{"url_path":"/sec/nxtc/8-k/2026-07-14/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1661059/0001104659-26-083326-index.html","accession_number":"0001104659-26-083326","cik":"0001661059","ticker":"NXTC","issuer_name":"NextCure, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1661059/0001104659-26-083326-index.html","primary_entity_key":"0001661059","primary_entity_name":"NextCure, Inc."},"word_count":3074,"has_tables":true,"body_markdown":"**Item 1.01****Entry into a Material Definitive Agreement**\n\n \n\n*Merger Agreement*\n\n \n\nOn July 14, 2026, NextCure,\nInc., a Delaware corporation (“NextCure” or “Parent”), Neptune Merger Sub Corp., a Delaware corporation\nand a wholly owned subsidiary of NextCure (“First Merger Sub”), Neptune Second Merger Sub, LLC, a Delaware limited\nliability company and a wholly owned subsidiary of NextCure (“Second Merger Sub” and, together with First Merger Sub,\nthe “Merger Subs”), and Avere Therapeutics, Inc., a Delaware corporation (“Avere” or “Company”),\nentered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which, among\nother matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, (i) First Merger Sub will\nmerge with and into Avere, with Avere continuing as a wholly owned subsidiary of NextCure and the surviving corporation of the merger\n(the “First Merger”), and (ii) immediately following the First Merger and as part of the same overall transaction as\nthe First Merger, Avere will merge with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity and a wholly\nowned subsidiary of NextCure (the “Second Merger” and, together with the First Merger, the “Merger”).\nThe Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a)\nof the Internal Revenue Code of 1986, as amended.\n\n \n\nSubject to the terms and conditions\nof the Merger Agreement, at the effective time of the First Merger (the “First Effective Time”), (a) each then-outstanding\nshare of Avere capital stock, including Avere common stock and Avere preferred stock and any shares of Avere capital stock issued pursuant\nto the Private Placement (as defined below), other than treasury shares and Dissenting Shares (as defined in the Merger Agreement), will\nbe converted into the right to receive a number of shares of NextCure common stock equal to an exchange ratio calculated in accordance\nwith the Merger Agreement (the “Exchange Ratio”); provided, that in the event the aggregate number of shares of NextCure\ncommon stock issuable to any holder of Avere capital stock would result in such holder, together with its affiliates, beneficially owning\nshares of NextCure common stock in excess of a specified percentage (not to exceed 19.99%) of the total outstanding shares of NextCure\ncommon stock (after giving effect to the issuance of the merger consideration) designated by such holder (or, if no percentage is timely\ndesignated, 9.99%) (such specified percentage, a “Beneficial Ownership Limitation”), then NextCure will issue to any\nsuch holder (x) shares of NextCure common stock up to such holder’s Beneficial Ownership Limitation and (y) in lieu of any shares\nin excess of such holder’s Beneficial Ownership Limitation, pre-funded warrants (the “Pre-Funded Warrants”) to\npurchase a number of shares of NextCure common stock upon exercise of such Pre-Funded Warrants equal to such excess shares, (b) each then-outstanding\noption to purchase shares of Avere capital stock will be assumed by NextCure and converted into an option to purchase shares of NextCure\ncommon stock, subject to adjustment as set forth in the Merger Agreement, (c) each then-outstanding restricted stock unit award for shares\nof Avere capital stock will be assumed by NextCure and converted into a restricted stock unit award for shares of NextCure common stock,\nsubject to adjustment as set forth in the Merger Agreement and (d) each then-outstanding warrant to purchase shares of Avere capital stock,\nincluding any pre-funded warrant issued by Avere pursuant to the Private Placement, will be assumed by NextCure and converted into a warrant\nto purchase shares of NextCure common stock, subject to adjustment as set forth in the Merger Agreement. Under the terms of the Merger\nAgreement, prior to the Closing Date (as defined in the Merger Agreement), the board of directors of NextCure (the “Board”)\nwill accelerate the vesting of all equity awards of NextCure then outstanding but not then vested or exercisable. Each option to acquire\nshares of NextCure common stock with an exercise price per share greater than the volume-weighted average closing trading price of a share\nof NextCure common stock on The Nasdaq Global Select Market (“Nasdaq”) for the five (5) consecutive trading days ending\nthree (3) trading days immediately prior to the date on which NextCure delivers its net cash calculation pursuant to the Merger Agreement\n(which will be no later than five (5) business days before the date of the NextCure stockholder meeting) (the “Parent Closing\nPrice”) will be cancelled at the First Effective Time for no consideration in accordance with the terms of the Merger Agreement.\nAt the First Effective Time, each option to acquire shares of NextCure common stock with an exercise price less than or equal to the Parent\nClosing Price will be cancelled and converted into the right to receive an amount in cash without interest, less applicable tax withholding,\nequal to the product obtained by multiplying (i) the excess of the Parent Closing Price over the exercise price per share of the NextCure\ncommon stock underlying such option by (ii) the number of shares of NextCure common stock underlying such option. Pursuant to the Exchange\nRatio formula, upon the closing of the Merger (and after giving effect to the financing transaction described below), on a pro forma basis\nand based upon the number of shares of NextCure common stock expected to be issued in the Merger or issuable upon exercise of Pre-Funded\nWarrants issued in lieu thereof, pre-Merger Avere stockholders will own approximately 98.11% of the combined company (including the holders\nof the PIPE Securities) and pre-Merger NextCure stockholders will own approximately 1.89% of the combined company (assuming no adjustment\nfor Parent Net Cash (as defined in the Merger Agreement)). For purposes of calculating the Exchange Ratio, (i) shares of NextCure common\nstock underlying options to purchase shares of NextCure common stock with an exercise price less than or equal to the Parent Closing Price\nand other rights to receive shares of NextCure common stock (other than options to acquire shares of NextCure common stock with an exercise\nprice greater than the Parent Closing Price, which will be cancelled for no consideration in accordance with the Merger Agreement) outstanding\nas of immediately prior to the closing of the Merger will be deemed to be outstanding (on a fully-diluted and as-converted to NextCure\ncommon stock basis), (ii) shares of NextCure common stock underlying any Parent Warrants (as defined in the Merger Agreement) outstanding\nas of immediately prior to the closing of the Merger will be deemed to be outstanding, and (iii) all shares of Avere capital stock underlying\noutstanding Avere stock options, restricted stock units, warrants and other rights to receive shares of Avere capital stock will be deemed\nto be outstanding (on a fully-diluted and as-converted to Avere common stock basis), except for certain stock options and other equity\nawards granted to directors, employees, consultants and other service providers of Avere following the date of the Merger Agreement and\ncertain other exclusions set forth in the Merger Agreement. The Exchange Ratio will be adjusted to the extent that NextCure net cash at\nclosing is less than the Parent Target Cash Amount (as defined in the Merger Agreement) and will be based on the amount of proceeds actually\nreceived by Avere in the financing transaction described below, as further described in the Merger Agreement.\n\n \n\n \n\n \n\n \n\nIn connection with the Merger,\nNextCure will seek the approval of its stockholders to, among other things, (a) issue shares of NextCure common stock issuable in connection\nwith the Merger and the financing described below under the rules of Nasdaq and (b) amend its certificate of incorporation to (i) effect\na reverse stock split of NextCure common stock (to the extent applicable and necessary), (ii) increase the number of shares of NextCure\ncommon stock that NextCure is authorized to issue, (iii) redomicile NextCure from Delaware to such jurisdiction as may be designated by\nAvere, and (iv) make such other changes as are mutually agreeable to NextCure and Avere (the “NextCure Voting Proposals”).\nIn addition, the Merger Agreement provides that the Certificate of Amendment to NextCure’s certificate of incorporation to be filed\nin connection with the closing of the Merger will change the name of NextCure to “Avere Therapeutics, Inc.” In connection\nwith these matters, NextCure intends to file with the Securities and Exchange Commission (the “SEC”) a registration\nstatement on Form S-4 (the “Form S-4”), which will include a proxy statement and other relevant materials relating\nto a meeting of NextCure stockholders to be held in connection with the NextCure Voting Proposals.\n\n \n\nEach of NextCure and Avere\nhas agreed to customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants relating\nto (1) using commercially reasonable efforts to obtain the regulatory approvals required by applicable law, (2) nonsolicitation of alternative\nacquisition proposals, (3) the conduct of their respective businesses during the period between the date of signing the Merger Agreement\nand the closing of the Merger, (4) NextCure using commercially reasonable efforts to maintain the existing listing of the NextCure common\nstock on Nasdaq and to cause the shares of NextCure common stock to be issued in connection with the Merger to be approved for listing\non Nasdaq prior to the closing of the Merger, and (5) NextCure filing with the SEC the Form S-4. \n\n \n\nConsummation of the Merger\nis subject to certain closing conditions, including, among other things, (1) approval by the requisite NextCure stockholders of the NextCure\nVoting Proposals, (2) approval by the requisite Avere stockholders of the adoption and approval of the Merger Agreement and the transactions\ncontemplated thereby, (3) Nasdaq’s approval of the listing application to be submitted in connection with the Merger, (4) NextCure’s\nForm S-4 becoming effective in accordance with the Securities Act of 1933, as amended (the “Securities Act”), and not\nbeing subject to any stop order or proceeding seeking a stop order, (5) the expiration or termination of any applicable waiting periods\n(or extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (6) the securities purchase agreement\n(described below) being in full force and effect and proceeds of not less than $150,000,000 (including any notes contributed as consideration\nin the financing transaction described below) having been received by Avere or to be received by Avere substantially concurrently with\nthe closing of the Merger. Each party’s obligation to consummate the Merger is also subject to other specified customary conditions,\nincluding regarding the accuracy of the representations and warranties of the other party, subject to the applicable materiality standard,\nand the performance in all material respects by the other party of its obligations under the Merger Agreement required to be performed\non or prior to the date of the closing of the Merger.\n\n \n\n \n\n \n\n \n\nThe Merger Agreement contains\ncertain termination rights of each of NextCure and Avere. Upon termination of the Merger Agreement under specified circumstances, NextCure\nmay 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,\nplus reimbursement of certain NextCure transaction expenses in an amount not to exceed $750,000.\n\n \n\nThe transaction has been approved\nby the boards of directors of both companies and is expected to close in the third quarter of 2026, subject to certain closing conditions,\nincluding, among other things, approval by the stockholders of NextCure and the stockholders of Avere and the satisfaction of customary\nclosing conditions.\n\n \n\nAt the effective time of the\nMerger, the Board is expected to consist of four members, all of whom will be designated by Avere. Upon the closing of the transaction,\nthe combined company will be led by Avere’s president and chief executive officer.\n\n \n\n*Financing Transaction*\n\n \n\nConcurrently with the execution\nand delivery of the Merger Agreement, certain institutional and accredited investors have entered into a securities purchase agreement\n(the “Purchase Agreement”) with Avere, pursuant to which they have agreed, subject to the terms and conditions of the\nPurchase Agreement, to purchase (including by contribution of Company Notes (as defined in the Merger Agreement)) immediately prior to\nthe First Effective Time, shares of Avere capital stock and pre-funded warrants to purchase shares of Avere capital stock (together, the\n“PIPE Securities”) for an aggregate purchase price of approximately $320 million in a private placement (the “Private\nPlacement”). The closing of the Private Placement is conditioned on the satisfaction or waiver of the conditions set forth in\nthe Merger Agreement (in addition to other customary closing conditions) and is expected to occur immediately prior to the First Effective\nTime.\n\n \n\nThe Purchase Agreement contains\ncustomary representations and warranties of Avere, on the one hand, and the investors, on the other hand, and customary indemnification\nprovisions. The Private Placement is also subject to approval of Avere’s stockholders, which is expected to be received at the same\ntime as the approval of the Merger.\n\n \n\nPursuant to the terms of the\nPurchase Agreement, at the closing of the Private Placement, Avere will enter into a Registration Rights Agreement (the “Registration\nRights Agreement”) with the purchasers of the PIPE Securities, which will provide for the registration and resale of the NextCure\ncommon stock issuable in exchange for the PIPE Securities upon closing of the Merger and the shares of NextCure common stock issuable\nupon exercise of the pre-funded warrants following the Merger, in accordance with the terms of the Registration Rights Agreement.\n\n \n\nShares of Avere capital stock\nand pre-funded warrants issued pursuant to this financing transaction will be converted into shares of NextCure common stock and pre-funded\nwarrants to acquire shares of NextCure common stock, in accordance with the Exchange Ratio and the Merger Agreement.\n\n \n\n*Contingent Value Rights Agreement*\n\n \n\nAt or prior to the First Effective\nTime, NextCure will enter into a Contingent Value Rights Agreement (the “CVR Agreement”) with a rights agent (“Rights\nAgent”), pursuant to which NextCure’s pre-Merger stockholders will receive one contingent value right (each, a “CVR”)\nfor each outstanding share of NextCure common stock and NextCure preferred stock held by such stockholder as of the applicable record\ndate, including shares of NextCure common stock issued in respect of restricted stock awards of NextCure accelerated in connection with\nthe Merger. Each CVR will represent the contractual right to receive 90% of the gross proceeds, if any, derived from any consideration\nthat 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,\nassignment, transfer or other disposition of certain of NextCure’s pre-Merger legacy assets identified in the CVR Agreement, less\npermitted deductions set forth in the CVR Agreement.\n\n \n\nThe contingent payments under\nthe CVR Agreement, if they become payable, will become payable to the Rights Agent for subsequent distribution to the holders of the CVRs.\nIn the event that no such proceeds are received, holders of the CVRs will not receive any payment pursuant to the CVR Agreement. There\ncan be no assurance that any holders of CVRs will receive any payments with respect thereto.\n\n \n\n \n\n \n\n \n\nThe right to the contingent\npayments contemplated by the CVR Agreement is a contractual right only and will not be transferable, except in the limited circumstances\nspecified in the CVR Agreement. The CVRs will not be evidenced by a certificate or any other instrument and will not be registered with\nthe SEC. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in NextCure or any\nof its affiliates. No interest will accrue on any amounts payable in respect of the CVRs.\n\n \n\n*Support Agreements and Lock-Up Agreements*\n\n \n\nConcurrently with the execution\nof the Merger Agreement, (i) certain stockholders of Avere (solely in their respective capacities as Avere stockholders) holding approximately\n40% of the outstanding shares of Avere capital stock have entered into support agreements with NextCure and Avere to vote all of their\nshares of Avere capital stock in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby\nand against any alternative acquisition proposals (the “Avere Support Agreements”) and (ii) certain directors and officers\nof NextCure holding approximately 12% of the outstanding shares of NextCure common stock have entered into support agreements with NextCure\nand Avere to vote all of their shares of NextCure common stock in favor of the NextCure Voting Proposals and against any alternative acquisition\nproposals (the “NextCure Support Agreements” and, together with the Avere Support Agreements, the “Support\nAgreements”).\n\n \n\nConcurrently with the execution\nof the Merger Agreement, certain executive officers, directors and stockholders of Avere have entered into lock-up agreements (the “Lock-Up\nAgreements”) pursuant to which, subject to specified exceptions, they have agreed not to transfer their shares of NextCure common\nstock for the 180-day period following the Closing Date.\n\n \n\nThe preceding summaries of the Merger Agreement, the Support Agreements,\nthe CVR Agreement, the Purchase Agreement and the Lock-Up Agreements do not purport to be complete and are qualified in their entirety\nby reference to the Merger Agreement, the form of Avere Support Agreement, the form of NextCure Support Agreement, the form of Purchase\nAgreement, the form of Registration Rights Agreement, the form of Lock-Up Agreement and the form of CVR Agreement, which are filed as\nExhibits 2.1, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to this Current Report\non Form 8-K and which are incorporated herein by reference. The Merger Agreement has been attached as an exhibit to this Current Report\non Form 8-K to provide investors and securityholders with information regarding its terms. It is not intended to provide any other factual\ninformation about Avere or NextCure or to modify or supplement any factual disclosures about NextCure in its public reports filed with\nthe SEC. The Merger Agreement includes representations, warranties and covenants of Avere, NextCure and each Merger Sub made solely for\nthe purpose of the Merger Agreement and solely for the benefit of the parties thereto in connection with the negotiated terms of the Merger\nAgreement. Investors should not rely on the representations, warranties and covenants in the Merger Agreement or any descriptions thereof\nas characterizations of the actual state of facts or conditions of Avere, NextCure or any of their respective affiliates. Moreover, certain\nof those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard\nof materiality different from those generally applicable to SEC filings or may have been used for purposes of allocating risk among the\nparties to the Merger Agreement, rather than establishing matters of fact."}