NextCure, Inc. filings document a clinical-stage oncology issuer's financial reporting, governance, capital structure, and material-event disclosures. Recent Form 8-K reports furnish quarterly and annual results, business update exhibits, Regulation FD materials on ADC programs, officer transition disclosure, a completed private placement of common stock and pre-funded warrants, and an effected reverse stock split.
The company's proxy materials cover annual meeting matters including director elections, auditor ratification, say-on-pay, board governance, and executive compensation for a Delaware corporation with Nasdaq-listed common stock.
NextCure, Inc. (NXTC) has agreed, subject to required stockholder approvals and other closing conditions, to a two-step merger with Avere Therapeutics, Inc.; after closing, the combined company is expected to be named Avere Therapeutics, Inc. Each share of Avere capital stock is currently estimated to convert into approximately 6.9730 NextCure shares, subject to adjustment based on NextCure’s closing net cash. Avere options, restricted stock units and warrants generally will be assumed or converted, while NextCure options will be cancelled, with cash paid only for in-the-money options.
Avere’s pre-closing financing has approximately $820.0 million in aggregate commitments, including an additional $500.0 million; approximately $266.0 million would be satisfied by cancellation of convertible notes, with the remainder payable in cash at financing closing. The additional commitments are excluded from the exchange-ratio valuation, but their securities will convert in the merger and dilute pre-merger NextCure holders. Estimated fully diluted ownership after closing is 0.99% for current NextCure securityholders, 39.69% for Avere holders excluding financing securities, and 59.32% for financing-security holders, based on the estimated exchange ratio and stated assumptions. NextCure also expects to distribute one CVR per outstanding share, entitling holders to a pro rata portion of 90% of net proceeds, if any, from qualifying legacy-asset dispositions.
NextCure, Inc. (NXTC) determined that Chief Medical Officer and named executive officer Dr. Udayan Guha’s employment will terminate effective October 31, 2026, in contemplation of the pending merger with Avere Therapeutics, Inc.
A severance agreement and release provides benefits consistent with a termination without cause under Dr. Guha’s existing employment agreement, in exchange for a release of claims. Additional severance equal to the agreement’s enhanced benefits for a termination without cause in relation to a change in control is subject to and conditioned upon the merger closing.
NextCure, Inc. (NXTC) common stock was purchased by private investment funds managed by ADAR1 Capital Management, LLC: 5,626 shares at a weighted average price of $4.8294 on October 23, 2026; 1,672 shares at $5.0344 on October 26; and 3,553 shares at $5.0953 on October 27. The respective transaction price ranges were $4.72–$4.9000, $5.0000–$5.1000, and $4.9900–$5.1000.
ADAR1 Capital Management, LLC and Daniel Schneeberger, the LLC’s sole manager, are identified as 10% owners and may be deemed indirect beneficial owners. Each disclaims beneficial ownership except to the extent of any pecuniary interest. No Rule 10b5-1 plan is reported.
NextCure, Inc. is the subject of a Schedule 13G in which JP Sailing Capital Ltd and Jianping Huang each report beneficial ownership of 455,001 common shares, or 9.9% of the class (approximately 9.94% before rounding). The reported amounts refer to the same shares, held directly by JP Sailing Fund, and are not counted twice. Each reports shared voting and dispositive power over 455,001 shares and sole power over zero shares. The percentage is based on 4,577,359 NextCure shares outstanding as of July 31, 2026. JP Sailing Capital Ltd is the fund’s investment manager; Huang reports as a control person and may be deemed to share investment and voting authority through his control of the manager.
NextCure, Inc. (NXTC) is seeking stockholder approval for a proposed two-step merger with Avere Therapeutics, Inc. If completed and the re-domiciliation is approved, NextCure will convert from a Delaware to a Texas corporation and be renamed Avere Therapeutics, Inc. Avere capital-stock shares are currently estimated to convert into approximately 6.5600 NextCure shares per Avere share, assuming NextCure net cash at closing of approximately $(2.3) million. The estimate may adjust and does not give effect to the proposed reverse stock split.
Avere's pre-closing financing has approximately $820.0 million in commitments, including $500.0 million in additional commitments. Approximately $266.0 million is satisfied through contribution and cancellation of convertible notes; the remainder is payable in cash at closing. The additional commitments are excluded from the exchange-ratio valuation, but the securities issued will dilute NextCure pre-merger holders.
NextCure expects to distribute one CVR per outstanding capital share. Each CVR represents the holder's pro rata portion of 90% of net proceeds, if any, from specified legacy-asset dispositions under identified agreements or agreements entered into during the two years after closing, after specified deductions. Avere expects post-merger cash to fund operations into 2029, based on assumptions that may prove wrong.
On September 14, 2026, NextCure, Inc. petitioned the Delaware Court of Chancery to validate the 2025 amendment to its certificate of incorporation and common shares issued in reliance on it. The amendment implemented a 1-for-12 reverse split, following a stockholder vote conducted under a votes-cast standard that the company says reflected its interpretation of Delaware law at the time.
NextCure says amendments to Delaware law effective in August 2026 created uncertainty about whether its supermajority voting standard should have applied. The court will hear the petition at 3:00 p.m. Eastern Time on November 6, 2026; stockholders may submit written positions by October 27, 2026. The company says an unsuccessful petition could delay or possibly prevent completion of its proposed business combination with Avere Therapeutics.
NextCure, Inc. asked the Delaware Court of Chancery to validate its certificate amendment that effected a 1:12 reverse stock split on July 14, 2025, and shares issued in reliance on it. The company says amendments to Delaware law effective in August 2026 created uncertainty about whether its charter’s supermajority voting standard should have applied. At the June 20, 2025 annual meeting, 18,166,577 votes were cast in favor, 2,028,946 against and 6,613 abstained, out of 20,202,136 votes cast; NextCure reported that approximately 89.92% of votes cast and approximately 64.76% of outstanding shares entitled to vote supported the amendment.
The Court of Chancery ordered a hearing for 3:00 p.m. Eastern Time on November 6, 2026. Stockholders may appear or file written submissions by October 27, 2026, and may request the company’s opening brief and supporting documents, which NextCure said it would provide within five days after receiving a written request. NextCure said an unsuccessful petition could delay or possibly prevent its proposed business combination with Avere Therapeutics, Inc.
NextCure, Inc. (NXTC) entered into a Ninth Amendment to its lease with ARE-8000/9000/10000 Virginia Manor, LLC covering approximately 29,864 rentable square feet of lab and office space in Beltsville, Maryland. The company vacated and surrendered the premises effective August 31, 2026, and the parties agreed to accelerate the lease expiration and terminate NextCure’s future rent obligations effective September 1, 2026, subject to the terms of the amendment.
In connection with this amendment, NextCure paid a one-time termination fee of approximately $0.8 million and forfeited a security deposit of approximately $39,000.
NextCure, Inc. (NXTC) filed an S-4 registering shares of its common stock and related pre-funded warrants to be issued in an all-stock merger with private biopharma Avere Therapeutics. A NextCure merger sub will merge into Avere, which will then merge into a second NextCure subsidiary, leaving Avere as the operating business.
The exchange ratio is based on valuing Avere at $250.0 million plus its pre-closing financing proceeds and NextCure at $11.0 million, adjusted for NextCure’s net cash (currently projected at $(1.3) million). All Avere equity, options, RSUs and warrants will roll into NextCure equity or equivalent awards. In-the-money NextCure options will be cashed out; out-of-the-money options will be cancelled.
Avere is raising approximately $820.0 million in a pre-closing financing (partly via cancelling $266.0 million of convertible notes), which will convert into NextCure stock or pre-funded warrants. Before closing, existing NextCure holders will receive one contingent value right per share tied to 90% of net proceeds from legacy asset monetizations and may receive a special cash dividend if net cash exceeds a target. After closing, the combined company is expected to be renamed Avere Therapeutics, Inc. and seek Nasdaq listing under the symbol AVRX, with Avere’s team and designees controlling management and the board.
ADAR1 Capital Management, LLC and its sole manager Daniel Schneeberger report beneficial ownership of common stock of NextCure, Inc. ADAR1-managed private funds and separately managed accounts hold 722,419 shares of NextCure common stock, and these shares may be deemed indirectly beneficially owned by both ADAR1 and Schneeberger.
This position represents 15.8% of NextCure’s common stock, based on 4,577,359 shares outstanding as of July 31, 2026, as stated in the company’s Form 10-Q for the quarter ended June 30, 2026. Both reporting persons have shared voting and dispositive power over the 722,419 shares and no sole voting or dispositive power.