NextCure agrees to merge with Avere Therapeutics in $320 million PIPE transaction

Key facts

• Pre-Merger Avere stockholders will own approximately 98.11% of combined company; pre-Merger NextCure stockholders will own approximately 1.89%
• Private placement investors committed to purchase approximately $320 million in Avere securities immediately prior to first merger effective time
• NextCure approved restructuring and workforce reduction plan to incur approximately $1.9 million in one-time charges during quarter ending September 30, 2026
• NextCure termination fee is $330,000; Avere termination fee is $2,000,000 plus reimbursement of NextCure transaction expenses up to $750,000
• NextCure stockholders representing approximately 12% of outstanding shares and Avere stockholders representing approximately 40% of outstanding shares executed support agreements
• NextCure to create contingent value right distribution to pre-merger stockholders for 90% of gross proceeds from sale of legacy assets during CVR term
• NextCure announced it will no longer expand SIM0505 clinical site footprint into Europe and Canada and ceased U.S. patient enrollment
• NextCure opted out of cost-sharing for LNCB74 collaboration with LigaChem; negotiations ongoing regarding potential continuation at LigaChem's cost
• Merger consideration determined by Exchange Ratio based on Company Valuation and Parent Net Cash calculations with dispute resolution procedures
• Registration statement on Form S-4 to be filed; transaction intended to qualify as tax-free reorganization under Section 368(a) of Internal Revenue Code

Why it matters

NextCure's shareholders will own a minority stake in the combined company following the merger, with control transferred to Avere's backers; the $320 million PIPE significantly dilutes NextCure's existing equity while NextCure will shed its R&D pipeline through cost cuts and asset sales monetized via contingent value rights, fundamentally transforming the company.

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