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425 ·Filed Aug 4, 2026

NXTC

NextCure, Inc.
NEUTRAL
Impact 5/10
Horizonmonths Processed2mo ago SEC0001104659-26-090069
Rule 425 M&A communications
Actionable Insight • Neutral

This is a routine deal-marketing filing with no new material information. The reverse merger with Avere is progressing on schedule. Monitor for the S-4 registration statement and shareholder vote timeline, which will be the next key catalysts. The $251M convertible note raise and $150M PIPE provide a strong cash runway through key Phase 2b readouts.

DirectionNeutral
Confidencemedium
Horizonmonths
Latest settled — T+20d ⚠ clustered
NXTC ▲ +17.65% at T+20d
NEUTRAL call +17.65% · α vs SPY +18.89% · entry $5.78 → $6.80
Next anchor: T+60d in 10h
Latest observation: T+57 +128.99% FF3 residual α
Entry = T+0 close
Aug 4, 2026
via day close
T+1d
-9.17%
call -9.17% · α -8.97%
$5.25
settled 3mo ago
T+5d
+16.44%
call +16.44% · α +16.54%
$6.73
settled 3mo ago
T+20d
+17.65%
call +17.65% · α +18.89%
$6.80
settled 8w ago
T+60d
Pending
in 10h

Price Chart

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Executive Summary

NextCure filed a 425 communication on August 4, 2026, publishing an Avere Therapeutics corporate presentation to potential PIPE investors. The presentation details AVR-001, a once-weekly oral IL-23 receptor antagonist for psoriasis, showing Phase 1 data comparable to J&J's Icotyde (icotrokinra) with a convenience advantage. This is a routine deal-marketing filing that confirms the reverse merger with Avere is progressing, with no changes to deal terms or new material financial disclosures.

Key Financial Metrics

Deal Type
merger

Key Facts

  • Filing is a 425 communication publishing an Avere Therapeutics corporate presentation for the proposed reverse merger.
  • AVR-001 is a once-weekly oral peptide IL-23RA targeting psoriasis, with potential expansion into IBD and PsA.
  • Phase 1 MAD study data shows AVR-001 achieved similar PASI reductions and PASI 75 response rates as J&J's Icotyde (icotrokinra) at Week 4 and Week 8.
  • Avere closed on $251 million of convertible notes and executed a worldwide license (ex-Greater China) for AVR-001 from Hansoh Pharma.
  • Pre-closing financings are expected to fund the combined company through Phase 2b psoriasis and UC readouts and Phase 3 psoriasis initiation.
  • No changes to the merger terms or deal structure from the original July 14, 2026 announcement.
  • The presentation is promotional in nature, targeting potential PIPE investors, and contains forward-looking statements with standard risk disclosures.

Financial Impact

No new financial figures disclosed. The filing reiterates the $250M equity value for Avere and the $150M minimum PIPE, and notes $251M in convertible notes closed by Avere.

dilutioncash runway

Risk Factors

  • Reverse merger structure means existing NXTC shareholders retain only ~2.7% of the combined entity, resulting in massive dilution.
  • AVR-001 is still in early clinical development (Phase 1), with no guarantee of success in larger Phase 2b/3 trials.
  • IL-23 IP space is crowded with potential for infringement claims by third parties.
  • Phase 1 data is from trials conducted in China and New Zealand, which may not be directly predictive of U.S. clinical outcomes.
  • The presentation acknowledges a bridging strategy to Western markets may be required.

Market Snapshot

Exchange
Nasdaq
Sector
Pharmaceutical Preparations
Analyst Consensus
89% bullish (9 analysts)

Investment Themes

Documents Analyzed

This report is based on 4 SEC documents filed with EDGAR.

DocumentAccession Number
425 Filing (Primary)0001104659-26-090069
Document: 0001104659-26-090069-index-headers.html0001104659-26-090069
Document: 0001104659-26-090069-index.html0001104659-26-090069
Document: 0001104659-26-090069.txt0001104659-26-090069
17 reports for NXTC
Performance horizon
75% Hit rate @ T+60 3 of 4 directional calls Went positive at some point 6 of 6 best @ T+60▲ +74.85%Jun 1, 2026
Filters
Rows
Reports for NXTC — sortable, filterable
TypeNow
Oct 20, 2026
7d ago
SC 13G
NEUTRAL ★ 4/10
$5.44awaiting T+60—$5.72 (+5.06%)
Sep 25, 2026
4w ago
425
NEUTRAL ★ 5/10
$5.08awaiting T+60—$5.72 (+12.50%)
Sep 25, 2026
4w ago
8-K
NEUTRAL ★ 5/10
$5.08awaiting T+60—$5.72 (+12.50%)
Aug 10, 2026
11w ago
425
BEARISH ★ 7/10
$6.73awaiting T+60—$5.72 (+15.08%)
Aug 4, 2026
12w ago
425
NEUTRAL ★ 5/10
$5.78awaiting T+60—$5.72 (−1.12%)
Aug 3, 2026
12w ago
Insider Buy
BULLISH ★ 6/10
$5.78awaiting T+60—$5.72 (−1.12%)
Jul 29, 2026
12w ago
Insider Buy
NEUTRAL ★ 4/10
$5.03 $4.98▼ −0.99%▼ −3.46%$5.72 (+13.62%)
Jul 14, 2026
15w ago
425 / 8-K
BULLISH ★ 7/10
$6.58 $6.56▼ −0.30%▼ −3.68%$5.72 (−13.15%)
Jul 14, 2026
15w ago
8-K
BEARISH ★ 7/10
$6.58 $6.56▲ +0.30%▲ +3.68%$5.72 (+13.15%)
Jun 1, 2026
21w ago
8-K
BULLISH ★ 6/10
$3.38 $5.91▲ +74.85%▲ +73.62%$5.72 (+69.08%)
Showing 10 of 17

US Market Status

Market Closed — Opens Thu (11h 10m)

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Report published Aug 4, 2026