NextCure seeks Delaware court order validating 2025 reverse stock split amendment
NXTC•NextCure petitioned a Delaware court to validate its 2025 reverse stock split amendment after the proposal received 64.76% support from outstanding shares, below the charter’s 66 2/3% supermajority threshold. The company warned unresolved questions could disrupt trading and its planned Avere business combination.
1. Court petition
NextCure filed a Delaware Chancery Court petition seeking validation of its 2025 reverse stock split charter amendment under DGCL Section 205. Stockholders voted 18,166,577 for the proposal and 2,028,946 against, representing support from 64.76% of outstanding shares; the company’s charter includes a 66 2/3% supermajority provision.
2. Split and merger
The company implemented a 1-for-12 reverse split effective July 14, 2025, then completed financings and pursued a merger with Avere. NextCure warned that unresolved questions about the amendment’s validity could disrupt trading, impair the Avere business combination and complicate its capital structure.
