{"filing":{"accession_number":"0001104659-26-083326","cik":"0001661059","ticker":"NXTC","company_name":"NextCure, Inc.","form":"8-K","filing_date":"2026-07-14","report_date":null,"primary_document":"tm2620428d1_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1661059/000110465926083326/tm2620428d1_8k.htm"},"events":[{"id":17728,"run_id":15894,"accession_number":"0001104659-26-083326","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"summary":"NextCure entered into a definitive merger agreement with Avere Therapeutics on July 14, 2026, whereby NextCure will acquire Avere in an all-stock transaction. The combined company will operate as Avere Therapeutics, with NextCure stockholders owning approximately 1.21% post-closing, accompanied by a concurrent $320 million private placement financing and expected to close in H2 2026.","company_name":"NextCure, Inc.","ticker":"NXTC","filing_date":"2026-07-14","form":"8-K","submitted_at":null,"items":[{"id":16306,"accession_number":"0001104659-26-083326","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"NextCure and Avere Therapeutics entered into a definitive merger agreement on July 14, 2026, whereby NextCure (via merger subsidiaries) will acquire Avere in an all-stock transaction. The filing discloses the material terms of the merger, including the exchange ratio, financing arrangements ($320 million private placement), closing conditions, and governance changes. This is a material acquisition/change of control transaction requiring Item 1.01 disclosure and will result in Avere stockholders owning approximately 98.79% of the combined company post-closing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T11:02:07.761700+00:00","company_name":"","ticker":null,"filing_date":""},{"id":16308,"accession_number":"0001104659-26-083326","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"NextCure and Avere Therapeutics have entered into a definitive merger agreement for an all-stock transaction, with the combined company expected to operate as Avere Therapeutics and trade under ticker \"AVRX.\" The filing discloses a material acquisition/change of control where NextCure stockholders will own approximately 1.21% of the combined company post-closing, accompanied by a concurrent $320 million private investment. This is a clear material acquisition and change of control event requiring Item 5.01 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T11:02:07.761700+00:00","company_name":"","ticker":null,"filing_date":""},{"id":16309,"accession_number":"0001104659-26-083326","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"NextCure and Avere Therapeutics announced entry into a definitive merger agreement for an all-stock transaction, with the combined company expected to operate as Avere Therapeutics and trade under ticker \"AVRX.\" The filing also discloses a concurrent $320 million private placement financing. This is a material acquisition/change of control event where NextCure stockholders will own approximately 1.21% of the combined company post-closing, representing a fundamental transformation of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T11:02:07.761700+00:00","company_name":"","ticker":null,"filing_date":""},{"id":16310,"accession_number":"0001104659-26-083326","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"NextCure and Avere announced entry into a definitive merger agreement on July 14, 2026, with the combined company expected to operate as Avere Therapeutics and trade on Nasdaq under ticker \"AVRX.\" The transaction includes a concurrent $320 million private placement and is expected to close in the second half of 2026. This is a material change of control where NextCure stockholders will own approximately 1.21% of the combined company post-closing, representing a fundamental transformation of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T11:02:07.761700+00:00","company_name":"","ticker":null,"filing_date":""},{"id":16311,"accession_number":"0001104659-26-083326","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"NextCure announced entry into a definitive merger agreement with Avere Therapeutics, an all-stock transaction expected to close in H2 2026. The merger represents a material change of control: pre-merger NextCure stockholders will own approximately 1.21% of the combined company post-closing, with the combined entity operating as Avere Therapeutics and trading on Nasdaq under ticker \"AVRX.\" This is accompanied by a concurrent $320 million private placement financing. The Item 8.01 disclosure also includes program updates (SIM0505 and LNCB74 opt-outs), but the dominant material event is the merger transaction itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T11:02:07.761700+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17729,"run_id":15894,"accession_number":"0001104659-26-083326","anchor_item_number":"2.05","event_type":"workforce_reduction","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"NextCure's Board approved a restructuring and workforce reduction plan affecting a substantial majority of the company's workforce during Q3 2026, with expected one-time charges of approximately $1.9 million primarily for employee severance and termination costs.","company_name":"NextCure, Inc.","ticker":"NXTC","filing_date":"2026-07-14","form":"8-K","submitted_at":null,"items":[{"id":16307,"accession_number":"0001104659-26-083326","item_number":"2.05","item_title":null,"event_type":"workforce_reduction","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.05 discloses a Board-approved restructuring and workforce reduction plan affecting \"a substantial majority of NextCure's workforce\" during Q3 2026, with expected one-time charges of approximately $1.9 million primarily for employee severance and termination costs. This is a classic workforce reduction disclosure under Item 2.05, material because it affects a substantial portion of the workforce and involves significant exit costs.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T11:02:07.761700+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":16306,"accession_number":"0001104659-26-083326","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"NextCure and Avere Therapeutics entered into a definitive merger agreement on July 14, 2026, whereby NextCure (via merger subsidiaries) will acquire Avere in an all-stock transaction. The filing discloses the material terms of the merger, including the exchange ratio, financing arrangements ($320 million private placement), closing conditions, and governance changes. This is a material acquisition/change of control transaction requiring Item 1.01 disclosure and will result in Avere stockholders owning approximately 98.79% of the combined company post-closing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T11:02:07.761700+00:00","company_name":"NextCure, Inc.","ticker":"NXTC","filing_date":"2026-07-14"},{"id":16307,"accession_number":"0001104659-26-083326","item_number":"2.05","item_title":null,"event_type":"workforce_reduction","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.05 discloses a Board-approved restructuring and workforce reduction plan affecting \"a substantial majority of NextCure's workforce\" during Q3 2026, with expected one-time charges of approximately $1.9 million primarily for employee severance and termination costs. This is a classic workforce reduction disclosure under Item 2.05, material because it affects a substantial portion of the workforce and involves significant exit costs.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T11:02:07.761700+00:00","company_name":"NextCure, Inc.","ticker":"NXTC","filing_date":"2026-07-14"},{"id":16308,"accession_number":"0001104659-26-083326","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"NextCure and Avere Therapeutics have entered into a definitive merger agreement for an all-stock transaction, with the combined company expected to operate as Avere Therapeutics and trade under ticker \"AVRX.\" The filing discloses a material acquisition/change of control where NextCure stockholders will own approximately 1.21% of the combined company post-closing, accompanied by a concurrent $320 million private investment. This is a clear material acquisition and change of control event requiring Item 5.01 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T11:02:07.761700+00:00","company_name":"NextCure, Inc.","ticker":"NXTC","filing_date":"2026-07-14"},{"id":16309,"accession_number":"0001104659-26-083326","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"NextCure and Avere Therapeutics announced entry into a definitive merger agreement for an all-stock transaction, with the combined company expected to operate as Avere Therapeutics and trade under ticker \"AVRX.\" The filing also discloses a concurrent $320 million private placement financing. This is a material acquisition/change of control event where NextCure stockholders will own approximately 1.21% of the combined company post-closing, representing a fundamental transformation of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T11:02:07.761700+00:00","company_name":"NextCure, Inc.","ticker":"NXTC","filing_date":"2026-07-14"},{"id":16310,"accession_number":"0001104659-26-083326","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"NextCure and Avere announced entry into a definitive merger agreement on July 14, 2026, with the combined company expected to operate as Avere Therapeutics and trade on Nasdaq under ticker \"AVRX.\" The transaction includes a concurrent $320 million private placement and is expected to close in the second half of 2026. This is a material change of control where NextCure stockholders will own approximately 1.21% of the combined company post-closing, representing a fundamental transformation of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T11:02:07.761700+00:00","company_name":"NextCure, Inc.","ticker":"NXTC","filing_date":"2026-07-14"},{"id":16311,"accession_number":"0001104659-26-083326","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"NextCure announced entry into a definitive merger agreement with Avere Therapeutics, an all-stock transaction expected to close in H2 2026. The merger represents a material change of control: pre-merger NextCure stockholders will own approximately 1.21% of the combined company post-closing, with the combined entity operating as Avere Therapeutics and trading on Nasdaq under ticker \"AVRX.\" This is accompanied by a concurrent $320 million private placement financing. The Item 8.01 disclosure also includes program updates (SIM0505 and LNCB74 opt-outs), but the dominant material event is the merger transaction itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-14T11:02:07.761700+00:00","company_name":"NextCure, Inc.","ticker":"NXTC","filing_date":"2026-07-14"}]}