NextCure Files Delaware Petition to Validate 2025 1:12 Reverse Stock Split

What Happened
NextCure, Inc. filed a petition under Section 205 of the Delaware General Corporation Law on September 14, 2026 asking the Delaware Court of Chancery to validate the Company’s July 10, 2025 Certificate of Amendment that implemented a 1:12 reverse stock split and all shares issued in reliance on that amendment. The court ordered NextCure to disclose the petition in an 8-K and set an expedited hearing for 3:00 p.m. (ET) on November 6, 2026 at the Leonard L. Williams Justice Center in Wilmington, Delaware.

Key Details

• At the June 20, 2025 annual meeting, 20,202,136 votes were cast on the reverse-split proposal: 18,166,577 for, 2,028,946 against, and 6,613 abstentions (≈89.92% of votes cast; ≈64.76% of outstanding shares). The board adopted a 1:12 ratio and the amendment was filed July 10, 2025.
• Amendments to DGCL Section 242(d)(2) that took effect in August 2026 created uncertainty about whether the Company should have applied a supermajority voting standard to the 2025 amendment. That uncertainty prompted the Section 205 petition.
• Court schedule and stockholder rights: hearing on Nov 6, 2026 at 3:00 p.m. ET; written opposition must be filed with the Register in Chancery by October 27, 2026 and emailed to NextCure’s counsel (Kevin Gallagher) at gallagher@rlf.com. Stockholders may also appear at the hearing.
• The petition and related opening brief (upon written request) are available as exhibits to the 8‑K; NextCure will provide its opening brief and supporting documents within five days of a written request.

Why It Matters
Validating the 2025 reverse split is intended to remove legal uncertainty about the Company’s outstanding shares and capitalization. The court’s decision could affect the legal status of shares issued since the 1:12 split and may influence NextCure’s ability to complete its proposed business combination with Avere Therapeutics. If the petition is unsuccessful, NextCure says there could be delays or risk to that transaction; the filing therefore addresses a material corporate and transaction-related risk for investors.