[8-K] NextCure, Inc. Reports Material Event

Rhea-AI Filing Summary

NextCure, Inc. (NASDAQ: NXTC) executed a 1-for-12 reverse stock split of its common shares, effective 12:01 a.m. ET on 14 July 2025, pursuant to an amendment to its Third Amended and Restated Certificate of Incorporation approved by shareholders on 20 June 2025 and subsequently adopted by the Board of Directors.

The split consolidates every twelve pre-split shares into one post-split share and proportionally adjusts outstanding equity awards: (i) shares available under the 2019 Omnibus Plan and 2019 Employee Stock Purchase Plan, (ii) annual ESPP “evergreen” additions, and (iii) option share counts, with a corresponding increase in option exercise prices. The authorised share count remains 100 million. No fractional shares will be issued; cash will be paid in lieu of fractions based on the prior trading day’s closing price. Trading on a split-adjusted basis begins 14 July 2025 under the unchanged ticker “NXTC.”

Insights

Financial Analyst

TL;DR – 1-for-12 reverse split reduces share count; neutral financial impact.

The filing is narrowly focused on mechanics of the reverse split with no additional operational or financial data. While the action is structurally significant—it consolidates outstanding shares and adjusts all equity-based plans—the company keeps its 100 million authorised share ceiling, suggesting no change to potential future dilution capacity. Cash payments for fractional shares eliminate administrative odd-lots, and split-adjusted trading commences immediately, minimising market disruption. Because the document cites no compliance triggers, minimum-bid price issues, or strategic rationale, the event is classified as corporate-action neutral from a valuation standpoint.

Risk Analyst

TL;DR – Corporate action alters capital structure but discloses no new risks.

From a risk perspective, the 8-K simply implements a shareholder-authorised amendment. Key mitigants include maintaining authorised share levels and providing cash for fractional shares, reducing potential shareholder disputes. The change affects equity incentive plan metrics but preserves economic value through option repricing. No debt covenants, listing-compliance issues, or regulatory concerns are mentioned, so immediate risk profile remains unchanged.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 14, 2025

NextCure, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation) 001-38905
(Commission File Number) 47-5231247
(IRS Employer Identification No.)

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9000 Virginia Manor Road, Suite 200 Beltsville, Maryland		20705
(Address of principal		(Zip Code)
executive offices)

Registrant's telephone number, including area code: (240) 399-4900

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	NXTC	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

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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 13(a) of the Exchange Act. ☐

Item 3.03Material Modification to Rights of Security Holders

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03

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Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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Reverse Stock Split

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On July 14, 2025, NextCure, Inc., a Delaware corporation (the “Company”), effected a one-for-twelve (1:12) reverse stock split (“Reverse Stock Split”) of the Company’s common stock, par value $0.001 (the “Common Stock”). As previously disclosed, at the annual meeting of stockholders of the Company held on June 20, the stockholders of the Company approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Amendment”) to effect a reverse stock split at a ratio in the range of one-to-five (1:5) to one-to-fifteen (1:15), with such ratio to be subsequently determined in the discretion of the Company’s board of directors (the “Board”).

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Pursuant to such authority granted by the Company’s stockholders, the Board approved the Reverse Stock Split of the Common Stock, and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment became effective at 12:01 a.m. Eastern Time on July 14, 2025.

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The Reverse Stock Split will affect all shares of Common Stock outstanding immediately prior to the effective time of the Reverse Stock Split. In addition, the Reverse Stock Split will effect a reduction in the number of shares of Common Stock (i) available for issuance under the Company’s 2019 Omnibus Plan and 2019 Employee Stock Purchase Plan, (ii) to be automatically added to the number of shares available for issuance under the 2019 Employee Stock Purchase Plan pursuant to the annual “evergreen” provision of such plan, and (iii) issuable upon the exercise of stock options outstanding immediately prior to the effectiveness of the Reverse Stock Split. To reflect the Reverse Stock Split, there will also be a corresponding increase in the exercise price per share applicable to outstanding stock options. The number of authorized shares of Common Stock will remain at 100 million shares.

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No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled to a check representing the cash value equal to the fraction to which the stockholder would otherwise be entitled, multiplied by the closing price of the Common Stock, as reported by Nasdaq, on the last trading day prior to the effective date of the Reverse Stock Split.

The Common Stock is scheduled to begin trading on the Nasdaq Global Select Market on a split-adjusted basis when the market opens on July 14, 2025 under the existing ticker symbol “NXTC”.

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The foregoing description is qualified in its entirety by the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 9.01Financial Statements and Exhibits

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d) Exhibits

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Exhibit No.		Description
3.1		Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of NextCure, Inc.
104		Cover Page Interactive Data File (formatted as inline XBRL).

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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.

November
Dated: July 14, 2025	NEXTCURE, INC. ​
	By:	/s/ Steven P. Cobourn
	Name:	Steven P. Cobourn
	Title:	Chief Financial Officer

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FAQ

What ratio is NextCure's (NXTC) reverse stock split?

One-for-twelve (1:12)—every 12 pre-split shares are combined into 1 post-split share.

When does NXTC begin trading on a split-adjusted basis?

Trading on the Nasdaq Global Select Market begins 14 July 2025.

Will the authorised share count change after the reverse split?

No, authorised common shares remain at 100 million.

How are fractional shares handled in the NXTC reverse split?

Holders receive cash in lieu of fractions, calculated using the closing price on the day before effectiveness.

What happens to outstanding employee stock options after the reverse split?

Option share counts are reduced 12-for-1 and exercise prices increase proportionally to preserve economic value.