NextCure’s proposed merger with Avere Therapeutics comes with about $820 million in financing commitments. But the quarterly report NextCure filed on November 10 draws a distinction that matters for anyone following the deal: About $266 million would be covered by surrendering and canceling Avere’s convertible notes and related amounts, including accrued interest. That part would retire obligations without putting fresh cash into the business.
Subtract the roughly $266 million from the roughly $820 million and the cash portion comes to about $554 million before transaction costs. The merger prospectus shows the same $554 million as a cash adjustment in its pro forma balance sheet and accounts for transaction costs separately. The figure describes part of a proposed financing, rather than the amount the combined company would have in the bank.
The timing matters as much as the total. NextCure says in its quarterly report that the financing is conditional on the merger and unavailable to cover NextCure’s operations before closing. As of September 30, NextCure reported about $8.7 million in cash and cash equivalents. Management expects that cash to fund operations into early 2027 under its current plan and says there is substantial doubt about the company’s ability to continue operating over the year after the financial statements were issued.
The next scheduled milestone for NextCure shareholders is a virtual meeting on December 9 at 9 a.m. Eastern, according to the meeting notice in the prospectus. Shareholder approval is one of the conditions for completing the deal, NextCure said in its November 10 update. Until the deal closes, the financing commitments say what investors are prepared to put into the transaction; the quarterly report says what NextCure has available to operate on its own.