NextCure signed a definitive merger agreement with Avere Therapeutics in a stock-for-stock transaction that will result in Avere holders owning about 98% of the combined company, which will be renamed Avere Therapeutics. To support closing, Avere secured a $320 million private placement from institutional and accredited investors, a required condition to the merger. The companies also arranged voting support from key holders, a post-close 180-day lock-up for certain Avere insiders, registration rights for PIPE investors, and CVRs for current NextCure stockholders tied to legacy asset monetizations. Closing is targeted for the third quarter of 2026, pending approvals and customary conditions.
Agreement 1: NextCure to Merge With Avere in Stock Deal; Avere Holders to Own About 98% Post-Close
- Agreement type: Agreement and Plan of Merger and Reorganization
- Counterparty: Avere Therapeutics
- Signed / Effective: Jul 14 2026 / Jul 14 2026
- Duration / Termination: Until closing (target Q3 2026)
- Reason: Combine with Avere and rebrand the company
Agreement 2: NextCure Secures $320 Million PIPE to Support Avere Merger Closing
- Agreement type: Securities Purchase Agreement (Private Placement)
- Counterparty: Institutional and accredited investors
- Signed / Effective: Jul 14 2026 / Jul 14 2026
- Duration / Termination: At closing of PIPE
- Reason: Fund combined company and meet merger closing conditions
Agreement 3: NextCure to Grant Registration Rights to PIPE Investors Post-Merger
- Agreement type: Registration Rights Agreement
- Counterparty: Purchasers of PIPE Securities
- Signed / Effective: Jul 14 2026 / At closing of PIPE
- Reason: Provide resale liquidity for PIPE investors
Agreement 4: NextCure to Issue CVRs to Stockholders Tied to Legacy Asset Monetization
- Agreement type: Contingent Value Rights Agreement
- Counterparty: Rights Agent
- Signed / Effective: Jul 14 2026 / At or prior to First Effective Time
- Duration / Termination: CVR term as defined
- Reason: Share potential proceeds from legacy assets with stockholders
Agreement 5: Avere Holders Back NextCure Merger Via Support Agreements Covering ~40% Ownership
- Agreement type: Support Agreements (Voting Commitments)
- Counterparty: Certain Avere stockholders
- Signed / Effective: Jul 14 2026 / Jul 14 2026
- Duration / Termination: Through stockholder vote/closing
- Reason: Secure shareholder approvals and increase deal certainty
Agreement 6: NextCure Insiders Sign Voting Support Deals Covering ~12% of Shares
- Agreement type: Support Agreements (Voting Commitments)
- Counterparty: Certain directors and officers of NextCure
- Signed / Effective: Jul 14 2026 / Jul 14 2026
- Duration / Termination: Through stockholder vote/closing
- Reason: Facilitate approval of merger-related proposals
Agreement 7: Avere Insiders Agree to 180-Day Lock-Up Following NextCure Merger
- Agreement type: Lock-Up Agreements
- Counterparty: Certain Avere executives, directors and stockholders
- Signed / Effective: Jul 14 2026 / Jul 14 2026
- Duration / Termination: 180 days after closing
- Reason: Promote post-merger trading stability
Original SEC Filing:
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