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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".
Posted In: NXTC
