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NextCure, Inc. describes a proposed two-step merger with Avere Therapeutics, Inc. under an Agreement and Plan of Merger and Reorganization dated July 14, 2026. In the first step, Neptune Merger Sub Corp. will merge into Avere, which will become a wholly owned subsidiary of NextCure. Immediately afterward, Avere will merge into Neptune Second Merger Sub, LLC, which will remain a wholly owned subsidiary of NextCure.
The communication emphasizes that many statements are forward-looking and subject to substantial risks, including failure to obtain NextCure stockholder approval, completion of a related financing, maintenance of Nasdaq listing, regulatory and governmental approvals, potential termination of the merger, funding and development challenges, intellectual property protection, competition, costs, and broader political and economic factors. It states that this is not an offer or solicitation for any securities and that NextCure intends to file a registration statement on Form S-4 containing a proxy statement/prospectus, which investors are urged to read in full when available through the SEC and the company’s websites before making any voting or investment decisions.
NextCure, Inc. entered into a Merger Agreement with Avere Therapeutics under which Avere will merge into NextCure subsidiaries in a two-step transaction intended to qualify as a tax-free reorganization. Based on the agreed Exchange Ratio and the planned financing, pre‑Merger Avere stockholders (including PIPE investors) are expected to own approximately 98.11% of the combined company, while pre‑Merger NextCure stockholders are expected to own about 1.89%, assuming no adjustment for Parent Net Cash.
NextCure will seek stockholder approval to issue merger and financing shares, effect a reverse stock split if needed, increase authorized common stock, redomicile, and change its name to Avere Therapeutics, Inc. A concurrent Private Placement provides for the sale of Avere securities and pre‑funded warrants for about $320 million, conditioned on closing of the Merger and other approvals. Pre‑Merger NextCure stockholders will receive contingent value rights entitling them to 90% of any gross proceeds from specified legacy-asset transactions during the CVR term, after permitted deductions.
NextCure approved a restructuring and workforce reduction expected to affect a substantial majority of its employees and to result in about $1.9 million in one‑time charges in the third quarter of 2026. The company is halting expansion and winding down its SIM0505 ADC study outside China and has opted out of further cost sharing on the LNCB74 ADC program, while counterparties consider next steps.
NextCure, Inc. agreed to an all‑stock merger with privately held Avere Therapeutics using a two‑step subsidiary structure intended to qualify as a tax‑free reorganization. Avere shareholders and PIPE investors will receive NextCure common stock or pre‑funded warrants, subject to per‑holder beneficial ownership caps up to 19.99%.
Concurrently, institutional investors committed approximately $320 million in a private placement into Avere, conditioned on closing and at least $150,000,000 of proceeds being available to Avere at merger close. The combined company will be renamed Avere Therapeutics, is expected to trade on Nasdaq under a new ticker, and will be led by Avere’s existing management and board.
Existing NextCure stockholders will receive contingent value rights giving them 90% of gross proceeds, if any, from monetizing specified legacy assets during the CVR term. NextCure approved a restructuring that will reduce a substantial majority of its workforce and trigger about $1.9 million of charges. The company is halting further SIM0505 enrollment outside China and has opted out of cost‑sharing on LNCB74, while exploring potential partnering or sale of these programs.
NextCure, Inc. reported the results of its 2026 Annual Meeting of Stockholders and the approval of changes to its equity incentive plan. Stockholders approved an amendment and restatement of the 2019 Omnibus Incentive Plan, increasing the maximum shares of common stock authorized for issuance under the plan by 80,000 shares and updating the evergreen provision to be based on fully diluted outstanding shares, including prefunded warrants.
Two Class I directors, Anne Borgman, M.D., and John G. Houston, Ph.D., were elected to three-year terms. Stockholders also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026 and approved, on an advisory basis, the compensation of the company’s named executive officers.
NextCure, Inc. director Ellen Feigal received a grant of stock options covering 2,340 shares of common stock. These options have an exercise price of $2.02 per share and expire on June 17, 2036.
The option vests in full on the earlier of June 18, 2027 or the date of NextCure’s 2027 Annual Meeting of Stockholders. Following this grant, Feigal holds 2,340 stock options directly related to this award.
NextCure, Inc. director Elaine V. Jones reported receiving a stock option grant as compensation. She was awarded options to acquire 2,340 shares of common stock at an exercise price of $2.02 per share, expiring on June 17, 2036.
According to the filing, this option vests in full on the earlier of June 18, 2027 or the date of NextCure’s 2027 annual meeting of stockholders. This is an acquisition of derivative securities by a director, not an open‑market purchase or sale of common shares.
NextCure, Inc. director Anne Elizabeth Borgman reported a grant of stock options covering 2,340 shares of common stock at an exercise price of $2.02 per share. The option vests in full on the earlier of June 18, 2027 and the 2027 Annual Meeting of Stockholders and expires on June 17, 2036. Following this grant, she holds 2,340 options directly.
NextCure, Inc. director Stephen W. Webster reported receiving a stock option grant covering 2,340 shares of common stock. The option has an exercise price of $2.02 per share and expires on June 17, 2036. It vests in full on the earlier of June 18, 2027 or the 2027 Annual Meeting of Stockholders, and reflects equity compensation rather than an open-market purchase or sale.
NextCure, Inc. director David S. Kabakoff received a stock option grant giving him the right to buy 3,510 shares of common stock at an exercise price of $2.02 per share as compensation. Following this award, he holds stock options for 3,510 shares directly.
The option vests in full on the earlier of June 18, 2027 or the date of NextCure’s 2027 annual stockholders’ meeting, meaning it becomes exercisable at that time. The option expires on June 17, 2036, providing a long-dated incentive tied to the company’s future performance.
NextCure, Inc. director John G. Houston reported a grant of stock options representing 2,340 shares of common stock. These options have an exercise price of $2.0200 per share and expire on June 17, 2036.
The option vests in full on the earlier of June 18, 2027 and the date of NextCure’s 2027 Annual Meeting of Stockholders, making this a routine, compensation-related award rather than an open-market purchase or sale. Following this grant, Houston holds options for 2,340 shares directly.