NextCure, Inc. (NASDAQ:NXTC) ("NextCure") and Avere Therapeutics, Inc. ("Avere"), a privately-held biotechnology company advancing oral therapies for IL-23 driven inflammatory diseases, today announced they have entered into a definitive merger agreement (the "Agreement") for an all-stock transaction. The Agreement brings together Avere’s differentiated oral IL-23 program with NextCure’s public market infrastructure to accelerate development of AVR-001. Upon completion of the transaction, which is expected to occur in the second half of 2026, the combined company is expected to operate as Avere Therapeutics, Inc., and trade on Nasdaq under the ticker symbol "AVRX."

Avere is led by a seasoned executive team that guided Akero Therapeutics (NASDAQ:AKRO) from pre-IPO through its sale to Novo Nordisk for up to $5.2 billion in December 2025. The team is led by Andrew Cheng, MD, PhD, Chief Executive Officer, President, and Chairman of the Board and includes Kitty Yale, Chief Development Officer; William White, Chief Financial Officer and Head of Corporate Development; and Brett Pletcher, General Counsel.

A concurrent $320 million private placement was led by Fairmount and Hansoh Pharmaceutical Group Co., Ltd. ("Hansoh"), with participation from Venrock Healthcare Capital Partners; General Atlantic; Janus Henderson Investors; Wellington Management; Boyu Capital; Sirona Capital; funds and accounts advised by T. Rowe Price Investment Management Inc.; RTW Investments; Sirenia Capital Management LP; Logos Capital; Redmile; Affinity Asset Advisors, LLC; Balyasny Asset Management; Wedbush Healthcare Partners; and other institutional investors. The financing includes $251 million of convertible notes (and interest thereon) that will be exchanged for common stock concurrently with the closing of the merger. The private placement is expected to fully fund company operations through the readout of a global Phase 2b trial in psoriasis, commencement of a Phase 3 trial in psoriasis, and commencement of a Phase 2b trial in ulcerative colitis.

Avere recently completed a global, ex-Greater China exclusive licensing agreement with Hansoh, a leading innovation-driven pharmaceutical enterprise, granting Avere ex-China rights for the development, manufacture, and commercialization of AVR-001, a cyclic peptide IL-23 receptor antagonist. In exchange, Hansoh will receive upfront payments totaling $120 million and is eligible to receive up to $2.18 billion in customary development and sales milestones as well as mid-single to low-double digit sales royalty payments.

"The combination of the strong clinical data from Hansoh’s Phase 1b psoriasis study, the capital raised through this financing from a world-class investor syndicate, and immediate access to the public markets positions us to be highly competitive in the emerging oral IL-23 market," said Andrew Cheng, MD, PhD, CEO of Avere. "We have a clear line of sight to potentially value-generating clinical data and the resources to execute our plans. We are focused on rapidly delivering a once-weekly oral IL-23 therapy that combines best-in-class convenience with efficacy competitive with other emerging oral IL-23 therapies."

AVR-001 is engineered for enhanced pharmacokinetic properties, including a half-life of approximately 100 hours, enabling once-weekly oral dosing. Clinical data from the Phase 1b trial conducted by Hansoh in patients with moderate-to-severe plaque psoriasis demonstrate once-weekly AVR-001 achieved Week 4 and Week 8 PASI and PASI 75 responses comparable on a cross-trial basis to the first-generation once-daily oral inhibitor, despite only 4 weeks of dosing, suggesting durable pharmacodynamic activity. After four weeks of dosing, AVR-001 was generally well-tolerated, with an overall adverse event profile supporting continued clinical development. A US IND for AVR-001 is open, and initiation of the Phase 2b study by Avere is anticipated in early 2027, with an expected readout in the first half of 2028. A Phase 2b psoriasis study in China conducted by Hansoh is also expected to read out in 2027.

"Since our founding, NextCure has been committed to advancing innovative therapies designed to improve outcomes for patients. I am incredibly proud of the dedication, talent, and perseverance of the NextCure team and the important contributions they have made in pursuit of our mission," said Michael Richman, President and CEO of NextCure. "We are pleased to announce this transaction with Avere, which represents a compelling opportunity for NextCure’s stockholders to participate in the development of once-weekly AVR-001 and its significant therapeutic and commercial potential. NextCure’s Board of Directors and management team are in full support of this transaction, and we believe Avere’s strong balance sheet and experienced management team are well-positioned to successfully execute on the development plans for AVR-001."

About the Proposed Transaction

Under the terms of the merger agreement, as of the closing of the proposed merger, the pre-merger NextCure stockholders are expected to own approximately 1.21% of the combined company and the pre-merger Avere stockholders (inclusive of those investors participating in the pre-closing financing) are expected to own approximately 98.79% of the combined company. The percentage of the combined company that NextCure’s stockholders will own as of the closing of the proposed merger is subject to adjustment based on the estimated amount of NextCure’s net cash immediately prior to the closing date.

The transaction has received approval by the Board of Directors of both companies and is expected to close in the second half of 2026, subject to certain closing conditions, including, among others, approval by the stockholders of each company, the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission (the "SEC") to register the securities to be issued in connection with the proposed merger and the satisfaction of other customary closing conditions.

The combined company plans to operate under the name Avere Therapeutics, Inc. and will be led by Dr. Andrew Cheng, Avere’s current Chief Executive Officer. Avere’s existing Board of Directors will become directors of the combined company. The Board is chaired by Dr. Cheng and includes Julianne Bruno (Fairmount) and two representatives from Hansoh. In addition, Nimish Shah (Venrock Healthcare Capital Partners) is expected to join the Board prior to transaction closing.

NextCure stockholders are eligible to receive a contingent value right (CVR) entitling them to 90% of net proceeds from any future license, divestiture or other monetization of NextCure’s pipeline assets and other programs for a period of two years following the closing of the transaction.

Wedbush Securities Inc. is serving as exclusive strategic financial advisor and Gibson, Dunn & Crutcher LLP is serving as legal counsel to Avere. Jefferies and Wedbush & Co., LLC are serving as placement agents to Avere. Cooley LLP is serving as legal counsel to the placement agents. Tungsten Advisors is serving as financial advisor and Sidley Austin LLP is serving as legal counsel to NextCure.