NextCure (NASDAQ: NXTC) sets Avere merger backed by $320M raise
Rhea-AI Filing Summary
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.
Positive
- Concurrent financing commitments total approximately $320 million in a private placement, expected to provide multi‑year funding to advance Avere’s lead oral IL‑23 candidate AVR‑001 through key Phase 2b and Phase 3 development milestones.
- NextCure stockholders receive contingent value rights for 90% of gross proceeds from future monetization of specified legacy assets during the CVR term, preserving potential upside from non‑core programs after the merger.
Negative
- The all‑stock structure leaves pre‑merger NextCure holders with only a low single‑digit percentage of the combined company, implying substantial ownership dilution if the merger closes.
- A restructuring tied to the transaction will reduce a substantial majority of employees and generate about $1.9 million in severance and related charges in the quarter ending September 30, 2026.
- NextCure is ceasing SIM0505 enrollment outside China and opting out of cost‑sharing for LNCB74, significantly reducing its direct involvement in previously highlighted ADC development programs.
Filing Explained
If completed, Avere holders would own approximately 98.11% and existing NextCure holders approximately 1.89% of the combined company, before the net-cash adjustment.
The
The transaction would convert Avere equity and the concurrent financing securities into NextCure common stock or pre-funded warrants; NextCure options priced at or below the Parent Closing Price would be settled for cash, while higher-priced options would be canceled for no consideration. This makes the disclosed ownership shift an issuance and control consequence for existing common holders, not a completed transaction.
The agreement reports the
The next specified resolution points are the Form S-4 becoming effective, approval by both companies' stockholders, Nasdaq listing approval, and receipt of at least
Sources and calculations
- NextCure Form 8-K (2026-07-14)
- Exhibit 99.1 joint press release (2026-07-14)
- Dilution definition (2026-07-14)
- Pre-funded warrant definition (2026-07-14)
- NextCure first-quarter 2026 fundamentals (2026-03-31)
- Cash compared with quarterly operating cash use (2026-03-31)
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $15,167,000 / ($13,363,000 / 90) = [object Object]
8-K Event Classification
Key Figures
Key Terms
Pre-Funded Warrants financial
Beneficial Ownership Limitation financial
Contingent Value Rights Agreement financial
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
antibody drug conjugate medical
Phase 1b psoriasis study medical
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What is the proposed merger between NextCure (NXTC) and Avere Therapeutics?
How much new capital will support the combined NextCure (NXTC) and Avere company?
What contingent value rights do NextCure (NXTC) stockholders receive in the merger?
How will the merger affect NextCure (NXTC) employees and near-term costs?
What is happening to NextCure’s (NXTC) SIM0505 and LNCB74 development programs?
What conditions must be met before the NextCure (NXTC)–Avere merger can close?
UNITED STATES
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| Item 1.01 | Entry into a Material Definitive Agreement |
Merger Agreement
On July 14, 2026, NextCure, Inc., a Delaware corporation (“NextCure” or “Parent”), Neptune Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of NextCure (“First Merger Sub”), Neptune Second Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of NextCure (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), and Avere Therapeutics, Inc., a Delaware corporation (“Avere” or “Company”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, (i) First Merger Sub will merge with and into Avere, with Avere continuing as a wholly owned subsidiary of NextCure and the surviving corporation of the merger (the “First Merger”), and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, Avere will merge with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity and a wholly owned subsidiary of NextCure (the “Second Merger” and, together with the First Merger, the “Merger”). The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the First Merger (the “First Effective Time”), (a) each then-outstanding share of Avere capital stock, including Avere common stock and Avere preferred stock and any shares of Avere capital stock issued pursuant to the Private Placement (as defined below), other than treasury shares and Dissenting Shares (as defined in the Merger Agreement), will be converted into the right to receive a number of shares of NextCure common stock equal to an exchange ratio calculated in accordance with the Merger Agreement (the “Exchange Ratio”); provided, that in the event the aggregate number of shares of NextCure common stock issuable to any holder of Avere capital stock would result in such holder, together with its affiliates, beneficially owning shares of NextCure common stock in excess of a specified percentage (not to exceed 19.99%) of the total outstanding shares of NextCure common stock (after giving effect to the issuance of the merger consideration) designated by such holder (or, if no percentage is timely designated, 9.99%) (such specified percentage, a “Beneficial Ownership Limitation”), then NextCure will issue to any such holder (x) shares of NextCure common stock up to such holder’s Beneficial Ownership Limitation and (y) in lieu of any shares in excess of such holder’s Beneficial Ownership Limitation, pre-funded warrants (the “Pre-Funded Warrants”) to purchase a number of shares of NextCure common stock upon exercise of such Pre-Funded Warrants equal to such excess shares, (b) each then-outstanding option to purchase shares of Avere capital stock will be assumed by NextCure and converted into an option to purchase shares of NextCure common stock, subject to adjustment as set forth in the Merger Agreement, (c) each then-outstanding restricted stock unit award for shares of Avere capital stock will be assumed by NextCure and converted into a restricted stock unit award for shares of NextCure common stock, subject to adjustment as set forth in the Merger Agreement and (d) each then-outstanding warrant to purchase shares of Avere capital stock, including any pre-funded warrant issued by Avere pursuant to the Private Placement, will be assumed by NextCure and converted into a warrant to purchase shares of NextCure common stock, subject to adjustment as set forth in the Merger Agreement. Under the terms of the Merger Agreement, prior to the Closing Date (as defined in the Merger Agreement), the board of directors of NextCure (the “Board”) will accelerate the vesting of all equity awards of NextCure then outstanding but not then vested or exercisable. Each option to acquire shares of NextCure common stock with an exercise price per share greater than the volume-weighted average closing trading price of a share of NextCure common stock on The Nasdaq Global Select Market (“Nasdaq”) for the five (5) consecutive trading days ending three (3) trading days immediately prior to the date on which NextCure delivers its net cash calculation pursuant to the Merger Agreement (which will be no later than five (5) business days before the date of the NextCure stockholder meeting) (the “Parent Closing Price”) will be cancelled at the First Effective Time for no consideration in accordance with the terms of the Merger Agreement. At the First Effective Time, each option to acquire shares of NextCure common stock with an exercise price less than or equal to the Parent Closing Price will be cancelled and converted into the right to receive an amount in cash without interest, less applicable tax withholding, equal to the product obtained by multiplying (i) the excess of the Parent Closing Price over the exercise price per share of the NextCure common stock underlying such option by (ii) the number of shares of NextCure common stock underlying such option. Pursuant to the Exchange Ratio formula, upon the closing of the Merger (and after giving effect to the financing transaction described below), on a pro forma basis and based upon the number of shares of NextCure common stock expected to be issued in the Merger or issuable upon exercise of Pre-Funded Warrants issued in lieu thereof, pre-Merger Avere stockholders will own approximately 98.11% of the combined company (including the holders of the PIPE Securities) and pre-Merger NextCure stockholders will own approximately 1.89% of the combined company (assuming no adjustment for Parent Net Cash (as defined in the Merger Agreement)). For purposes of calculating the Exchange Ratio, (i) shares of NextCure common stock underlying options to purchase shares of NextCure common stock with an exercise price less than or equal to the Parent Closing Price and other rights to receive shares of NextCure common stock (other than options to acquire shares of NextCure common stock with an exercise price greater than the Parent Closing Price, which will be cancelled for no consideration in accordance with the Merger Agreement) outstanding as of immediately prior to the closing of the Merger will be deemed to be outstanding (on a fully-diluted and as-converted to NextCure common stock basis), (ii) shares of NextCure common stock underlying any Parent Warrants (as defined in the Merger Agreement) outstanding as of immediately prior to the closing of the Merger will be deemed to be outstanding, and (iii) all shares of Avere capital stock underlying outstanding Avere stock options, restricted stock units, warrants and other rights to receive shares of Avere capital stock will be deemed to be outstanding (on a fully-diluted and as-converted to Avere common stock basis), except for certain stock options and other equity awards granted to directors, employees, consultants and other service providers of Avere following the date of the Merger Agreement and certain other exclusions set forth in the Merger Agreement. The Exchange Ratio will be adjusted to the extent that NextCure net cash at closing is less than the Parent Target Cash Amount (as defined in the Merger Agreement) and will be based on the amount of proceeds actually received by Avere in the financing transaction described below, as further described in the Merger Agreement.
In connection with the Merger, NextCure will seek the approval of its stockholders to, among other things, (a) issue shares of NextCure common stock issuable in connection with the Merger and the financing described below under the rules of Nasdaq and (b) amend its certificate of incorporation to (i) effect a reverse stock split of NextCure common stock (to the extent applicable and necessary), (ii) increase the number of shares of NextCure common stock that NextCure is authorized to issue, (iii) redomicile NextCure from Delaware to such jurisdiction as may be designated by Avere, and (iv) make such other changes as are mutually agreeable to NextCure and Avere (the “NextCure Voting Proposals”). In addition, the Merger Agreement provides that the Certificate of Amendment to NextCure’s certificate of incorporation to be filed in connection with the closing of the Merger will change the name of NextCure to “Avere Therapeutics, Inc.” In connection with these matters, NextCure intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Form S-4”), which will include a proxy statement and other relevant materials relating to a meeting of NextCure stockholders to be held in connection with the NextCure Voting Proposals.
Each of NextCure and Avere has agreed to customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants relating to (1) using commercially reasonable efforts to obtain the regulatory approvals required by applicable law, (2) nonsolicitation of alternative acquisition proposals, (3) the conduct of their respective businesses during the period between the date of signing the Merger Agreement and the closing of the Merger, (4) NextCure using commercially reasonable efforts to maintain the existing listing of the NextCure common stock on Nasdaq and to cause the shares of NextCure common stock to be issued in connection with the Merger to be approved for listing on Nasdaq prior to the closing of the Merger, and (5) NextCure filing with the SEC the Form S-4.
Consummation of the Merger is subject to certain closing conditions, including, among other things, (1) approval by the requisite NextCure stockholders of the NextCure Voting Proposals, (2) approval by the requisite Avere stockholders of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, (3) Nasdaq’s approval of the listing application to be submitted in connection with the Merger, (4) NextCure’s Form S-4 becoming effective in accordance with the Securities Act of 1933, as amended (the “Securities Act”), and not being subject to any stop order or proceeding seeking a stop order, (5) the expiration or termination of any applicable waiting periods (or extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (6) the securities purchase agreement (described below) being in full force and effect and proceeds of not less than $150,000,000 (including any notes contributed as consideration in the financing transaction described below) having been received by Avere or to be received by Avere substantially concurrently with the closing of the Merger. Each party’s obligation to consummate the Merger is also subject to other specified customary conditions, including regarding the accuracy of the representations and warranties of the other party, subject to the applicable materiality standard, and the performance in all material respects by the other party of its obligations under the Merger Agreement required to be performed on or prior to the date of the closing of the Merger.
The Merger Agreement contains certain termination rights of each of NextCure and Avere. Upon termination of the Merger Agreement under specified circumstances, NextCure may be required to pay Avere a termination fee of $330,000 and Avere may be required to pay NextCure a termination fee of $2,000,000, plus reimbursement of certain NextCure transaction expenses in an amount not to exceed $750,000.
The transaction has been approved by the boards of directors of both companies and is expected to close in the third quarter of 2026, subject to certain closing conditions, including, among other things, approval by the stockholders of NextCure and the stockholders of Avere and the satisfaction of customary closing conditions.
At the effective time of the Merger, the Board is expected to consist of four members, all of whom will be designated by Avere. Upon the closing of the transaction, the combined company will be led by Avere’s president and chief executive officer.
Financing Transaction
Concurrently with the execution and delivery of the Merger Agreement, certain institutional and accredited investors have entered into a securities purchase agreement (the “Purchase Agreement”) with Avere, pursuant to which they have agreed, subject to the terms and conditions of the Purchase Agreement, to purchase (including by contribution of Company Notes (as defined in the Merger Agreement)) immediately prior to the First Effective Time, shares of Avere capital stock and pre-funded warrants to purchase shares of Avere capital stock (together, the “PIPE Securities”) for an aggregate purchase price of approximately $320 million in a private placement (the “Private Placement”). The closing of the Private Placement is conditioned on the satisfaction or waiver of the conditions set forth in the Merger Agreement (in addition to other customary closing conditions) and is expected to occur immediately prior to the First Effective Time.
The Purchase Agreement contains customary representations and warranties of Avere, on the one hand, and the investors, on the other hand, and customary indemnification provisions. The Private Placement is also subject to approval of Avere’s stockholders, which is expected to be received at the same time as the approval of the Merger.
Pursuant to the terms of the Purchase Agreement, at the closing of the Private Placement, Avere will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with the purchasers of the PIPE Securities, which will provide for the registration and resale of the NextCure common stock issuable in exchange for the PIPE Securities upon closing of the Merger and the shares of NextCure common stock issuable upon exercise of the pre-funded warrants following the Merger, in accordance with the terms of the Registration Rights Agreement.
Shares of Avere capital stock and pre-funded warrants issued pursuant to this financing transaction will be converted into shares of NextCure common stock and pre-funded warrants to acquire shares of NextCure common stock, in accordance with the Exchange Ratio and the Merger Agreement.
Contingent Value Rights Agreement
At or prior to the First Effective Time, NextCure will enter into a Contingent Value Rights Agreement (the “CVR Agreement”) with a rights agent (“Rights Agent”), pursuant to which NextCure’s pre-Merger stockholders will receive one contingent value right (each, a “CVR”) for each outstanding share of NextCure common stock and NextCure preferred stock held by such stockholder as of the applicable record date, including shares of NextCure common stock issued in respect of restricted stock awards of NextCure accelerated in connection with the Merger. Each CVR will represent the contractual right to receive 90% of the gross proceeds, if any, derived from any consideration that is paid to NextCure during the CVR Term (as defined in the CVR Agreement) during a specified period as a result of the license, sale, assignment, transfer or other disposition of certain of NextCure’s pre-Merger legacy assets identified in the CVR Agreement, less permitted deductions set forth in the CVR Agreement.
The contingent payments under the CVR Agreement, if they become payable, will become payable to the Rights Agent for subsequent distribution to the holders of the CVRs. In the event that no such proceeds are received, holders of the CVRs will not receive any payment pursuant to the CVR Agreement. There can be no assurance that any holders of CVRs will receive any payments with respect thereto.
The right to the contingent payments contemplated by the CVR Agreement is a contractual right only and will not be transferable, except in the limited circumstances specified in the CVR Agreement. The CVRs will not be evidenced by a certificate or any other instrument and will not be registered with the SEC. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in NextCure or any of its affiliates. No interest will accrue on any amounts payable in respect of the CVRs.
Support Agreements and Lock-Up Agreements
Concurrently with the execution of the Merger Agreement, (i) certain stockholders of Avere (solely in their respective capacities as Avere stockholders) holding approximately 40% of the outstanding shares of Avere capital stock have entered into support agreements with NextCure and Avere to vote all of their shares of Avere capital stock in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby and against any alternative acquisition proposals (the “Avere Support Agreements”) and (ii) certain directors and officers of NextCure holding approximately 12% of the outstanding shares of NextCure common stock have entered into support agreements with NextCure and Avere to vote all of their shares of NextCure common stock in favor of the NextCure Voting Proposals and against any alternative acquisition proposals (the “NextCure Support Agreements” and, together with the Avere Support Agreements, the “Support Agreements”).
Concurrently with the execution of the Merger Agreement, certain executive officers, directors and stockholders of Avere have entered into lock-up agreements (the “Lock-Up Agreements”) pursuant to which, subject to specified exceptions, they have agreed not to transfer their shares of NextCure common stock for the 180-day period following the Closing Date.
The preceding summaries of the Merger Agreement, the Support Agreements, the CVR Agreement, the Purchase Agreement and the Lock-Up Agreements do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, the form of Avere Support Agreement, the form of NextCure Support Agreement, the form of Purchase Agreement, the form of Registration Rights Agreement, the form of Lock-Up Agreement and the form of CVR Agreement, which are filed as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to this Current Report on Form 8-K and which are incorporated herein by reference. The Merger Agreement has been attached as an exhibit to this Current Report on Form 8-K to provide investors and securityholders with information regarding its terms. It is not intended to provide any other factual information about Avere or NextCure or to modify or supplement any factual disclosures about NextCure in its public reports filed with the SEC. The Merger Agreement includes representations, warranties and covenants of Avere, NextCure and each Merger Sub made solely for the purpose of the Merger Agreement and solely for the benefit of the parties thereto in connection with the negotiated terms of the Merger Agreement. Investors should not rely on the representations, warranties and covenants in the Merger Agreement or any descriptions thereof as characterizations of the actual state of facts or conditions of Avere, NextCure or any of their respective affiliates. Moreover, certain of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to SEC filings or may have been used for purposes of allocating risk among the parties to the Merger Agreement, rather than establishing matters of fact.
| Item 2.05 | Costs Associated with Exit or Disposal Activities |
The Board of Directors of NextCure approved a restructuring and workforce reduction plan (the “Plan”) intended to better align NextCure’s workforce and operations with the anticipated needs of its business pending the closing of the Merger. The Plan is expected to begin in July 2026 and result in a reduction in force affecting a substantial majority of NextCure’s workforce during the quarter ending September 30, 2026, in conjunction with the planned transition under the terms of the Merger Agreement.
In connection with the implementation of the Plan, NextCure expects to incur one-time charges and cash expenditures of approximately $1.9 million during the quarter ending September 30, 2026, primarily related to employee wages and severance payments, healthcare continuation and related termination costs. NextCure expects to incur these charges primarily during the third quarter of 2026 and payment of these charges is expected to be completed by the fourth quarter of 2026.
The actual timing and amount of these charges may differ from NextCure’s current estimates due to a variety of factors, including the finalization of severance terms, jurisdiction-specific legal requirements, and the pace of transition activities. NextCure may also incur additional non-material charges in future periods related to the Plan.
| Item 5.01 | Changes in Control of Registrant |
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On July 14, 2026, NextCure and Avere issued a joint press release announcing the entry into the Merger Agreement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events |
SIM0505 Clinical Program Update
On July 14, 2026, NextCure announced that it no longer intends to expand the clinical site footprint for SIM0505 into Europe and Canada. SIM0505 is a novel antibody drug conjugate (“ADC”) directed to cadherin-6 (or CDH6) and featuring a proprietary topoisomerase 1 inhibitor payload, which NextCure licensed from Simcere Zaiming Pharmaceutical Co., Ltd. (“Simcere Zaiming”). NextCure holds exclusive global rights to develop, manufacture and commercialize SIM0505, excluding China, Hong Kong, Macau and Taiwan, which are retained by Simcere Zaiming. SIM0505 is being evaluated in an open-label Phase 1 study, with patients being enrolled by Simcere Zaiming at sites in China, for the potential treatment of advanced solid tumors, including ovarian cancer, with an emphasis on platinum-resistant ovarian cancer.
NextCure has informed all U.S. clinical trial sites to stop screening, consenting, enrolling, and delivering first doses to new patients in the SIM0505 study. NextCure is working with clinical trial sites and principal investigators to develop and implement plans to cease treatment of patients currently on study and to transition such patients, as appropriate, to alternative therapies in accordance with applicable requirements. This program-specific decision is not based on any negative safety or efficacy finding or any dispute with Simcere Zaiming. Any strategic alternatives with respect to SIM0505 would be pursued in accordance with the terms of the parties’ existing license agreement.
NextCure expects to seek opportunities to partner, license or otherwise monetize its rights to SIM0505, including in connection with the contingent value right arrangement described above, although there can be no assurance that any such transaction will be entered into or consummated or that any proceeds will become payable to holders of the contingent value rights.
As previously disclosed, NextCure and Simcere Zaiming presented positive Phase 1 dose escalation data for SIM0505 in patients with gynecologic cancers at ASCO 2026, and NextCure continues to believe in the potential of SIM0505 based on the clinical activity and safety profile observed to date.
LNCB74 Collaboration Update
In November 2022, NextCure entered into a Research and Collaboration and Co-Development Agreement (the “LigaChem Agreement”) with LigaChem Biosciences, Inc. (“LigaChem”), which established a collaboration wherein the parties equally share the costs of co-developing ADC molecules and profits on commercialized products arising from such co-development. Under the collaboration, the parties jointly developed LNCB74, the only product co-developed under the LigaChem Agreement. LNCB74 is a novel ADC directed to B7-H4 featuring a glucuronidase-cleavable, site-specific linker with MMAE payload designed for improved selective release of payload in tumor cells, and reduced payload release in non-tumor cells. LNCB74 is being evaluated in an open-label Phase 1 study for the potential treatment of advanced solid tumors, including breast, ovarian, and endometrial cancers. On July 14, 2026, NextCure announced that it has informed LigaChem that NextCure has opted-out of continued cost-sharing for LNCB74. NextCure’s specific decision with respect to LNCB74 is not based on any negative safety or efficacy finding or any dispute with LigaChem.
NextCure and LigaChem are in active discussions regarding potential continuation of the LNCB74 Phase 1 trial for an interim period at LigaChem’s cost and regarding whether LigaChem desires to continue the trial for and further development of LNCB74 as a Sole Developing Party (as defined by the LigaChem Agreement).
Forward-Looking Statements
This Current Report on Form 8-K and the exhibits filed or furnished herewith contain forward-looking statements (including within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act) concerning NextCure, Avere, the proposed transactions and other matters. These forward-looking statements include express or implied statements relating to the structure, timing and completion of the proposed Merger; the combined company’s listing on Nasdaq after closing of the proposed Merger; expectations regarding the ownership structure of the combined company; expectations regarding the financing transaction and the closing thereof; the expected executive officers and directors of the combined company; the future operations of the combined company; the nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any product candidates of the combined company; anticipated preclinical and clinical drug development activities and related timelines, including the expected timing for data and other clinical results; and any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim”, “anticipate”, “assume”, “believe”, “continue”, “could”, “should”, “due”, “estimate”, “expect”, “intend”, “hope”, “may”, “objective”, “plan”, “predict”, “potential”, “positioned”, “seek”, “target”, “towards”, “forward”, “later”, “will”, “would”, and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or similar language. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting NextCure, Avere or the proposed transaction will be those that have been anticipated.
Forward-looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from those projected in any forward-looking statement. These risks and uncertainties include, but are not limited to, risks associated with the possible failure to satisfy the conditions to the closing or consummation of the Merger, including NextCure’s failure to obtain stockholder approval for the Merger, risks associated with the potential failure to complete the financing transaction in a timely manner or at all, risks associated with the uncertainty as to the timing of the consummation of the Merger and the ability of each of NextCure and Avere to consummate the transactions contemplated by the Merger, risks associated with NextCure’s continued listing on Nasdaq until closing of the Merger, the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity necessary to consummate the Merger; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger prior to the closing or consummation of the Merger, risks associated with the possible failure to realize certain anticipated benefits of the Merger, including with respect to future financial and operating results; the effect of the completion of the Merger on the combined company’s business relationships, operating results and business generally; risks associated with the combined company’s ability to manage expenses and unanticipated spending and costs that could reduce the combined company’s cash resources; risks related to the combined company’s ability to correctly estimate its operating expenses and other events; changes in capital resource requirements; risks related to the inability of the combined company to obtain sufficient additional capital to continue to advance its product candidates or its preclinical programs; the outcome of any legal proceedings that may be instituted against the combined company or any of its directors or officers related to the Merger Agreement or the transactions contemplated thereby; the ability of the combined company to obtain, maintain and protect its intellectual property rights, in particular those related to its product candidates; the combined company’s ability to advance the development of its product candidates or preclinical activities under the timelines it anticipates in planned and future clinical trials; the combined company’s ability to replicate in later clinical trials positive results found in preclinical studies and early-stage clinical trials of its product candidates; the combined company’s ability to realize the anticipated benefits of its research and development programs, strategic partnerships, licensing programs or other collaborations; regulatory requirements or developments and the combined company’s ability to obtain necessary approvals from the U.S. Food and Drug Administration or other regulatory authorities; changes to clinical trial designs and regulatory pathways; competitive responses to the Merger and changes in expected or existing competition; unexpected costs, charges or expenses resulting from the Merger; potential adverse reactions or changes to business relationships resulting from the completion of the Merger; legislative, regulatory, political and economic developments; changes in international relations, tariffs, and other trade regulations between the U.S. and China; and the impact of current and future laws and regulations. More detailed information on these and additional factors that could affect NextCure’s actual results is described under the heading “Risk Factors” in NextCure’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and in NextCure’s other filings with the Securities and Exchange Commission. You should not place undue reliance on any forward-looking statements. Forward-looking statements speak only as of the date of this Current Report on Form 8-K, and NextCure assumes no obligation to update any forward-looking statements, even if expectations change.
No Offer or Solicitation
This Current Report on Form 8-K and the exhibits filed or furnished herewith are not intended to and do not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed transaction or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS CURRENT REPORT ON FORM 8-K AND THE EXHIBITS FILED OR FURNISHED HEREWITH ARE TRUTHFUL OR COMPLETE.
Important Additional Information About the Proposed Transaction Will be Filed with the SEC
This Current Report on Form 8-K and the exhibits filed or furnished herewith are not substitutes for any other document that NextCure may file with the SEC in connection with the proposed transaction, including the registration statement on Form S-4 (the “Form S-4”) that will contain a proxy statement and prospectus. In connection with the proposed transaction between NextCure and Avere, NextCure intends to file relevant materials with the SEC, including the Form S-4. NEXTCURE URGES INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION STATEMENT, INCLUDING THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NEXTCURE, AVERE, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the Form S-4 and other documents filed by NextCure with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders should note that NextCure communicates with investors and the public using its website (https://www.nextcure.com) and the investor relations website (https://ir.nextcure.com/) where anyone will be able to obtain free copies of the Registration Statement and included proxy statement/prospectus and other documents filed by NextCure with the SEC and stockholders are urged to read the Registration Statement and included proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction.
Participants in the Solicitation
NextCure, Avere and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the proposed transaction. Information about NextCure’s directors and executive officers, including a description of their interests in NextCure, is included in NextCure’s most recent definitive proxy statement, as filed with the SEC on April 24, 2026. Additional information regarding these persons and their interests in the proposed transaction will be included in the proxy statement/prospectus relating to the proposed transaction when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 2.1* | Agreement and Plan of Merger and Reorganization, dated as of July 14, 2026, by and among NextCure, Inc., Neptune Merger Sub Corp., Neptune Second Merger Sub, LLC and Avere Therapeutics, Inc. | |
| 10.1 | Form of Avere Support Agreement | |
| 10.2 | Form of NextCure Support Agreement | |
| 10.3 | Form of Avere Securities Purchase Agreement | |
| 10.4 | Form of Registration Rights Agreement | |
| 10.5 | Form of Lock-Up Agreement | |
| 10.6 | Form of CVR Agreement | |
| 99.1 | Press Release, issued on July 14, 2026 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
| * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 14, 2026 | NEXTCURE, INC. | |
| By: | /s/ Steven P. Cobourn | |
| Name: | Steven P. Cobourn | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
NextCure and Avere Therapeutics Announce Merger to Advance Once-Weekly Oral IL-23 Therapy
Avere Therapeutics’ lead program, AVR-001, is a differentiated oral peptide interleukin-23 (IL-23) receptor antagonist, with Phase 1b psoriasis data supporting its potential to be rapidly developed as a convenient, once-weekly oral therapy
Concurrent $320 million private investment from world-class investor syndicate ensures combined company is well-capitalized to accelerate development of AVR-001
Company’s financial runway expected to fund AVR-001 through Phase 2b readout in psoriasis, initiation of a Phase 3 trial in psoriasis, and initiation of a Phase 2b trial in ulcerative colitis
Company to be led by a seasoned team of biotech executives: Andrew Cheng, MD, PhD as CEO, President, & Chairman of the Board; Kitty Yale as CDO; William White as CFO & Head of Corporate Development; and Brett Pletcher as General Counsel
San Francisco, CA, July 14, 2026 – NextCure, Inc. (Nasdaq: NXTC) (“NextCure”) and Avere Therapeutics, Inc. (“Avere”), a privately-held biotechnology company advancing oral therapies for IL-23 driven inflammatory diseases, today announced they have entered into a definitive merger agreement (the “Agreement”) for an all-stock transaction. The Agreement brings together Avere’s differentiated oral IL-23 program with NextCure’s public market infrastructure to accelerate development of AVR-001. Upon completion of the transaction, which is expected to occur in the second half of 2026, the combined company is expected to operate as Avere Therapeutics, Inc., and trade on Nasdaq under the ticker symbol “AVRX.”
Avere is led by a seasoned executive team that guided Akero Therapeutics (Nasdaq: AKRO) from pre-IPO through its sale to Novo Nordisk for up to $5.2 billion in December 2025. The team is led by Andrew Cheng, MD, PhD, Chief Executive Officer, President, and Chairman of the Board and includes Kitty Yale, Chief Development Officer; William White, Chief Financial Officer and Head of Corporate Development; and Brett Pletcher, General Counsel.
A concurrent $320 million private placement was led by Fairmount and Hansoh Pharmaceutical Group Co., Ltd. (“Hansoh”), with participation from Venrock Healthcare Capital Partners; General Atlantic; Janus Henderson Investors; Wellington Management; Boyu Capital; Sirona Capital; funds and accounts advised by T. Rowe Price Investment Management Inc.; RTW Investments; Sirenia Capital Management LP; Logos Capital; Redmile; Affinity Asset Advisors, LLC; Balyasny Asset Management; Wedbush Healthcare Partners; and other institutional investors. The financing includes $251 million of convertible notes (and interest thereon) that will be exchanged for common stock concurrently with the closing of the merger. The private placement is expected to fully fund company operations through the readout of a global Phase 2b trial in psoriasis, commencement of a Phase 3 trial in psoriasis, and commencement of a Phase 2b trial in ulcerative colitis.
Avere recently completed a global, ex-Greater China exclusive licensing agreement with Hansoh, a leading innovation-driven pharmaceutical enterprise, granting Avere ex-China rights for the development, manufacture, and commercialization of AVR-001, a cyclic peptide IL-23 receptor antagonist. In exchange, Hansoh will receive upfront payments totaling $120 million and is eligible to receive up to $2.18 billion in customary development and sales milestones as well as mid-single to low-double digit sales royalty payments.
“The combination of the strong clinical data from Hansoh’s Phase 1b psoriasis study, the capital raised through this financing from a world-class investor syndicate, and immediate access to the public markets positions us to be highly competitive in the emerging oral IL-23 market,” said Andrew Cheng, MD, PhD, CEO of Avere. “We have a clear line of sight to potentially value-generating clinical data and the resources to execute our plans. We are focused on rapidly delivering a once-weekly oral IL-23 therapy that combines best-in-class convenience with efficacy competitive with other emerging oral IL-23 therapies.”
AVR-001 is engineered for enhanced pharmacokinetic properties, including a half-life of approximately 100 hours, enabling once-weekly oral dosing. Clinical data from the Phase 1b trial conducted by Hansoh in patients with moderate-to-severe plaque psoriasis demonstrate once-weekly AVR-001 achieved Week 4 and Week 8 PASI and PASI 75 responses comparable on a cross-trial basis to the first-generation once-daily oral inhibitor, despite only 4 weeks of dosing, suggesting durable pharmacodynamic activity. After four weeks of dosing, AVR-001 was generally well-tolerated, with an overall adverse event profile supporting continued clinical development. A US IND for AVR-001 is open, and initiation of the Phase 2b study by Avere is anticipated in early 2027, with an expected readout in the first half of 2028. A Phase 2b psoriasis study in China conducted by Hansoh is also expected to read out in 2027.
“Since our founding, NextCure has been committed to advancing innovative therapies designed to improve outcomes for patients. I am incredibly proud of the dedication, talent, and perseverance of the NextCure team and the important contributions they have made in pursuit of our mission,” said Michael Richman, President and CEO of NextCure. “We are pleased to announce this transaction with Avere, which represents a compelling opportunity for NextCure’s stockholders to participate in the development of once-weekly AVR-001 and its significant therapeutic and commercial potential. NextCure’s Board of Directors and management team are in full support of this transaction, and we believe Avere’s strong balance sheet and experienced management team are well-positioned to successfully execute on the development plans for AVR-001.”
About the Proposed Transaction
Under the terms of the merger agreement, as of the closing of the proposed merger, the pre-merger NextCure stockholders are expected to own approximately 1.21% of the combined company and the pre-merger Avere stockholders (inclusive of those investors participating in the pre-closing financing) are expected to own approximately 98.79% of the combined company. The percentage of the combined company that NextCure’s stockholders will own as of the closing of the proposed merger is subject to adjustment based on the estimated amount of NextCure’s net cash immediately prior to the closing date.
The transaction has received approval by the Board of Directors of both companies and is expected to close in the second half of 2026, subject to certain closing conditions, including, among others, approval by the stockholders of each company, the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission (the “SEC”) to register the securities to be issued in connection with the proposed merger and the satisfaction of other customary closing conditions.
The combined company plans to operate under the name Avere Therapeutics, Inc. and will be led by Dr. Andrew Cheng, Avere’s current Chief Executive Officer. Avere’s existing Board of Directors will become directors of the combined company. The Board is chaired by Dr. Cheng and includes Julianne Bruno (Fairmount) and two representatives from Hansoh. In addition, Nimish Shah (Venrock Healthcare Capital Partners) is expected to join the Board prior to transaction closing.
NextCure stockholders are eligible to receive a contingent value right (CVR) entitling them to 90% of net proceeds from any future license, divestiture or other monetization of NextCure’s pipeline assets and other programs for a period of two years following the closing of the transaction.
Wedbush Securities Inc. is serving as exclusive strategic financial advisor and Gibson, Dunn & Crutcher LLP is serving as legal counsel to Avere. Jefferies and Wedbush & Co., LLC are serving as placement agents to Avere. Cooley LLP is serving as legal counsel to the placement agents. Tungsten Advisors is serving as financial advisor and Sidley Austin LLP is serving as legal counsel to NextCure.
About NextCure Inc.
NextCure is a clinical-stage biopharmaceutical company focused on advancing innovative medicines to treat cancer patients through the use of targeted therapies including antibody-drug conjugates. It focuses on advancing therapies that leverage core strengths in understanding biological pathways and biomarkers, the interactions of cells within and beyond the tumor microenvironment and the role each interaction plays in biologic response.
About Avere Therapeutics
Avere Therapeutics is a biotechnology company developing oral therapies for the treatment of IL-23-driven inflammatory diseases. Avere's lead asset, AVR-001, is an oral IL-23 receptor antagonist with the potential to deliver competitive efficacy with emerging oral IL-23 therapies in a convenient, once-weekly dose. Avere is initially advancing AVR-001 in psoriasis, with potential to expand into multiple indications, including ulcerative colitis, Crohn's disease, and psoriatic arthritis, where the IL-23 pathway is validated and the need for more convenient and effective therapies remains high. For more information, visit www.averetx.com.
Forward Looking Statements
This press release contains forward-looking statements concerning NextCure, Avere, the proposed pre-closing financing and the proposed merger (collectively, the “Proposed Transactions”) and other matters. These forward-looking statements include, but are not limited to, express or implied statements relating to NextCure’s and Avere’s management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: the Proposed Transactions and their expected effects, perceived benefits or opportunities, including expected investment amounts and proceeds from investors, and related timing with respect thereto; expectations regarding or plans for discovery, preclinical studies, clinical trials and research and development programs, in particular with respect to AVR-001, and any developments or results in connection therewith; the anticipated timing of the commencement of and results from those studies and trials; expectations regarding the use of proceeds, the sufficiency of post-transaction resources to support the advancement of Avere’s pipeline through certain milestones and the time period over which the combined company’s post-transaction capital resources will be sufficient to fund the combined company’s anticipated operations; and statements related to the Company’s intellectual property, its freedom to operate and the intellectual property of others; the combined company operating under the name Avere Therapeutics, Inc. and trading on Nasdaq under the ticker symbol “AVRX”; the expected ownership percentages of pre-merger NextCure and Avere stockholders following the closing of the proposed merger; the potential for AVR-001 to be a treatment for IL-23-driven inflammatory diseases; and whether AVR-001 will achieve clinical proof of concept, match the efficacy of other oral IL-23 therapies, or achieve once-weekly dosing convenience. The words “opportunity,” “potential,” “milestones,” “pipeline,” “can,” “goal,” “strategy,” “target,” “anticipate,” “achieve,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “plan,” “possible,” “project,” “should,” “will,” “would” and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements.
These forward-looking statements are based on management’s current expectations and assumptions as of the date of this press release and are subject to a number of known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the following: the risk that the Proposed Transactions may not be completed on the anticipated timeline or at all; the failure to satisfy the conditions to the closing of the merger, including obtaining the requisite approvals of the stockholders of each of NextCure and Avere and the effectiveness of the registration statement to be filed with the SEC in connection with the Proposed Transactions; risks related to the clinical development of AVR-001, including the possibility of delays, unfavorable clinical results, safety or tolerability issues, or the failure to obtain regulatory approval; uncertainties regarding the capabilities and potential of Avere’s pipeline programs; the risk that the financing may not close or may not generate the anticipated proceeds; market, macroeconomic, or other conditions that could adversely affect the combined company’s cash runway or ability to raise additional capital; risks related to the integration of the two companies and the management of a newly public company; the highly competitive nature of the IL-23-driven inflammatory disease therapeutic landscape, including the risk that competitors may develop superior or more cost-effective therapies; risks related to the Company’s dependence on the in-licensed Hansoh program and the terms of the Hansoh license, including the associated milestone and royalty obligations; the risk that clinical data generated by Hansoh outside the United States may not be replicated in the Company’s own clinical trials or accepted by the U.S. Food and Drug Administration; risks related to the Company’s ability to obtain, maintain, protect and enforce its intellectual property rights, including the scope, validity, enforceability and duration of those rights; risks related to third-party claims that the Company’s products, product candidates or technologies infringe, misappropriate or otherwise violate the rights of others; and the adjustment to the exchange ratio based on the estimated amount of NextCure’s net cash.
Additional factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements in this press release are discussed in NextCure’s filings with the SEC, including its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other reports filed with the SEC from time to time, and will be discussed in the registration statement to be filed by NextCure with the SEC in connection with the Proposed Transactions. Readers are cautioned not to place undue reliance on these forward-looking statements. Each of NextCure and Avere expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. All forward-looking statements are made as of the date of this press release.
No Offer or Solicitation
This press release and the information contained herein is not intended to and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the Proposed Transactions or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the Proposed Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except in accordance with the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESS RELEASE IS TRUTHFUL OR COMPLETE.
Important Additional Information about the Proposed Transactions Will be Filed with the SEC
This press release is not a substitute for the registration statement or for any other document that NextCure may file with the SEC in connection with the Proposed Transactions. In connection with the Proposed Transactions between NextCure and Avere, NextCure intends to file relevant materials with the SEC, including a registration statement on Form S-4 that will contain a proxy statement/prospectus of NextCure. NextCure URGES INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NEXTCURE, AVERE, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed by NextCure with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Stockholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the Proposed Transactions. In addition, investors and stockholders should note that NextCure communicates with investors and the public using its website (www.NextCure.com).
Participants in the Solicitation
NextCure, Avere and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the Proposed Transactions. Information about NextCure’s directors and executive officers, including a description of their interests in NextCure, is included in NextCure’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q filed with the SEC, including any information incorporated therein by reference, as filed with the SEC, and other documents that may be filed from time to time with the SEC. Additional information regarding these persons and their interests in the transaction will be included in the proxy statement/prospectus relating to the Proposed Transactions when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
Media and Investor Contact
Lia Dangelico
Deerfield Group
lia.dangelico@deerfieldgroup.com