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

Rhea-AI Filing Summary

Insights

Corporate Actions Analyst

Reverse 1-for-12 split restructures share count; no change in fundamentals, neutral immediate financial impact but alters per-share metrics.

What happened: The board approved a 1:12 reverse split effective July 14 2025. Every 12 outstanding shares convert into one, with cash paid for fractions. No new capital is raised and the company’s Delaware charter remains unchanged.

Share mechanics: The action cuts the public float and shares underlying options, RSUs and plan reserves by 91.7 %, while multiplying each exercise price by 12. The filing confirms automatic, proportionate adjustments across all equity-based instruments, preserving holders’ economic value.

Capital-structure implications: Post-split, per-share figures such as earnings-per-share, book value and trading price will scale upward twelve-fold, yet total market capitalization should stay constant barring market reaction. Cash needed for fractional payouts is de-minimis because only residual shares are affected.

Governance and disclosure quality: The company gives a clear timetable, treatment of fractional shares and mechanical adjustments, reducing operational uncertainty for brokers and plan administrators. The filing does not specify the strategic rationale, so no inference can be drawn regarding liquidity, listing status or capital strategy.

Bottom line: Because it merely rebases share count without altering economics, the event is structurally neutral in the short term; investors should monitor how revised per-share metrics influence market perception.

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  UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, 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 10, 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 200Beltsville, 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 ☐ ​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 8.01Other Events On July 10, 2025, NextCure, Inc., a Delaware corporation (the “Company”), announced that its board of directors approved a one-for-twelve (1:12) reverse stock split of its common stock (the “Reverse Stock Split”).The Reverse Stock Split is expected to become effective on July 14, 2025 (the “Effective Time”), with shares to begin trading on a split-adjusted basis at market open. In connection with the Reverse Stock Split, every 12 shares of the Company’s common stock issued and outstanding as of the Effective Time will be automatically converted into one share of the Company’s common stock. No fractional shares will be issued in connection with the Reverse Stock Split. The Company’s stockholders will be entitled to receive 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.As a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of the Company’s common stock underlying the Company’s outstanding equity awards and the number of shares issuable under the Company’s equity incentive plans and other existing agreements, as well as the exercise or conversion price, as applicable.​​​​

​​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 10, 2025	NEXTCURE, INC.​
	By:	/s/ Steven P. Cobourn
	Name:	Steven P. Cobourn
	Title:	Chief Financial Officer

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