v3.26.3
Nature of the Business
9 Months Ended
Sep. 30, 2026
Nature of the Business  
Nature of the Business

1. Nature of the Business

Organization

NextCure, Inc. (“NextCure,” the “Company,” “we,” “us,” or “our”) was incorporated in Delaware in September 2015 and is headquartered in Baltimore, Maryland. The Company is a biopharmaceutical company that has historically focused on the development of innovative therapies for the treatment of cancer and other serious diseases. Following the transition of the LNCB74 program to LigaChem Biosciences, Inc. (“LigaChem”) and the wind-down of the Company's remaining sponsored clinical activities, the Company is currently focused on supporting ongoing obligations under existing collaboration and license agreements, investigator-initiated and sponsored expanded access activities, evaluating strategic alternatives for its assets and intellectual property, and pursuing the proposed merger (the “Merger”) with Avere Therapeutics, Inc. (“Avere”), a privately held biotechnology company focused on oral therapies for IL-23-driven inflammatory diseases.

On July 14, 2026, the Company entered into a definitive merger agreement (the “Merger Agreement”) with Avere. Upon completion of the Merger, the combined company is expected to operate as Avere Therapeutics, Inc. and trade on The Nasdaq Stock Market, LLC (“Nasdaq”) under the ticker symbol "AVRX". The combined company will be led by Avere's management team and governed by a six-member board of directors, all of whom will have been designated by Avere. The Merger is expected to close in the fourth quarter of 2026, subject to customary closing conditions and stockholder approval. As of the filing date of this Quarterly Report on Form 10-Q, the Merger has not been completed and NextCure continues to operate as a standalone company.

Concurrently with the Merger Agreement, Avere entered into a securities purchase agreement providing for a private financing for the purchase of shares of Avere common stock and pre-funded warrants for an aggregate purchase price of $320.0 million immediately prior to closing, subject to customary closing conditions. On August 10, 2026, Avere entered into an amendment to the securities purchase agreement providing for an additional $500.0 million private placement with a syndicate of leading healthcare investors. The additional shares and pre-funded warrants will be sold at a higher price per share than the initial commitments, reflecting a higher Avere valuation, and, pursuant to the terms of the Merger Agreement, the additional financing will not impact the exchange ratio. Of the aggregate commitments of approximately $820.0 million, approximately $266.0 million will be satisfied through the contribution and cancellation of Avere’s outstanding convertible notes (together with accrued interest, premiums and fees thereon), rather than new cash proceeds. Existing NextCure stockholders are expected to receive contingent value rights tied to certain legacy NextCure assets. These assets are expected to include the Company's retained economic interests in LNCB74, including rights to future development, regulatory and commercial milestone payments and royalty payments under the LigaChem Agreement. See Note 4, Collaboration Agreement, for additional information.

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In connection with the Merger and related restructuring activities, the Company has discontinued further investment in the LNCB74 co-development program and on August 6, 2026, entered into a transition and continuation agreement with LigaChem (the “Transition and Continuation Agreement”) pursuant to which LigaChem has elected to continue the LNCB74 program as the Sole Developing Party.  On October 6, 2026, the parties completed the transfer of an investigational new drug application (“IND”) and related regulatory responsibilities for LNCB74 to LigaChem. Following completion of the transfer, LigaChem assumed responsibility as sponsor of the program and is responsible for future development activities and associated costs, subject to the terms of the parties' agreements. See Note 4, Collaboration Agreement, and Note 15, Subsequent Events for more information.

Reverse Stock Split

On July 14, 2025, the Company effectuated a one-for-twelve (1:12) reverse stock split of its outstanding shares of common stock (the “Reverse Stock Split”). In connection with the Reverse Stock Split, every twelve shares of the Company’s common stock issued and outstanding as of July 14, 2025 were automatically converted into one share of the Company’s common stock. No fractional shares were issued in connection with the Reverse Stock Split. The Company’s stockholders received 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. All share and per share data for all periods presented in the accompanying financial

statements and the related disclosures in this Quarterly Report on Form 10-Q have been adjusted retrospectively to reflect the Reverse Stock Split. The number of authorized shares of common stock and the par value per share remains unchanged.

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On September 14, 2026, the Company filed a petition in the Delaware Court of Chancery pursuant to Section 205 of the Delaware General Corporation Law (“DGCL”) seeking validation of the Certificate of Amendment filed on July 10, 2025 that effectuated the Reverse Stock Split and all shares issued in reliance thereon. On November 2, 2026, the Delaware Court of Chancery entered a final order granting the requested relief. The Company does not believe the matter impacts the presentation of the accompanying financial statements. See Note 14, Commitments and Contingencies, and Note 15, Subsequent Events, for more information.

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