NextCure and Avere Therapeutics agree to all-stock merger, $320 million private placement

NextCure, Inc. and Avere Therapeutics, Inc. announced on July 14, 2026 that they had entered a definitive merger agreement for an all-stock transaction. The agreement brings together Avere's oral IL-23 program with NextCure's public market infrastructure to accelerate development of AVR-001.¹ Upon completion, expected in the second half of 2026, the combined company is expected to operate as Avere Therapeutics, Inc. and trade on Nasdaq as "AVRX."¹ The 8-K's Item 1.01 narrative gives a more specific timeline, stating the transaction has been approved by the boards of directors of both companies and is expected to close in the third quarter of 2026, subject to certain closing conditions, including approval by the stockholders of NextCure and Avere and satisfaction of customary closing conditions.¹

A concurrent $320 million private placement was led by Fairmount and Hansoh Pharmaceutical Group Co., Ltd., with participation from a syndicate of institutional investors, and includes $251 million of convertible notes that will convert to common stock at closing.¹

Pro forma ownership estimates differ slightly between the two filing sections. The press release states pre-merger NextCure stockholders are expected to own approximately 1.21% of the combined company and pre-merger Avere stockholders approximately 98.79%, subject to adjustment based on NextCure's net cash at closing.¹ The 8-K body separately states that, on a pro forma basis after the financing, pre-merger Avere stockholders will own approximately 98.11% and pre-merger NextCure stockholders approximately 1.89%, with the exchange ratio to be adjusted based on NextCure's net cash relative to a target amount and on proceeds actually received in the financing.¹ Both figures are estimates subject to the same adjustment mechanism, not fixed final splits.

A US IND for AVR-001 is open, with Avere's Phase 2b study anticipated to begin in early 2027 and read out in the first half of 2028.¹