Key Highlights

● Court petition filed: NextCure asked the Delaware Court of Chancery on September 14, 2026 to validate its July 2025 reverse stock split.

● Vote fell short of new standard: The 2025 split passed with about 64.76% of outstanding shares in favor, short of a possible 66.67% supermajority threshold under amended Delaware law.

● Merger at stake: NextCure's pending Merger with Avere Therapeutics, targeted to close in November 2026, is a key reason the company is seeking validation now.

● Hearing scheduled: The Delaware Court of Chancery set a November 6, 2026 hearing, with a stockholder opposition deadline of October 27, 2026.

NextCure, Inc. asked the Delaware Court (NASDAQ:NXTC) of Chancery on September 14, 2026 to bless a Reverse Stock Split the clinical-stage biopharmaceutical company completed more than a year ago, after a change in Delaware law raised doubt about whether the vote that approved it cleared the right bar.

The company's Form 8-K, filed September 25, 2026, frames the petition as a housekeeping step needed to protect NextCure's pending merger with Avere Therapeutics, Inc. from a legal cloud hanging over its capital structure.

What Happened in 2025

At its June 20, 2025 annual meeting, NextCure stockholders voted on a reverse-split authorization that let the board choose a ratio between 1-for-5 and 1-for-15. The board settled on 1-for-12, effective July 10, 2025 (the filing separately cites July 14, 2025 as the effective date in the underlying press release). The measure passed with roughly 18,166,577 votes in favor, 2,028,946 against, and 6,613 abstaining, about 89.92% of votes cast, but only about 64.76% of NextCure's total outstanding shares. The company applied a "votes cast" standard, requiring only that yes-votes exceed no-votes, based on its understanding of Delaware law and advice of counsel at the time.

The Problem: A Possible Supermajority Requirement

In August 2026, amendments to Delaware corporate law took effect that created uncertainty over whether NextCure's charter actually required a supermajority standard (two-thirds of outstanding shares, or about 66.67%) rather than the simple votes-cast approach the company used. NextCure's 64.76% approval among outstanding shares falls roughly two percentage points short of that higher bar. If a court or counterparty later concluded the supermajority standard applied, the 2025 split, and every share issued in reliance on it since, could be challenged as invalid.

Why It Matters Now: The Avere Merger

NextCure announced its proposed merger with Avere Therapeutics on July 14, 2026 and expects to close in November 2026. Since that time, the company has relied on shares outstanding as a result of the 2025 split for a Simcere Zaiming subscription agreement, a November 2025 private placement, and a December 2025 at-the-market agreement with H.C. Wainwright & Co. for up to $14.5 million. Uncertainty about the split's validity threatens to complicate the merger, financing arrangements, Equity compensation and Nasdaq listing eligibility. For the separate reverse split tied to the Avere merger itself, NextCure says it will seek approval under the stricter supermajority standard this time.

The Section 205 Petition

NextCure's petition asks the court to validate the split under Section 205 of Delaware's General Corporation Law, a mechanism designed to let companies cure potentially defective corporate acts. The company argues it acted in good-faith reliance on legal advice, treated the amendment as valid in subsequent public filings and transactions, caused no apparent harm since reverse splits preserve relative ownership, faces real harm to the merger and its Capital Structure without validation, and cannot practically self-ratify after more than a year of active trading. The Delaware Court of Chancery has scheduled a hearing for November 6, 2026 at 3:00 p.m. Eastern in Wilmington; stockholders may attend or file written opposition by October 27, 2026.

The Court Calendar Behind NextCure's Validation Petition

The October 27, 2026 deadline for stockholders to file written opposition to the petition comes first, followed by the November 6, 2026 hearing in Wilmington where the Chancery Court will consider validation. Because NextCure's proposed close of the Avere Therapeutics merger is also targeted for November 2026, the timing of the court's ruling relative to that closing date could directly affect whether the merger proceeds on schedule, and whether the company must instead pursue a fresh, supermajority-approved corporate action before shares can be issued with certainty.