NextCure, Inc. has filed a petition with the Delaware Court of Chancery to validate a reverse stock split approved by shareholders in 2025. The filing, made on September 14, 2026, and reported on September 21, 2026, seeks a court order confirming the validity of the 2025 Reverse Split Amendment and the shares issued in reliance on it.
The company is seeking this validation due to uncertainty regarding the voting standard applied to the 2025 amendment. At the 2025 Annual Meeting, held on June 20, 2025, the proposal to effect a reverse stock split at a ratio between 1:5 and 1:15 was approved. Based on the company's interpretation of Delaware law, the proposal was approved if the votes cast in favor exceeded the votes cast against. Under this standard, the proposal received 18,166,577 votes in favor, 2,028,946 votes against, and 6,613 abstentions, representing approximately 89.92% of votes cast and 64.76% of outstanding shares.
The board of directors ultimately approved a 1:12 split, which became effective on July 10, 2025. However, the company notes that the Third Amended and Restated Certificate of Incorporation includes a supermajority voting standard requiring 66 2/3% approval for charter amendments. In August 2026, amendments to Delaware law became effective that suggest the supermajority standard may apply to reverse stock split amendments. This has raised questions about whether the 2025 Reverse Split Amendment was validly approved under the correct legal standard.
The company is currently in the process of a business combination with Avere Therapeutics, Inc. To proceed with this transaction, the company determined to seek approval for a new reverse stock split under the supermajority standard. This decision has created uncertainty regarding the validity of the previously approved 2025 amendment. The company is seeking court validation to eliminate this uncertainty and ensure the validity of its capitalization.
The Delaware Court of Chancery has scheduled a hearing on the petition for November 6, 2026, at 3:00 p.m. Eastern Time. Stockholders who wish to express a position on the action must file a written submission with the Register in Chancery by October 27, 2026, or appear at the hearing. The company has committed to providing stockholders with a copy of its opening brief and supporting documents within five days of a written request.
