NextCure signs merger agreement with Avere Therapeutics alongside $320 million private placement

NextCure, Inc. (Nasdaq: NXTC) agreed on July 14, 2026 to merge with Avere Therapeutics, Inc. in an all-stock transaction. A concurrent $320 million private investment is meant to fund the combined company. The companies disclosed the agreement in a Form 8-K filed July 14, 2026. If the deal closes, the combined company will operate as Avere Therapeutics, Inc. and trade under the ticker AVRX, the release says.

How the merger works

NextCure, two wholly owned merger subsidiaries and Avere signed an agreement and plan of merger. Each share of Avere capital stock, including preferred stock and shares issued in the private placement, converts into NextCure common stock at an exchange ratio set in the agreement.

Holders who would end up above a chosen ownership cap, which may not exceed 19.99% of NextCure's outstanding common stock and defaults to 9.99%, receive pre-funded warrants for the excess.

NextCure must seek stockholder approval and amend its certificate of incorporation to allow a reverse stock split if necessary, more authorized shares, a move out of Delaware to a jurisdiction Avere designates, and a name change. It must also file a registration statement on Form S-4. The 8-K expects the deal to close in the third quarter of 2026, and closing also requires Nasdaq listing approval, an effective Form S-4 and expiry of Hart-Scott-Rodino waiting periods. Another condition is that Avere has received or will receive proceeds of not less than $150,000,000, counting notes contributed as consideration. If the agreement is terminated in specified circumstances, NextCure may owe Avere a termination fee of $330,000, and Avere may owe NextCure $2,000,000 plus up to $750,000 of expenses.

The financing and the Hansoh license

The private investment was led by Fairmount and Hansoh Pharmaceutical Group Co., Ltd., with Venrock Healthcare Capital Partners, Janus Henderson Investors and Affinity Asset Advisors, LLC. It includes $251 million of convertible notes, plus interest, that will be exchanged for common stock when the merger closes.

Hansoh is also Avere's licensor. Under the license, Hansoh receives upfront payments totaling $120 million and may receive up to $2.18 billion in development and sales milestones, plus sales royalties in the mid-single to low-double digit range.

The lead program is AVR-001, an oral peptide interleukin-23 receptor antagonist that Avere describes as a once-weekly oral therapy. The release cites Phase 1b psoriasis data from a Hansoh trial and says Week 4 and Week 8 responses are "comparable on a cross-trial basis" to the first-generation once-daily oral inhibitor. Cross-trial comparisons are not head-to-head, and Phase 1b is early. The financing is meant to fund AVR-001 through a global Phase 2b psoriasis readout, the start of a Phase 3 psoriasis trial and a Phase 2b ulcerative colitis trial.

Ownership and NextCure's burn

On a pro forma basis, the 8-K says pre-merger Avere stockholders will own about 98.11% of the combined company and pre-merger NextCure stockholders about 1.89%. The release gives 98.79% and 1.21%. The release says NextCure holders' final share depends on its estimated net cash at closing. Neither document explains the gap. NextCure stockholders are also eligible for a contingent value right worth 90% of net proceeds from any license, divestiture or other monetization of NextCure's pipeline assets in the two years after closing.

NextCure's 10-K, filed March 5, 2026, reports research and development expense of $44.9 million for 2025, up from $41.5 million in 2024. It reports a net loss of $55.8 million for 2025, against $55.7 million for 2024. Cash used in operations rose to $49.6 million in 2025 from $40.8 million in 2024.

The release says Avere's team, which it credits with guiding Akero Therapeutics (Nasdaq: AKRO) through its sale to Novo Nordisk, is led by Andrew Cheng, MD, PhD. He will chair a board that includes Julianne Bruno of Fairmount, two representatives of Hansoh and Nimish Shah of Venrock Healthcare Capital Partners.

Advisers

Wedbush Securities Inc. is exclusive strategic financial advisor and Gibson, Dunn & Crutcher LLP is legal counsel to Avere. Jefferies and Wedbush & Co., LLC are placement agents to Avere, with Cooley LLP as counsel to the placement agents. Tungsten Advisors is financial advisor and Sidley Austin LLP is legal counsel to NextCure.

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