NXTC 8-K
NextCure, Inc. (NXTC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03Material Modification to Rights of Security Holders
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Reverse Stock Split
On July 14, 2025, NextCure, Inc., a Delaware corporation (the “Company”), effected a one-for-twelve (1:12) reverse stock split (“Reverse Stock Split”) of the Company’s common stock, par value $0.001 (the “Common Stock”). As previously disclosed, at the annual meeting of stockholders of the Company held on June 20, the stockholders of the Company approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Amendment”) to effect a reverse stock split at a ratio in the range of one-to-five (1:5) to one-to-fifteen (1:15), with such ratio to be subsequently determined in the discretion of the Company’s board of directors (the “Board”).
Pursuant to such authority granted by the Company’s stockholders, the Board approved the Reverse Stock Split of the Common Stock, and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment became effective at 12:01 a.m. Eastern Time on July 14, 2025.
The Reverse Stock Split will affect all shares of Common Stock outstanding immediately prior to the effective time of the Reverse Stock Split. In addition, the Reverse Stock Split will effect a reduction in the number of shares of Common Stock (i) available for issuance under the Company’s 2019 Omnibus Plan and 2019 Employee Stock Purchase Plan, (ii) to be automatically added to the number of shares available for issuance under the 2019 Employee Stock Purchase Plan pursuant to the annual “evergreen” provision of such plan, and (iii) issuable upon the exercise of stock options outstanding immediately prior to the effectiveness of the Reverse Stock Split. To reflect the Reverse Stock Split, there will also be a corresponding increase in the exercise price per share applicable to outstanding stock options. The number of authorized shares of Common Stock will remain at 100 million shares.
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled to a check representing the cash value equal to the fraction to which the stockholder would otherwise be entitled, multiplied by the closing price of the Common Stock, as reported by Nasdaq, on the last trading day prior to the effective date of the Reverse Stock Split.
The Common Stock is scheduled to begin trading on the Nasdaq Global Select Market on a split-adjusted basis when the market opens on July 14, 2025 under the existing ticker symbol “NXTC”.
The foregoing description is qualified in its entirety by the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
d) Exhibits
Exhibit No. | Description | |
104 | Cover Page Interactive Data File (formatted as inline XBRL). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 14, 2025 | NEXTCURE, INC. | |
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| By: | /s/ Steven P. Cobourn |
| Name: | Steven P. Cobourn |
| Title: | Chief Financial Officer |
CERTIFICATE OF AMENDMENT
TO THE
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
NEXTCURE, INC.
NextCure, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies as follows:
FIRST: The name of the Corporation is NextCure, Inc. The Corporation’s original Certificate of Incorporation was filed with the office of the Secretary of State of the State of Delaware on September 3, 2015.
SECOND: This Amendment to the Third Amended and Restated Certificate of Incorporation of the Corporation in the form set forth in the following resolution has been duly adopted in accordance with the provisions of Sections 222 and 242 of the General Corporation Law of the State of Delaware by the directors and stockholders of the Corporation:
RESOLVED: The Third Amended and Restated Certificate of Incorporation is hereby amended to include a new Section 4.4 in Article 4 as follows:
4.4. Reverse Stock Split. Upon the filing and effectiveness of this Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, every twelve (12) shares of Common Stock either issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time (as defined below) shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock without increasing or decreasing the par value of any share (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. In lieu thereof, the aggregate of all fractional shares otherwise issuable to the holders of record of Common Stock shall be issued to the transfer agent, as agent for the accounts of all holders of record of Common Stock and otherwise entitled to have a fraction of a share issued to them. The sale of all of the fractional interests will be effected by the transfer agent as soon as practicable after the Effective Time on the basis of the prevailing market prices of the Common Stock at the time of the sale. After such sale, the transfer agent will pay to such holders of record their pro rata share of the total net proceeds derived from the sale of the fractional interests.
THIRD: All other provisions of the Third Amended and Restated Certificate of Incorporation remain in full force and effect.
FOURTH: The foregoing amendment shall be effective as of 12:01 a.m., Eastern Time, on July 14, 2025 (the “Effective Time”).
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by the authorized officer below on this 10th day of July, 2025.
NEXTCURE, INC.
By: /s/ Michael Richman
Name: Michael Richman
Title: President and Chief Executive
Officer