NXTC · NextCure filed Amendment No

NextCure filed Amendment No. 2 to its S-4 registration statement for the proposed reverse merger with Avere Therapeutics. Under the Merger Agreement, Avere will merge into a NextCure subsidiary, with Avere's stockholders receiving NextCure common stock based on an estimated exchange ratio of 6.9730, and NextCure will be renamed Avere Therapeutics, Inc. The transaction includes an $820.0 million Avere pre-closing financing, and existing NextCure stockholders are expected to own only approximately 0.99% of the combined company, with Avere's pre-closing financing investors owning approximately 59.32%.

• NextCure and Avere entered into a Merger Agreement on July 14, 2026, under which Avere will merge into a NextCure subsidiary, with NextCure renamed Avere Therapeutics, Inc.
• The exchange ratio is estimated at 6.9730 shares of NextCure common stock per share of Avere capital stock, based on a $250.0 million valuation for Avere and an $11.0 million valuation for NextCure.
• Existing NextCure securityholders are expected to own approximately 0.99% of the combined company, former Avere holders (excluding pre-closing financing) approximately 39.69%, and Avere pre-closing financing investors approximately 59.32%.
• Avere pre-closing financing totals $820.0 million, comprising $320.0 million initial commitments and $500.0 million additional commitments, with approximately $266.0 million of the total satisfied by conversion of convertible notes.