On November 10, 2026 NextCure, Inc. (Nasdaq: NXTC), reported a business update and announced financial results for the third quarter ended September 30, 2026.
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The Company continues to advance its proposed merger (the "Merger") with Avere Therapeutics, Inc., a privately held biotechnology company focused on oral therapies for IL-23-driven inflammatory diseases ("Avere"), which is now supported by approximately $820 million of committed financing from a syndicate of leading healthcare-focused and institutional investors. The financing is expected to provide substantial capital to support development of Avere’s lead program, AVR-001, other corporate purposes and the future operations of the combined company following completion of the proposed transaction.
"During the third quarter, we continued to execute on the strategic initiatives associated with our proposed merger with Avere Therapeutics," said Michael Richman, President and CEO of NextCure. "Importantly, total financing commitments supporting the proposed transaction increased to approximately $820 million from a syndicate of leading healthcare-focused and institutional investors. We believe this significant financing commitment reflects strong confidence in Avere’s clinical development strategy and the potential of AVR-001, while enhancing the opportunity to create long-term value for NextCure stockholders."
Recent Business Highlights
Proposed Merger with Avere
● Financing commitments supporting the Merger increased to approximately $820 million, consisting of the previously announced $320 million concurrent private placement and an additional $500 million private placement, of which approximately $266 million will be satisfied through the contribution and cancellation of Avere’s outstanding convertible notes.
● The financing is supported by a syndicate of leading healthcare-focused and institutional investors and is expected to provide substantial capital to advance development of AVR-001 and support future operations of the combined company.
● Subject to stockholder approval and other customary closing conditions, the combined company is expected to operate as Avere and trade on the Nasdaq Global Select Market (Nasdaq) under the ticker symbol "AVRX."
● On November 2, 2026, the Delaware Court of Chancery entered a final order validating the Company’s July 2025 reverse stock split amendment and all shares issued in reliance thereon.
● On November 6, 2026, the Registration Statement on Form S-4 relating to the proposed merger was declared effective by the Securities and Exchange Commission ("SEC"). The Company established November 3, 2026 as the record date and scheduled a special meeting of stockholders for December 9, 2026 at 9:00 a.m. Eastern Time to consider and vote upon the proposals necessary to complete the merger.
● Existing NextCure stockholders are expected to retain an ownership interest in the combined company and receive contingent value rights ("CVRs") tied to specified legacy NextCure assets.
LNCB74 Transition and Corporate Restructuring
● In August 2026, NextCure and LigaChem Biosciences, Inc. ("LigaChem") entered into a Transition and Continuation Agreement pursuant to which LigaChem elected to become the sole developing party for the LNCB74 program ("LNCB74") and assumed responsibility for all program costs incurred on or after July 1, 2026, with NextCure providing transition support reimbursed by LigaChem.
● On October 6, 2026, the parties completed the transfer of the LNCB74 investigational new drug application (IND) and related regulatory responsibilities to LigaChem.
● NextCure remains eligible to receive future development, regulatory and commercial milestone payments, as well as royalties on potential future net sales of LNCB74. Subject to the terms of the proposed contingent value rights arrangement, these economic interests are expected to be included in the legacy assets supporting the CVRs to be issued to pre-Merger NextCure stockholders.
● During the third quarter, the Company completed significant restructuring initiatives, including workforce reductions, termination of facility leases and disposition of all laboratory, manufacturing and facility-related assets, resulting in substantial reduction to the Company’s future operating cash requirements.
Strategic Alternatives for Legacy Assets
● The Company completed treatment and transition activities for patients enrolled in the SIM0505 clinical study by August 31, 2026 and continues to evaluate opportunities to partner, license or otherwise monetize rights associated with the program.
● The Company continues to evaluate strategic alternatives to derive value from its legacy asset portfolio for stockholders, including potential licensing, partnering and other opportunities.
Financial Results for the Quarter Ended September 30, 2026
● Cash, cash equivalents, and marketable securities as of September 30, 2026 were $8.7 million, compared to $41.8 million as of December 31, 2025. The decrease of $33.1 million was primarily attributable to cash used to fund operations of $35.2 million, partially offset by $1.2 million of net proceeds from equity sales under the Company’s existing at-the-market (ATM) program and $0.7 million from the sale of fixed assets.
● Research and development expenses were $4.5 million for the three months ended September 30, 2026, compared to $6.1 million for the three months ended September 30, 2025. The decrease of $1.6 million was primarily attributable to lower personnel costs resulting from the Company’s restructuring initiatives, lower laboratory services and supplies costs and lower depreciation expense following the disposition of all the Company’s fixed assets.
● General and administrative expenses were $4.4 million for the three months ended September 30, 2026, compared to $2.8 million for the three months ended September 30, 2025. The increase of $1.6 million was primarily attributable to $1.8 million of higher legal and professional fees incurred in connection with the Merger.
● Restructuring and asset impairment charges, net were ($2.0) million for the three months ended September 30, 2026 and included a gain of $3.4 million on the termination of our leases and a gain of $0.4 million on the sale of fixed assets, partially offset by severance charges of $1.8 million associated with our restructuring initiatives.
● Net loss was $6.8 million for the three months ended September 30, 2026, compared to a net loss of $8.6 million for the three months ended September 30, 2025. The improvement was primarily driven by the lower research and development expenses mentioned above and $2.0 million of gains, net associated with the Company’s restructuring activities, partially offset by the higher general and administrative expenses mentioned above.
About the Merger
On July 14, 2026, NextCure announced a definitive merger agreement with Avere.
On November 2, 2026, the Delaware Court of Chancery entered a final order validating the Company’s July 2025 reverse stock split amendment and all shares issued in reliance thereon.
On November 6, 2026, the Registration Statement on Form S-4 relating to the proposed merger was declared effective by the SEC. NextCure commenced distribution of definitive proxy materials and established November 3, 2026 as the record date for the special meeting of stockholders scheduled for December 9, 2026 at 9:00 a.m. Eastern Time.
Since announcement of the transaction, total financing commitments supporting the Merger have increased to approximately $820 million, consisting of the previously announced $320 million concurrent private placement and an additional $500 million private placement, of which approximately $266 million will be satisfied through the contribution and cancellation of Avere’s outstanding convertible notes. The financing is expected to provide substantial capital to support development of AVR-001 and the future operations of the combined company.
Assuming the Merger is completed, the combined company is expected to operate as Avere and trade on the Nasdaq under the ticker symbol "AVRX." Existing NextCure stockholders are expected to receive contingent value rights related to specified legacy NextCure assets and retain a minority ownership interest in the combined company.
Completion of the Merger remains subject to stockholder approval and other customary closing conditions. NextCure has set a special stockholder meeting date of December 9, 2026 to vote on approval of the various Merger-related items.
(Press release, NextCure, NOV 10, 2026, View Source [SID1234674565])