NextCure, Inc.

There have been no* *material updates to the risk factors set forth in our 2025 Annual Report other than as set forth below.

The proposed Merger may not be completed on the currently contemplated terms or within the expected timeframe, or at all, which could adversely affect our business, financial condition and results of operations.

Although the Registration Statement on Form S-4 related to the proposed merger with Avere has been declared effective by the SEC, the Merger is subject to a number of conditions, including approval of the listing of the combined company’s common stock on NASDAQ and approval by the stockholders of NextCure and Avere. We have incurred, and expect to continue to incur, significant costs in connection with the Merger, including legal, accounting, financial advisor, and other professional fees, and these costs may be higher than we currently anticipate. The Merger process has diverted, and may continue to divert, management’s attention and resources from ongoing operations, and could make it more difficult to retain employees, enter into contracts on favorable terms, or maintain relationships with our licensors, collaborators and other business partners. If the Merger is not completed, we will be required to pursue other strategic alternatives, which could include raising additional capital on unfavorable terms, further reducing or discontinuing our operations, or pursuing a voluntary dissolution and liquidation. There can be no assurance that any alternative transaction or strategy will be available on acceptable terms, or at all.

Our stockholders’ equity is below the minimum under Nasdaq’s equity standard, and failure to regain compliance could adversely affect our Nasdaq listing status.

As of September 30, 2026, the Company’s stockholders’ equity was below the $10.0 million minimum stockholders’ equity requirement under Nasdaq’s equity standard for continued listing on The Nasdaq Global Select Market. The Company may be required to submit a plan to regain compliance and there can be no assurance that such plan would be accepted or successfully implemented.

The Company may also be eligible to transfer the listing of its common stock to another Nasdaq market tier, including The Nasdaq Capital Market, subject to Nasdaq approval and satisfaction of the applicable listing requirements. In addition, consummation of the proposed Merger with Avere Therapeutics may affect the Company’s compliance with

applicable listing standards; however, there can be no assurance that the Merger will be completed in time to address any continued listing deficiency.

If the Company is unable to regain or maintain compliance with Nasdaq listing requirements or otherwise maintain a Nasdaq listing, its common stock could be delisted, and the liquidity and market price of the Company’s common stock and the Company’s ability to consummate the Merger and the related financing could be adversely affected.

If the Merger is not completed, we may decide to pursue a liquidation and dissolution of NextCure. In such an event and in light of our current capital resource constraints, it is unlikely that substantial resources would be available for distribution to our stockholders.

Although we have entered into the Merger Agreement, the closing may be delayed or may not occur at all. If for any reason the Merger is not completed, we may elect to, among other things, attempt to complete another strategic transaction, attempt to sell or otherwise dispose of various assets. Any of these alternatives would be costly and time-consuming and would likely require that we obtain additional near-term funding. We expect that it would be difficult to secure such funding in a timely manner, on favorable terms or at all. If the Merger is not completed, we may decide that it is in the best interests of our stockholders to dissolve the Company and liquidate its assets. In that event, the amount of cash, if any, available for distribution to our stockholders would depend on the timing of such decision and the timing of such liquidation since the amount of cash available for distribution continues to decrease as we fund our operations and incur fees and expenses related to the Merger. In addition, if our board of directors were to approve and recommend, and our stockholders were to approve, a dissolution of NextCure, we would be required under Delaware law to pay our outstanding obligations, as well as to make reasonable provision for contingent and unknown obligations, prior to making any distributions in liquidation to our stockholders. As a result of this requirement, a portion of our assets may need to be reserved pending the resolution of such obligations. In addition, we may be subject to litigation or other claims related to a liquidation and dissolution of the Company. If a liquidation and dissolution were pursued, our board of directors, in consultation with its advisors, would need to evaluate these matters and make a determination about a reasonable amount to reserve. Accordingly, in such a circumstance and in light of our current capital resources, it is highly unlikely that substantial resources, if any, would be available for distributions to our stockholders. Our stockholders would likely lose all or a significant portion of their investment.

The private placement financing to be completed concurrently with the Merger may not be completed on the currently contemplated terms or at all, and, even if completed, may result in significant dilution and other adverse effects.

Concurrently with the execution of the Merger Agreement, certain institutional and accredited investors entered into a securities purchase agreement with Avere pursuant to which they agreed, subject to the terms and conditions thereof, to purchase shares of Avere common stock and pre-funded warrants (including through the contribution of certain notes) for an aggregate purchase price of $320.0 million immediately prior to the closing of the Merger (the “Private Placement”). On August 10, 2026, Avere and certain new and existing investors entered into an amendment to the securities purchase agreement providing for an additional aggregate commitment of $500.0 million at a higher price per share than the initial commitments, reflecting a higher Avere valuation; pursuant to the terms of the Merger Agreement, the additional financing will not impact the exchange ratio. References to the Private Placement include the additional financing under such amendment. Of the aggregate commitments of approximately $820.0 million, approximately $266.0 million will be satisfied through the contribution and cancellation of Avere’s outstanding convertible notes (together with accrued interest, premiums and fees thereon), rather than new cash proceeds. It is a condition to the closing of the Merger that the securities purchase agreement remain in full force and effect and that proceeds of not less than $150.0 million (including convertible notes contributed as consideration) be received, or be received substantially concurrently with the closing.

The Private Placement is subject to a number of conditions and may be impacted by market, industry, regulatory and other factors outside of our control. If the Private Placement is not completed, the Merger may be delayed or may not be completed, which could require us to pursue alternative strategic transactions, additional financing arrangements or other liquidity-preserving actions, which may not be available on acceptable terms, if at all. In addition, the securities issued in the Private Placement (and the shares of our common stock and pre-funded warrants into which they convert in the Merger), together with the related registration rights, will result in substantial dilution to our existing stockholders and

could adversely affect the market price of our common stock. Because the shares of Avere common stock and pre-funded warrants issued pursuant to the amendment will convert at the same exchange ratio, the additional financing will further reduce the percentage ownership of the combined company held by our pre-Merger stockholders.

Even if the Merger is completed, the combined company may incur losses for the foreseeable future and might never achieve or sustain profitability.

Even if the Merger is completed, the combined company may never become profitable, even if the combined company is able to complete clinical development for one or more product candidates and eventually commercialize such product candidates. The combined company will need to successfully complete significant research, development, testing and regulatory compliance activities that, together with projected general and administrative expenses, are expected to result in substantial increased operating losses for at least the next several years. Even if the combined company does achieve profitability, it may not be able to sustain or increase profitability on a quarterly or annual basis.

Our stockholders may not receive any payment on the CVRs, and the CVRs may expire valueless.

At or prior to the closing of the Merger, NextCure will enter into a Contingent Value Rights Agreement (the “CVR Agreement”) pursuant to which each of our pre-Merger stockholders will receive one contingent value right (each, a “CVR”) for each outstanding share of our common stock and preferred stock held as of the applicable record date, including shares issued in respect of restricted stock awards accelerated in connection with the Merger. Each CVR represents the contractual right to receive such holder’s pro rata portion of 90% of the net proceeds, if any, derived from the sale, transfer, license or other disposition of our pre-Merger legacy assets pursuant to agreements identified in the CVR Agreement or entered into during the two-year period following the closing of the Merger, after deduction of specified taxes, expenses and liabilities.

There can be no assurance that any qualifying disposition of legacy assets will occur or that any payments will be made with respect to the CVRs. The right to receive any payment on the CVRs is contingent solely upon our receipt of qualifying proceeds from a disposition of the specified legacy assets within the time periods and on the terms specified in the CVR Agreement, and we may be unable to enter into any such disposition on favorable terms, or at all. The CVRs will not be transferable except in limited circumstances specified in the CVR Agreement, will not be evidenced by any certificate or other instrument, will not be registered with the SEC, will not have any voting or dividend rights, will not represent any equity or ownership interest in NextCure or the combined company, and will not accrue interest. Accordingly, if no qualifying proceeds are received for any reason within the time periods specified in the CVR Agreement, no payments will be made under the CVRs and the CVRs will expire valueless.