain in compliance with Nasdaq’s requirements and will not be delisted.delisted in the future.

There was no revenue for the year ended December 31, 2025. For the year ended December 31, 2024, the Company’s revenue was generated from a patent license agreement to develop cavrotolimod for potential treatment for hepatitis with a private clinical stage biopharmaceutical company. Under the terms of the agreement, this biopharmaceutical company received an exclusive license in the field of hepatitis to all of the Company’s relevant patents. We have never generated any commercial product revenue and do not expect to generate any product revenue in the near term.

•early researchResearch and development expense consisted of costs associated with GPCR USA’s research activities, including clinical development expenses incurred under arrangements with third parties,parties such as contract research organizations,organization, contract manufacturing organizations,costs and consultants;services to complete its Phase 2 clinical trial, and employee-related expenses, including salaries, bonuses, and benefits.

General and administrative expense consists primarily of salaries and related benefits, including equity-based compensation, related to our executive, finance, legal, business development and support functions. Other general and administrative expenses include travel expenses, professional fees for auditing, tax and legal services and allocated facility-related costs not otherwise included in research and development expenses.costs.

The Company sold samples of its clinical products during the second quarter of 2024 to a private clinical stage biopharmaceutical company. In the fourth quarter,quarter of 2024, the Company sold certain assets pursuant to the purchase agreement with the Purchaser.purchaser.

On February 5, 2024, the Company entered into a patent license agreement to develop cavrotolimod for potential treatment for hepatitis with a private clinical stage biopharmaceutical company. Under the terms of the agreement, this biopharmaceutical company received an exclusive license in the field of hepatitis to all of the Company’s relevant patents. $500,000A total of $0.5 million was paid to the Company after the execution of this agreement.

Research and development expense was $0$3.3 million for the year ended December 31, 2024,2025, a $1.4$3.3 million decreaseincrease from the year ended December 31, 2023.2024. The Company incurred research and development expense in 2025 after the acquisition of GPCR USA. In 2022, the Company suspended its clinical, preclinical, and discovery program activities and reduced headcount as it began exploring strategic alternatives in April 2023.2023 Asand astopped result,recording afterany research and development expenses until the acquisition of GPCR USA in the first quarter of 2023, the Company determined it was no longer appropriate to record any research and development expenses.2025.

The increase of $0.6$1.6 million for the year ended December 31, 2024 was due to accruals recorded for the amount of the unsatisfied self-insured retainer and legal defense costs related to the securities litigation lawsuit.

This loss for the year ended December 31, 2024 resulted from the impairment analysis of the Company’s right-of-use asset related to its office lease.

Loss from sale or disposal of property and equipment

Other Incomeincome and expense

The Company sold samples of its clinical products during the second quarter of 2024 to a private clinical stage biopharmaceutical company. OnDuring Septemberthe 27,third quarter of 2024, the Company entered into and closed the sale ofsold certain assets pursuant to thea purchase agreement withfor $1.5 million to the Purchaser.purchaser The assets sold to Purchaser includefor the Company’s historical biotechnology intellectual property and other assets and included spherical nucleic acid-related technology, research and development programs, and clinical assets (the “Acquired Assets”) to the Purchaser as described in the purchase agreement. The Company will receive gross proceeds of $1,500 from the sale of the Acquired Assets.assets.

As of MarchJune 31,30, 2026, our cash and cash equivalents were approximately $2.6$1.7 million.million, compared to approximately $3.7 million as of December 31, 2025. The decrease primarily reflects cash utilized to fund operating activities, support GPCR USA’s clinical development activities and satisfy public company compliance obligations. Our current liquidity may not be sufficient to fund operations for the next 12 months. As a result, there is substantial doubt about our ability to continue as a going concern. Additional financing will be needed to fund our ongoing operations and exploration of strategic alternatives and pursue any alternatives that we identify. Management continues to evaluate potential equity financings, strategic transactions, partnering opportunities and other capital-raising alternatives. If we are unable to raise capital, the Company could seek bankruptcy protection and/or cease operations, which may result in our stockholders receiving no or very little value in respect of their shares of our common stock.

As previously disclosed, we have received numerous deficiency notices with respect to various Nasdaq listing requirements in the past year. Most recently, On May 28, 2026, the Company received a notice from Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rules as a result of the delayed filing of its Quarterly Report on Form 10-Q for the period March 31, 2026. On May 29, 2026, the Company filed its Form 10-Q for the period ended March 31, 2026.2026, Theand on June 5, 2026, the Company isreceived workinga diligentlyformal tonotice completefrom andNasdaq fileconfirming that the FormCompany 10-Qhad as soon as practicable in order to regainregained compliance with the applicable Nasdaq listing requirements.requirement and that this matter was officially closed.

Even though we regained compliance with Nasdaq’s listing requirements, thereThere can be no assurance that we will remain in compliance with Nasdaq’s requirements and will not be delisted in the future.

Comparison of the Threethree Monthsmonths Endedended MarchJune 31,30, 2026 and 2025

The following table summarizes the results of our operations for the three months ended MarchJune 31,30, 2026 and 2025:

Research and development expense was $0.3$0.17 million for the three months ended MarchJune 31,30, 2026, reflecting a decrease of $0.5$0.76 million, or 61%81% from research and development expense of $0.8$0.93 million for three months ended MarchJune 31,30, 2025. The Company incurred research and development expense in 2025 after the acquisition of GPCR USA; however, the Company significantlytemporarily reduceddeferred itscertain operating expenses, including research and development expense, during the three months ended MarchJune 31,30, 2026 pending the Company’s restructuring and reorganization.

General and administrative expense was $1.3$0.09 million for the three months ended MarchJune 31,30, 2026, representing a decrease of $0.9$0.63 million or 42%,41%, from $2.2$1.51 million for the three months ended MarchJune 31,30, 2025. The decrease for the three months ended MarchJune 31,30, 2026 was dueprimarily attributable to thereduced decreasedheadcount, numberlower ofpayroll-related full time employeescosts and reduced expenditures on professional services comparedand tocorporate theadministration same prior-year quarter.activities.

The Company recognized a loss of $188,000$52,000 related to the change in the fair value of its contingent liability for the three months ended MarchJune 31,30, 2026, compared to $136,000$159,000 in the comparative period in 2025.

For the three months ended MarchJune 31,30, 2026, the Company did not have any dividend and interest income, and had interest income of $11,000, whereas the Company reported dividend income of $27,000$52,000 and interest income of $5,000$4,000 for the three months ended MarchJune 31,30, 2025. In addition, the Company recognized a gain on settlement of accounts payable of $191,000 for the three months ended March 31, 2025.

Since our inception, we have incurred significant operating losses. We generated limited revenue from our collaboration agreements, which have since been terminated. We have funded our operations to date with proceeds received from equity financings and payments received in connection with collaboration agreements, which have since been terminated. Currently we are exploringevaluating strategic alternatives and generatingdid limitednot revenue.generate revenue during the six months ended June 30, 2026. As of MarchJune 31,30, 2026, our cash and cash equivalents were $2.6$1.7 million.

We incurred net loss of approximately $1.8$2.9 million for the threesix months ended MarchJune 31,30, 2026 and net income of $3.0$0.4 million for the threesix months ended MarchJune 31,30, 2025. We expect to incur significant expenses and negative cash flows for the foreseeable future.

The following table shows a summary of our cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025:

Net cash used in operating activities was $1.1 million and $1.6 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The decrease in cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 of2026of $0.5 million was due to the Company’s reduced spending and reduced number of employees, to conserve cash during the restructuring and reorganization.

Net cash used in investing activities was $0.0 million and $2.1 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The cash used by investing activities of $2.1 million for the prior year was due to the purchase of GPCR USA. The Company did not have any investing activities for the current year.

Net cash provided by financing activities was $0.0 million and $1.6 million for threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The $1.6 million provided by financing activities in the prior year is due to the funds received from the common stock purchase agreements during the threesix months ended MarchJune 31,30, 2025. The Company did not have any financing activities during the threesix months ended MarchJune 31,30, 2026.

•the results of our exploration of strategic alternatives, including any potential transactions;

•the results of any future or pending litigation against the Company;

•the extent to which we encounter increased costs as a result of global and macroeconomic conditions, including rising inflation and interest rates, supply chain disruptions, fluctuating exchange rates, and increases in commodity, energy and fuel prices; and unknown legal, administrative, regulatory, accounting, and information technology costs as well as additional costs associated with operating as a public company.