As filed with the Securities and Exchange Commission on July 11, 2022

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

EXICURE, INC.
(Exact name of registrant as specified in its charter)

Delaware 81-5333008
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

2430 N. Halsted St.

Chicago, IL 60614
(847) 673-1700
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)

Corporation Service Company

251 Little Falls Drive
Wilmington, DE 19808
(866) 403-5272
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Courtney T. Thorne
Marc A. Recht
Cooley LLP
500 Boylston Street
Boston, Massachusetts 02116
(617) 937-2300

From time to time after the effective date of this Registration Statement
(Approximate date of commencement of proposed sale to the public)

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to
Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
 The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment
that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. The Selling Stockholders may not sell these securities or
accept an offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective.
This prospectus is not an offer to sell these securities, and it is not soliciting offers to buy these securities in any jurisdiction where
such offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 11, 2022

PROSPECTUS

867,369 Shares
Common Stock Offered by the Selling Stockholders
This prospectus relates to the resale from time to time of up to 867,369 shares of common stock, par value $0.0001 per share, of Exicure, Inc. (the
“Common Stock”) by the selling stockholders identified in this prospectus (the “Selling Stockholders”), including their respective pledgees, assignees, donees,
transferees or successors-in-interest. We will not receive any proceeds from the sale of the shares offered by this prospectus, however, we have agreed to pay
the registration expenses relating to such shares of Common Stock.

We have agreed, pursuant to a registration rights agreement that we have entered into with the Selling Stockholders, to bear all of the registration
expenses incurred in connection with the registration of these shares of Common Stock. The Selling Stockholders will pay or assume discounts, commissions,
fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of these shares of our Common Stock.

The Selling Stockholders identified in this prospectus, or their respective pledgees, assignees, donees, transferees or successors-in-interest, may offer
the shares from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this
prospectus under the caption “Plan of Distribution.” The shares may be sold at fixed prices, at prevailing market prices, at prices related to prevailing market
prices or at negotiated prices. For more information on the Selling Stockholders, see the section entitled “Selling Stockholders” on page 7.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire
prospectus and any amendments or supplements carefully before you make your investment decision.

Our Common Stock is traded on the Nasdaq Capital Market under the symbol “XCUR.” On July 7, 2022, the last reported sale price of our Common
Stock was $2.02 per share.

We are an “emerging growth company” under applicable Securities and Exchange Commission rules and, as such, have elected to comply with certain
reduced public company disclosure requirements for this prospectus and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth
Company and a Smaller Reporting Company.”

Investing in our Common Stock involves a high degree of risk. You should carefully read and consider the section entitled “Risk Factors” on page
5 and the risk factors included in our periodic reports filed with the Securities and Exchange Commission (“SEC”), in any applicable prospectus
supplement and in any other documents we file with the SEC.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is , 2022.

 TABLE OF CONTENTS

Page
ABOUT THIS PROSPECTUS i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ii
PROSPECTUS SUMMARY 1
RISK FACTORS 5
USE OF PROCEEDS 6
SELLING STOCKHOLDERS 7
PLAN OF DISTRIBUTION 9
LEGAL MATTERS 11
EXPERTS 11
WHERE YOU CAN FIND MORE INFORMATION 11
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 12

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 ABOUT THIS PROSPECTUS

We urge you to read carefully this prospectus, together with the information incorporated herein by reference as described under the heading “Where You
Can Find Additional Information,” before buying any of the securities being offered.

You should rely only on the information contained or incorporated by reference in this prospectus and the applicable prospectus supplement or in any
amendment to this prospectus. Neither we nor the Selling Stockholders have authorized anyone to provide you with different information, and if anyone
provides, or has provided you, with different or inconsistent information, you should not rely on it. The Selling Stockholders are offering to sell, and seeking
offers to buy, shares of our Common Stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus, as well as
the information filed previously with the SEC, and incorporated herein by reference, is accurate only as of the date of the document containing the information,
regardless of the time of delivery of this prospectus or any applicable prospectus supplement or any sale of our Common Stock.

A prospectus supplement may add to, update or change the information contained in this prospectus. You should read both this prospectus and any
applicable prospectus supplement together with additional information described below under the heading “Where You Can Find Additional Information.”

In this prospectus, references to “Exicure,” the “Company,” the “registrant,” “we,” “us,” and “our” refer to Exicure, Inc., a Delaware corporation, and,
where appropriate, its subsidiary. The phrase “this prospectus” refers to this prospectus and any applicable prospectus supplement, unless the context requires
otherwise.

We effected a reverse stock split of our Common Stock at a ratio of 1-for-30 as of 5:00 p.m. Eastern Time on June 29, 2022. No fractional shares were
issued in connection with the reverse stock split. Stockholders of record who would otherwise be entitled to receive a fractional share received a cash payment
in lieu thereof. All information presented in this prospectus, unless otherwise indicated herein, assumes a 1-for-30 reverse stock split of our outstanding shares
of Common Stock, and unless otherwise indicated, all such amounts and corresponding conversion price or exercise price data set forth herein have been
adjusted to give effect to such assumed reverse stock split.

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 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and any applicable prospectus supplement or free writing prospectus, including the documents incorporated by reference herein and
therein, contain forward-looking statements. These are based on our management’s current beliefs, expectations and assumptions about future events,
conditions and results and on information currently available to us. Discussions containing these forward-looking statements may be found, among other
places, in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
contained in the documents incorporated by reference herein.

Any statements in this prospectus, or incorporated herein, about our expectations, beliefs, plans, objectives, assumptions or future events or performance
are not historical facts and are forward-looking statements. Within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”)
and Section 21E of the Securities Exchange Act of 1934, as amended (“the Exchange Act”), these forward-looking statements include statements regarding:

• our expectations regarding the impact of the ongoing COVID-19 pandemic including the expected duration of disruption and immediate and long-
term delays, interruptions or other adverse effects to clinical trials, patient enrollment and clinical activation, delays in regulatory review, preclinical
research and development (“R&D”), collaboration and partnership programs, manufacturing and supply chain interruptions, adverse effects on
healthcare systems and disruption of the global economy overall, and the overall impact of the COVID-19 pandemic on our business, financial
condition and results of operations;

• the initiation, timing, progress and results of our current and future preclinical studies, clinical trials, collaboration and partnership programs, and the
R&D programs we are pursuing or may pursue;

• our ability to advance our product candidates into, and successfully complete, clinical trials;

• the timing and likelihood of regulatory filings for our current and future product candidates including any Investigational New Drug (“IND”),
application, Investigational Medicinal Product Dossier (“IMPD”), Clinical Trial Application (“CTA”), New Drug Application (“NDA”), or other
regulatory submissions;

• our ability to obtain and maintain regulatory approval of our product candidates in the indications for which we plan to develop them, and any related
restrictions, limitations or warnings in the label of an approved drug or therapy;

• the status of clinical trials, development timelines and discussions with regulatory authorities related to product candidates under development by us
and our collaborators;

• our ability to identify and develop therapeutic candidates for treatment of additional disease indications;

• the commercialization of any approved therapeutic candidates;

• our ability to obtain additional funding for our operations;

• our ability to obtain and maintain intellectual property protection for our technologies and therapeutic candidates and our ability to operate our
business without infringing the intellectual property rights of others;

• our expectations regarding our ability to attract and retain qualified key management and technical personnel;

• the impact of government laws and regulations as well as developments relating to our competitors or our industry; and

• other risks and uncertainties, including those listed under the caption “Risk Factors” in our most recent Annual Report on Form 10-K, our most recent
Quarterly Report on Form 10-Q, and other filings we make with the SEC.

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 In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “intend,” “should,” “could,” “would,” “expect,” “plan,”
“anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “continue,” “likely,” and similar expressions (including their use in the negative) intended
to identify forward-looking statements. These forward-looking statements reflect our current views with respect to future events and are based on assumptions
and subject to risks and uncertainties. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We discuss
many of these risks in greater detail under the heading “Risk Factors” in our SEC filings, and may provide additional information in any applicable prospectus
supplement. Also, these forward-looking statements represent our estimates and assumptions only as of the date of the document containing the applicable
statement.

We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements. Unless required by law, we undertake no
obligation to update or revise any forward-looking statements to reflect new information or future events or developments. Thus, you should not assume that
our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. Before deciding to purchase our
Common Stock, you should carefully consider the risk factors incorporated by reference herein, in addition to the other information set forth in this prospectus
and in the documents incorporated by reference herein.

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 PROSPECTUS SUMMARY

This summary highlights important features of this offering and the information included or incorporated by reference in this prospectus. This
summary does not contain all of the information you should consider before investing in our Common Stock. You should carefully read this prospectus, any
applicable prospectus supplement and the information incorporated by reference in this prospectus and any applicable prospectus supplement before you
invest in our Common Stock.

Company Overview

We are an early-stage biotechnology company developing nucleic acid therapies targeting ribonucleic acid against validated targets to neurological
disorders and hair loss. Our team includes a diverse scientific group with expertise in nucleic acid chemistry, drug development and neuroscience.
Headquartered in Chicago, Illinois, we conduct our discovery and development efforts in-house with a dedicated 30,000 square foot facility, including rapid
and automated high throughput nucleic acid synthesis and screening.

In December 2021, we announced our commitment to a plan to wind down our immuno-oncology program for cavrotolimod (AST-008) and our
XCUR-FXN preclinical program for the treatment of Friedreich’s ataxia. We have transformed our strategic plan, with new focus on realignment of our
research and development resources to support (i) the development of our preclinical program targeting SCN9A for neuropathic pain, (ii) the continued
advancement of our partnered programs with Ipsen Biopharm Limited (“Ipsen”), to develop SNA-based treatments in neuroscience targeting Huntington’s
disease and Angelman syndrome, (iii) our continued advancement of our partnered program with AbbVie Inc. (“AbbVie”), to develop SNA-based
treatments for hair loss disorders, as well as (iv) the continued research and development of other undisclosed therapeutic product candidates.

Our therapeutic discovery and development efforts are supported by our proprietary Spherical Nucleic Acid (“SNA”) technology. SNAs are nanoscale
constructs consisting of densely packed synthetic nucleic acid sequences that are radially arranged in three dimensions. We believe the design of our SNAs
gives rise to distinct chemical and biological properties that may provide advantages over other nucleic acid therapeutics and enable therapeutic activity
outside of the liver. Our platform for therapeutic nucleic acids has demonstrated potential high potency, broad uptake, and prolonged efficacy in both in
vitro and in vivo neurological models. The basis of our discovery approach harnesses our expertise in oligonucleotide chemistry for use against validated
targets where we can screen thousands of oligonucleotides efficiently and identify top candidates in the appropriate cell and live animal models. We are
conducting preclinical studies for a non-opioid analgesic directed against SCN9A (Nav1.7); undisclosed targets in Huntington’s disease and Angelman
syndrome as part of our collaboration with Ipsen; and undisclosed targets in hair loss disorders as part of our collaboration with AbbVie.

The table below sets forth the current status of development of our SNA therapeutic candidates.

Private Placement

Securities Purchase Agreement

On May 9, 2022, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited investors (the
“Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a private placement an aggregate of 867,369 shares (the “Shares”)
of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $5.81 per share (the “Private Placement”).

The Private Placement closed on May 18, 2022 (the “Closing Date”). We received aggregate gross proceeds from the Private Placement of
approximately $5.0 million, before deducting estimated offering expenses payable by us. We expect the

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net proceeds from the Private Placement to be used to support the development of the advancement of its preclinical program, including the development of
its SCN9A product candidate, as well as other working capital and general corporate purposes.

Registration Rights Agreement

On May 9, 2022, we entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which we
agreed to register the resale of the Shares. Under the Registration Rights Agreement, we have agreed to file a registration statement covering the resale of
the Shares no later than July 18, 2022 (the “Filing Deadline”). We have agreed to use reasonable best efforts to cause such registration statement to become
effective as promptly as practicable after the filing thereof but in any event on or prior to the Effectiveness Deadline (as defined in the Registration Rights
Agreement), and to keep such registration statement continuously effective until the earlier of (i) the date the Shares covered by such registration statement
have been sold or may be resold pursuant to Rule 144 without restriction, or (ii) the date that is two (2) years following the Closing Date. We have also
agreed, among other things, to pay all reasonable fees and expenses (excluding any underwriters’ discounts and commissions and all fees and expenses of
legal counsel, accountants and other advisors for the Investors except as specifically provided in the Registration Rights Agreement) incident to the
performance of or compliance with the Registration Rights Agreement by us.

In the event the registration statement has not been filed within 90 days following the Closing Date, subject to certain limited exceptions, then we have
agreed to make pro rata payments to the Investors as liquidated damages in an amount equal to 0.5% of the aggregate amount invested by the Investors in
the Shares per 30-day period or pro rata for any portion thereof for each such month during which such event continues, subject to certain caps set forth in
the Registration Rights Agreement.

We have granted the Investors customary indemnification rights in connection with the registration statement. The Investors has also granted us
customary indemnification rights in connection with the registration statement.

Reverse Stock Split

We effected a reverse stock split of our Common Stock at a ratio of 1-for-30 as of 5:00 p.m. Eastern Time on June 29, 2022. No fractional shares were
issued in connection with the reverse stock split. Stockholders of record who would otherwise be entitled to receive a fractional share received a cash
payment in lieu thereof. All information presented in this prospectus, unless otherwise indicated herein, assumes a 1-for-30 reverse stock split of our
outstanding shares of Common Stock, and unless otherwise indicated, all such amounts and corresponding conversion price or exercise price data set forth
herein have been adjusted to give effect to such assumed reverse stock split.

Corporate Information

We were originally incorporated in the State of Delaware on February 6, 2017 under the name “Max-1 Acquisition Corporation.” Prior to the Merger
(as defined below), Max-1 was a “shell” company registered under the Exchange Act, with no specific business plan or purpose until it began operating the
business of Exicure Operating Company (“Exicure OpCo”), through a transaction on September 26, 2017 (the “Merger”). Exicure OpCo was originally
formed as a limited liability company under the name AuraSense Therapeutics, LLC in the State of Delaware in June 2011 and was a clinical-stage
biotechnology company developing gene regulatory and immuno-oncology therapeutics based on its proprietary SNA technology. AuraSense Therapeutics,
LLC was subsequently converted into AuraSense Therapeutics, Inc., a Delaware corporation, on July 9, 2015, and changed its name on the same date to
Exicure, Inc.

Immediately after giving effect to the Merger and the initial closing of a private placement transaction on September 26, 2017, the business of Exicure
OpCo became our business.

Our principal executive offices are located at 2430 N. Halsted Street, Chicago, Illinois 60614, and our telephone number is (847) 673-1700. Our
corporate website is www.exicuretx.com. The information contained in, or that can be accessed through, our website is not part of, and is not incorporated
into, this prospectus and should not be considered part of this prospectus. Our website address is included in this document as an inactive textual reference
only.

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”). An emerging growth
company may take advantage of relief from some of the reporting requirements and other burdens that are otherwise applicable generally to public
companies. These provisions include:

• being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with
correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

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 • not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting;

• not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory
audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

• reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

• not being required to hold a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not
previously approved.

We may take advantage of some or all of these reporting exemptions until we are no longer an emerging growth company. We will remain an emerging
growth company until December 31, 2023 or, if earlier, (1) the last day of the fiscal year in which we have total annual gross revenue of at least $1.07
billion or in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds
$700 million as of the prior June 30th and (2) the date on which we have issued more than $1 billion in non-convertible debt during the prior three-year
period. We may choose to take advantage of some but not all of these reduced burdens. For example, we have taken advantage of the exemption from
auditor attestation on the effectiveness of our internal control over financial reporting. To the extent that we take advantage of these reduced burdens, the
information that we provide stockholders may be different than you might obtain from other public companies in which you hold equity interests.

We are also a “smaller reporting company” as defined in Rule 12b-2 promulgated under the Exchange Act. We may remain a smaller reporting
company until we have a non-affiliate public float in excess of $250 million and annual revenues in excess of $100 million, or a non-affiliate public float in
excess of $700 million, each as determined on an annual basis. Even after we no longer qualify as an emerging growth company, we may still qualify as a
smaller reporting company, which would allow us to take advantage of many of the same exemptions from disclosure requirements.

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 THE OFFERING

Common Stock Offered by the Selling Stockholders 867,369 Shares

Use of Proceeds We will not receive any proceeds from the sale of the Shares covered by this
prospectus.
Nasdaq Capital Market XCUR

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 RISK FACTORS

An investment in our Common Stock involves a high degree of risk. Prior to making a decision about investing in our Common Stock, you should consider
carefully the specific risk factors discussed in the sections entitled “Risk Factors” contained in our most recent Annual Report on Form 10-K for the year ended
December 31, 2021, as filed with the SEC on March 25, 2022, and Quarterly Report on Form 10-Q for the period ended March 31, 2022, as filed with the SEC
on May 16, 2022, which are incorporated in this prospectus by reference in their entirety, as well as any amendment or updates to our risk factors reflected in
subsequent filings with the SEC, including any prospectus supplement hereto. These risks and uncertainties are not the only risks and uncertainties we face.
Additional risks and uncertainties not presently known to us, or that we currently view as immaterial, may also impair our business. If any of the risks or
uncertainties described in our SEC filings or any additional risks and uncertainties actually occur, our business, financial condition, results of operations and
cash flow could be materially and adversely affected. In that case, the trading price of our Common Stock could decline and you might lose all or part of your
investment.

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 USE OF PROCEEDS

We are filing the registration statement of which this prospectus forms a part to permit the holder of the Shares of our Common Stock described in the
section entitled “Selling Stockholders” to resell such Shares. We are not selling any securities under this prospectus, and we will not receive any proceeds from
the sale or other disposition of shares of our Common Stock held by the Selling Stockholders.

The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage,
accounting, tax or legal services or any other expenses incurred by the Selling Stockholders in disposing of these Shares. We will bear all other costs, fees and
expenses incurred in effecting the registration of the Shares covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq
listing fees and fees and expenses of our counsel and our accountants.

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 SELLING STOCKHOLDERS

This prospectus covers the sale or other disposition by the Selling Stockholders of up to the total number of shares of our Common Stock that were issued
to the Selling Stockholders pursuant to the Securities Purchase Agreement. The table below sets forth, to our knowledge, information concerning the beneficial
ownership of shares of our Common Stock by the Selling Stockholders as of July 6, 2022. The information in the table below with respect to the Selling
Stockholders has been obtained from the Selling Stockholders. When we refer to the “Selling Stockholders” in this prospectus, or, if required, a post-effective
amendment to the registration statement of which this prospectus is a part, we mean the Selling Stockholders listed in the table below as offering shares, as well
as their respective pledgees, assignees, donees, transferees or successors-in-interest. Throughout this prospectus, when we refer to the shares of our Common
Stock being registered on behalf of the Selling Stockholders, we are referring to the shares of our Common Stock issued to the Selling Stockholders pursuant to
the Securities Purchase Agreement. The Selling Stockholders may sell all, some or none of the shares of Common Stock subject to this prospectus. See “Plan of
Distribution” below as it may be supplemented and amended from time to time.

The number of shares of Common Stock beneficially owned prior to the offering for the Selling Stockholders includes all shares of our Common Stock
beneficially held by the Selling Stockholders as of May 9, 2022, which includes all shares of our Common Stock purchased by such Selling Stockholders in the
Private Placement. The percentages of shares owned before and after the offering are based on 4,962,231 shares of Common Stock outstanding as of July 7,
2022, which includes the outstanding shares of Common Stock offered by this prospectus.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to our Common Stock.
Generally, a person “beneficially owns” shares of our Common Stock if the person has or shares with others the right to vote those shares or to dispose of them,
or if the person has the right to acquire voting or disposition rights within 60 days. The inclusion of any shares in this table does not constitute an admission of
beneficial ownership for the Selling Stockholders named below.

Shares of Common Stock Beneficially Owned Shares of Common Stock to be

Prior to Offering Beneficially Owned After Offering(2)
Number of Shares of
Common Stock Being
Name of Selling Stockholder Number Percentage Offered(1) Number Percentage
CBI USA, Inc.(3) 818,299  16.49 % 818,299  —  — %
Abingworth Bioventures VII LP(4) 285,430  5.75 % 49,070  236,630  4.76 %

(1) The number of shares of our Common Stock in the column “Number of Shares of Common Stock Being Offered” represents all of the shares of our
Common Stock that the Selling Stockholders may offer and sell from time to time under this prospectus.
(2) We do not know when or in what amounts the Selling Stockholders may offer shares for sale. The Selling Stockholders might not sell any or might sell all
of the shares offered by this prospectus. Because the Selling Stockholders may offer all or some of the shares pursuant to this offering, and because there are
currently no agreements, arrangements or understandings with respect to the sale of any of the shares, we cannot estimate the number of the shares that will be
held by the Selling Stockholders after completion of the offering. However, for purposes of this table, we have assumed that, after completion of the offering,
none of the shares issued in the Private Placement will be held by the Selling Stockholders.

(3) The shares reported under “Shares of Common Stock Beneficially Owned Prior to the Offering” consists of 818,299 shares of Common Stock purchased by
CBI USA, Inc. in the Private Placement. The address of CBI USA, Inc. is 3000 Western Avenue, Suite 400, Seattle, WA 98121.

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(4) Consists of (i) 232,566 shares of Common Stock held by Abingworth Bioventures VII, LP (“ABV VII”), over which ABV VII has sole voting power and
shared dispositive power and (ii) 3,794 shares of Common Stock issuable upon exercise of stock options issued to Dr. Bali Muralidhar, a member of our Board.
Dr. Muralidhar is a managing partner of Abingworth LLP (“Abingworth”). Under an agreement between Dr. Muralidhar and Abingworth, Dr. Muralidhar is
deemed to hold the options and any shares of Common Stock issuable upon exercise of the options for the benefit of ABV VII, and must exercise the options
solely upon the direction of Abingworth. As a result, for purposes of Rule 13d-3 under the Securities Exchange Act, each of ABV VII and Abingworth may be
deemed to beneficially own the shares of Common Stock and the 3,794 shares of Common Stock underlying the options held by Dr. Muralidhar. Abingworth,
as the investment manager of ABV VII, may be deemed to share voting and dispositive power over the shares held by ABV VII. The address of ABV VII is 38
Jermyn Street, London SW1Y 6DN, United Kingdom.

Relationships with Selling Stockholders

As discussed in greater detail above under the section titled “Prospectus Summary—Private Placement,” in May 2022, we entered into the Securities
Purchase Agreement with the Selling Stockholders, pursuant to which we sold and issued shares of our Common Stock, and we also entered into the
Registration Rights Agreement with the Selling Stockholders, pursuant to which we agreed to file a registration statement with the SEC to cover the resale by
the Selling Stockholders of the shares of our Common Stock.

Dr. Bali Muralidhar is a current director on our Board of Directors and a managing partner of Abingworth. Abingworth Bioventures VII LP is a Selling
Shareholder and an affiliate of Abingworth.

Except for the ownership of the shares of Common Stock that may be offered and sold by the Selling Stockholders, the participation in the transactions
described above, the Registration Rights Agreement and the positions that Dr. Muralidhar holds on our Board of Directors, the Selling Stockholders have not
had any material relationship with us or our affiliates within the past three years.

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 PLAN OF DISTRIBUTION

The Selling Stockholder, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of Common Stock or
interests in shares of Common Stock received after the date of this prospectus from a Selling Stockholder as a gift, pledge, partnership distribution or other
transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of Common Stock or interests in shares of Common Stock on
any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing
market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The Selling Stockholders may use any one or more of the following methods when disposing of shares or interests therein:

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to
facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC;

• through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

• broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

• a combination of any such methods of sale; and

• any other method permitted by applicable law.

The Selling Stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of Common Stock owned by the Selling
Stockholders and, if the Selling Stockholders default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the
shares of Common Stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act, amending the selling stockholder list to include the pledgee, transferee or other successors in interest as selling stockholders
under this prospectus. The Selling Stockholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees,
donees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale of our Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or
other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling
Stockholders may also sell shares of our Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common
Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or
other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of
shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or
amended to reflect such transaction).

9
 The aggregate proceeds to the Selling Stockholders from the sale of the Common Stock offered by the Selling Stockholders will be the purchase price of
the Common Stock less discounts or commissions, if any. Each of the Selling Stockholders reserves the right to accept and, together with its agents from time
to time, to reject, in whole or in part, any proposed purchase of Common Stock to be made directly or through agents. We will not receive any of the proceeds
from this offering.
The Selling Stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act,
provided that the Selling Stockholders meet the criteria and conform to the requirements of that rule.

The Selling Stockholders and any underwriters, broker-dealers or agents that participate in the sale of the Common Stock or interests therein may be
“underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the
shares may be underwriting discounts and commissions under the Securities Act. A Selling Stockholder who is an “underwriter” within the meaning of Section
2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

To the extent required, the shares of our Common Stock to be sold, the names of the Selling Stockholders, the respective purchase prices and public
offering prices, the names of any agents, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth
in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the Common Stock may be sold in these jurisdictions only through registered or
licensed brokers or dealers. In addition, in some states the Common Stock may not be sold unless it has been registered or qualified for sale or an exemption
from registration or qualification requirements is available and is complied with.
We have advised the Selling Stockholders that the anti-manipulation rules of Regulation M under the Exchange Act, may apply to sales of shares in the
market and to the activities of the Selling Stockholders and their affiliates. In addition, to the extent applicable, we will make copies of this prospectus (as it
may be supplemented or amended from time to time) available to the Selling Stockholders for the purpose of satisfying the prospectus delivery requirements of
the Securities Act. The Selling Stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act.

We have agreed to indemnify the Selling Stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to
the registration of the shares offered by this prospectus.

We have agreed with the Selling Stockholders to use reasonable best efforts to cause the registration statement of which this prospectus constitutes a part
effective and to remain continuously effective until the earlier of (1) such date as all of the shares covered by this prospectus have been disposed of pursuant to
and in accordance with such registration statement or (2) the date that is two (2) years following the Closing Date.

10
 LEGAL MATTERS

The validity of the Shares to be offered for resale by the Selling Stockholders under this prospectus will be passed upon for us by Cooley LLP, Boston,
Massachusetts.

EXPERTS

The consolidated financial statements of Exicure, Inc. as of December 31, 2021 and 2020, and for each of the years in the two-year period ended
December 31, 2021, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm,
incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2021
consolidated financial statements contains an explanatory paragraph that states that the Company has incurred significant expenses and negative cash flows
since inception and its current liquidity is not sufficient to fund operations over the next twelve months, which raise substantial doubt about its ability to
continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement that we filed with the SEC. This prospectus omits some information contained in the registration
statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information
about us and our consolidated subsidiaries and our securities. Statements in this prospectus concerning any document we filed as an exhibit to the registration
statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the
complete document to evaluate these statements. You can obtain a copy of the registration statement from the SEC’s website.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC’s website at http://www.sec.gov.

We make available, free of charge, through our investor relations website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, statements of changes in beneficial ownership of securities and amendments to those reports and statements as soon as reasonably
practicable after they are filed with the SEC. The address for our website is www.exicuretx.com. Information contained in or accessible through our website
does not constitute a part of this prospectus and is not incorporated by reference in this prospectus.

11
 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” the information and reports we file with it, which means that we can disclose important information to
you by referring you to these documents. The information incorporated by reference is an important part of this prospectus, and information that we file later
with the SEC will automatically update and supersede the information already incorporated by reference. We are incorporating by reference the documents
listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act (other than Current Reports or portions furnished under Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K),
including all filings made after the date of this prospectus and prior to the termination of the offering of the common stock covered by this prospectus.

• our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Annual Report”), which was filed with the SEC on March
25, 2022;

• the information specifically incorporated by reference into our 2021 Annual Report on Form 10-K from our definitive proxy statement on Schedule
14A related to our 2022 annual meeting of stockholders, which was filed with the SEC on April 12, 2022;

• our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022, which was filed with the SEC on May 16, 2022;

• our Current Reports on Form 8-K filed with the SEC on January 5, 2022, January 18, 2022, February 4, 2022, March 18, 2022, May 13, 2022, May
27, 2022, June 13, 2022, and June 29, 2022; and

• the description of our Common Stock set forth in the registration statement on Form 8-A registering our Common Stock under Section 12 of the
Exchange Act, which was filed with the SEC on July 30, 2019, including any amendments or reports filed for purposes of updating such description,
including Exhibit 4.4 to the 2021 Annual Report.

Upon request, we will provide, without charge, to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon
written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with the prospectus,
including exhibits that are specifically incorporated by reference into such documents. You should direct any requests for documents to Exicure, Inc., Attn:
Secretary, 2430 N. Halsted St., Chicago, IL 60614.

Any statement contained in this prospectus or contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be
deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed supplement to this prospectus, or
document deemed to be incorporated by reference into this prospectus, modifies or supersedes such statement.

12
 867,369 Shares

Common Stock

PROSPECTUS
 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the various expenses to be incurred in connection with the sale and distribution of the securities being registered hereby, all
of which will be borne by the Registrant (except any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage,
accounting, tax or legal services or any other expenses incurred by the Selling Stockholders in disposing of the shares). All amounts shown are estimates except
the SEC registration fee.

SEC registration fee $ 164.03 

Accountants' fees and expenses 25,000.00 
Legal fees and expenses 50,000.00 
Miscellaneous expenses — 
Total $ 75,164.03 

Item 15. Indemnification of Officers and Directors

We are incorporated under the laws of the State of Delaware. Under Section 145 of the Delaware General Corporation Law (“DGCL”), we have broad
powers to indemnify our directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as
amended (the “Securities Act”). Section 145 of the DGCL generally provides that a Delaware corporation has the power to indemnify its present and former
directors, officers, employees and agents against expenses incurred by them in connection with any suit to which they are or are threatened to be made, a party
by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in or not opposed to, the best
interests of the corporation and, with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful.

Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that (i) to the fullest extent permitted by the
DGCL, a director shall not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director; (ii) require us to
indemnify and hold harmless our directors and officers to the fullest extent permitted by applicable law, except that we will not be required to indemnify or
hold harmless any director or officer in connection with any proceeding initiated by such person unless the proceeding was authorized by our Board of
Directors; and (iii) provide that we will pay expenses to any director or officer prior to the final disposition of the proceeding, provided that such advancements
shall be made only upon receipt of an undertaking by such director or officer to repay all amounts advanced if it should be ultimately determined that such
director or officer is not entitled to indemnification under the amended and restated bylaws of or otherwise. Under our amended and restated bylaws, such
rights shall not be exclusive of any other rights acquired by directors and officers, including by agreement. We believe that these provisions of our amended
and restated certificate of incorporation and amended and restated bylaws are necessary to attract and retain qualified persons as directors and officers. These
provisions do not eliminate our directors’ or officers’ duty of care, and, in appropriate circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under the DGCL. In addition, each director will continue to be subject to liability pursuant to Section 174 of the
DGCL, for breach of such director’s duty of loyalty to us, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of
law, for acts or omissions that such director believes to be contrary to our best interests or the best interests of our stockholders, for any transaction from which
such director derived an improper personal benefit, for acts or omissions involving a reckless disregard for such director’s duty to us or to our stockholders
when such director was aware or should have been aware of a risk of serious injury to us or to our stockholders, for acts or omission that constitute an
unexcused pattern of inattention that amounts to an abdication of such director’s duty to us or to our stockholders, for improper transactions between such
director and us and for improper loans to directors and officers. These provisions also do not affect a director’s responsibilities under any other law, such as the
federal securities law or state or federal environmental laws.

II-1
 As permitted by Delaware law, we have entered into indemnification agreements with each of our current directors and officers pursuant to the foregoing
provisions. These agreements provide for the indemnification of our directors and executive officers for all reasonable expenses and liabilities incurred in
connection with any action or proceeding brought or threatened to be brought against them by reason of the fact that they are or were our agents. We have an
insurance policy covering our officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise.

II-2
Item 16. Exhibits and Financial Statement Schedules

Exhibit
Number Description of Document

3.1 Certificate of Amendment to Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on
Form 8-K (File No. 001-39011)), filed with the Commission on June 29, 2022.
3.2 Certificate of Amendment to Certificate of Incorporation (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on
Form 8-K (File No. 000-55764)), filed with the Commission on October 2, 2017.
3.3 Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form
10-K (File No. 001-39011)), filed with the Commission on March 11, 2021.
3.4 Amended and Restated Bylaws, as currently in effect (incorporated herein by reference to Exhibit 3.4 to the Registrant’s Current Report on
Form 8-K (File No. 000-55764)), filed with the Commission on October 2, 2017.
4.1 Description of Securities (incorporated by reference to Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K (File No. 001-39011) filed
with the SEC on March 10, 2020.
4.2 Registration Rights Agreement, dated May 9, 2022, by and among Exicure, Inc. and the purchasers party thereto (incorporated by reference to
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-39011) filed with the SEC on May 13, 2022).
5.1 Opinion of Cooley LLP.
10.1 Securities Purchase Agreement, dated May 9, 2022, by and among Exicure, Inc. and the purchasers party thereto (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39011) filed with the SEC on May 13, 2022).
23.1 Consent of KPMG LLP.

23.2 Consent of Cooley LLP (included in Exhibit 5.1).

24.1 Powers of Attorney (included on signature page).

107 Filing Fee Table.

II-3
Item 17. Undertakings

The undersigned registrant hereby undertakes:

(a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in this registration statement or
are contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the
filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities
Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately prior to such effective date.

II-4
 (b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-5
 SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on this 11th day of July, 2022.

EXICURE, INC.

By: /s/ Matthias Schroff, Ph.D.

Matthias Schroff, Ph.D.
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Matthias Schroff,
Ph.D. and Elias D. Papadimas, jointly and severally, as his or her true and lawful agent, proxy and attorneys-in-fact, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii)
act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and
file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary
or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such
agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date

/s/ Matthias Schroff, Ph.D. President, Chief Executive Officer and Director (Principal Executive July 11, 2022
Matthias Schroff, Ph.D. Officer)

/s/ Elias D. Papadimas Chief Financial Officer (Principal Financial Officer and Principal July 11, 2022
Elias D. Papadimas Accounting Officer)

/s/ Elizabeth Garofalo, M.D. Chair of the Board of Directors July 11, 2022
Elizabeth Garofalo, M.D.

/s/ Jeffrey L. Cleland, Ph.D. Director July 11, 2022

Jeffrey L. Cleland, Ph.D.

/s/ Bali Muralidhar, M.D., Ph.D. Director July 11, 2022

Bali Muralidhar, M.D., Ph.D.

/s/ James R. Sulat Director July 11, 2022

James R. Sulat

II-6
 Exhibit 107

Calculation of Filing Fee Tables

Form S-3
(Form Type)

Exicure, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Class Proposed Maximum Offering Maximum Aggregate Offering

Security Type Fee Calculation Rule Amount Registered(1) Fee Rate Amount of Registration Fee
Title Price Per Share Price
Common stock,
Fees to Be par value
Equity 457(c) 867,369 (2) $2.04 (3) $1,769,432.76 0.0000927 $164.03
Paid $0.0001 per
share
Total Offering Amounts $1,769,432.76 $164.03
Total Fees Previously Paid — —
Total Fee Offsets — —
Net Fees Due $164.03

(1)    Represents the shares of common stock, $0.0001 par value per share (the “common stock”), of Exicure, Inc. (the “Registrant”) that will be offered for
resale by the selling stockholder pursuant to the prospectus to which this exhibit is attached. Pursuant to Rule 416 under the Securities Act of 1933, as
amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of additional shares of common stock as
may be issuable as a result of stock splits, stock dividends or similar transactions with respect to the shares being registered hereunder.

(2)    This registration statement registers the resale of 867,369 outstanding shares of common stock of the Registrant.

(3)    This estimate is made pursuant to Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee. The price per share and
aggregate offering price are based upon the average of the high and low prices of the Registrant’s common stock on July 7, 2022, as reported on the
Nasdaq Capital Market.
 Exhibit 5.1

                                    

Courtney T. Thorne
+1 617 937 2318
cthorne@cooley.com

July 11, 2022

Exicure, Inc.
2430 N. Halsted St.
Chicago, IL 60614

Ladies and Gentlemen:

We have acted as counsel to Exicure, Inc., a Delaware corporation (the “Company”), in connection with the filing of a Registration
Statement on Form S‑3 (the “Registration Statement”) by the Company under the Securities Act of 1933, as amended, covering
the resale by the selling stockholder (the “Selling Stockholder”) of 867,369 shares (the “Shares”) of the Company’s common
stock, par value $0.0001 per share (“Common Stock”), acquired pursuant to a Securities Purchase Agreement, dated May 9,
2022, by and among the Company and the purchasers named therein (the “Securities Purchase Agreement”).

In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectus, the
Company’s Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws, as amended,
each as currently in effect, the Securities Purchase Agreement and such other documents, records, certificates, memoranda and
other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have
assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals
of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the
due authorization, execution and delivery of all documents by all persons other than the Company where execution and delivery are
prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the
Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the
extent that any other laws are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any
federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares have been validly issued and are fully
paid and nonassessable.

We hereby consent to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration
Statement and to the filing of this opinion as an exhibit to the Registration Statement.

COOLEY LLP 500 BOYLSTON STREET, 14TH FLOOR, BOSTON, MASSACHUSETTES

T: (617) 937 2300 F: (617) 937-2400 COOLEY.COM
Exicure, Inc.
July 11, 2022
Page Two

Very truly yours,

COOLEY LLP

By: /s/ Courtney T. Thorne

Courtney T. Thorne

COOLEY LLP 500 BOYLSTON STREET, 14TH FLOOR, BOSTON, MASSACHUSETTES

T: (617) 937 2300 F: (617) 937-2400 COOLEY.COM
    
 Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated March 25, 2022, with respect to the consolidated financial statements of Exicure, Inc., incorporated
herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

(signed) KPMG LLP

Chicago, Illinois
July 11, 2022