EXICURE, INC. — Director's Dealing 2017

Sep 29, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Max-1 Acquisition Corp (XCUR)
CIK: 0001698530
Period of Report: 2017-09-26

Reporting Person: Mirkin Chad A. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-26	Common Stock	J	11267824	—	Acquired	11267824	Indirect
2017-09-26	Common Stock	A	22567	—	Acquired	22567	Direct
2017-09-26	Common Stock	J	6669	—	Acquired	6669	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-26	Stock Option (right to buy)	$0.65	A	49649	Acquired	2024-03-01	Common Stock (49649)	Direct
2017-09-26	Stock Option (right to buy)	$1.03	A	24824	Acquired	2025-04-28	Common Stock (24824)	Direct
2017-09-26	Stock Option (right to buy)	$4.21	A	24824	Acquired	2027-01-04	Common Stock (24824)	Direct

Footnotes

F1: Pursuant to that certain Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of September 26, 2017, by and among the Issuer then known as Max-1 Acquisition Corporation, Max-1 Acquisition Sub, Inc. and the corporation then known as Exicure, Inc. ("Exicure OpCo"), each outstanding share of Exicure OpCo capital stock (other than shares of Series C Preferred Stock of Exicure OpCo) was converted into 0.49649 shares of the Issuer's common stock (the "Conversion Ratio") and each outstanding share of Series C Preferred Stock of Exicure OpCo was converted into 0.7666652 shares of the Issuer's common stock (the "Series C Conversion Ratio").

F2: The Reporting Person is a member of the Board of Managers of AuraSense, LLC and may be deemed to share voting or dispositive power over the shares held by AuraSense, LLC.

F3: The Reporting Person is the trustee of the Chad A. Mirkin Living Trust, and has voting or dispositive power over the shares held by the trust.

F4: The Reporting Person disclaims beneficial ownership of the shares of common stock reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F5: Each option to purchase shares of Exicure OpCo outstanding and unexercised was assumed by the Issuer pursuant to the Merger Agreement and was converted into an option, subject to vesting, to purchase shares of common stock of the Issuer, with the number of shares of the Issuer's common stock underlying such option and the exercises price for such option adjusted to reflect the Conversion Ratio.

F6: This option vested 25% on March 1, 2015, and the remaining 75% vests in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions.

F7: This option vests in 48 substantially equal monthly installments from February 20, 2015, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions.

F8: This option vests in 12 substantially equal monthly installments from January 4, 2017, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions.