NextCure Inc美股招股说明书(2025-12-11版)

Up To 2,523,477 Shares Of Common Stock Offered By The Selling Stockholders NEXTCURE, INC. Common Stock This prospectus relates to the resale, from time to time by the selling stockholders named in thisprospectus (the “selling stockholders”) of up to 2,523,477 shares of our common stock, which consists of (i)708,428 shares of our common stock (the “Initial Shares”), and (ii)1,815,049 shares of our common stock(the “Pre-Funded Warrant Shares”) issuable upon the exercise of pre-funded warrants held by the sellingstockholders (the “Pre-Funded Warrants”). The Initial Shares and Pre-Funded Warrant Shares shall becollectively referred to as the “Securities” or the “Shares.” Our registration of shares of common stock covered by this prospectus does not mean that the sellingstockholders will offer or sell any such Shares. The selling stockholders received the Initial Shares and Pre-Funded Warrants from us pursuant to a private placement transaction, which transaction was consummatedon November12, 2025. We are registering the offer and resale of the Shares to satisfy a covenant set forthin the registration rights agreement entered into on November12, 2025 executed concurrently with asecurities purchase agreement as of the same date with respect to the private placement transaction, pursuantto which we agreed to register the resale of the Shares within a limited period of time following the date ofthe registration rights agreement. We will not receive any of the proceeds from the sale of our common stock by the selling stockholders,although we will receive proceeds from the nominal exercise price of any Pre-Funded Warrants. Any shares of our common stock subject to resale hereunder will have been issued by us and receivedby the selling stockholders prior to any resale of such shares pursuant to this prospectus. The selling stockholders, or its donees, pledgees, transferees or other successors-in-interest may offeror resell the Shares from time to time through public or private transactions at prevailing market prices, atprices related to prevailing market prices or at privately negotiated prices. The selling stockholders will bearall commissions and discounts and similar selling expenses, if any, attributable to the sale of Shares. We willbear all costs, expenses and fees (other than commissions and discounts and similar selling expenses) inconnection with the registration of the Shares. For additional information on the methods of sale that may beused by the selling stockholders, see “Plan of Distribution” beginning on page 11 of this prospectus. Our common stock is listed on the Nasdaq Global Select Market under the symbol “NXTC.” OnDecember10, 2025, the last reported sale price of our common stock was $11.69. We are a “smaller reporting company” under the U.S. securities laws and as such, have elected tocomply with reduced public company reporting requirements for this prospectus and the documentsincorporated by reference herein and may elect to comply with reduced public company reportingrequirements in future filings. See “Summary — Implications of Being a Smaller Reporting Company.” Investing in our securities involves significant risks. We strongly recommend that you read carefully therisks we describe in this prospectus and in any accompanying prospectus supplement, as well as the risk factorsthat are incorporated by reference into this prospectus from our filings made with the Securities and ExchangeCommission. See “Risk Factors” beginning on page4of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representationto the contrary is a criminal offense. The date of this prospectus is December11, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiSUMMARY1THE OFFERING3RISK FACTORS4FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS7THE SELLING STOCKHOLDERS8PLAN OF DISTRIBUTION11LEGAL MATTERS13EXPERTS14WHERE YOU CAN FIND MORE INFORMATION15INFORMATION INCORPORATED BY REFERENCE16 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the Securities andExchange Commission (the “SEC”), using a “shelf” registration process. The selling stockholders mayresell, from time to time, in one or more offerings, shares of our common stock offered by this prospectus.Information about the selling stockholders may change over time. When the selling stockholders sell sharesof our common stock under this prospectus, we will, if necessary and required by law, provide a prospectussupplement that will contain specific information about the terms of that offering. Any prospectussupplement may also add to, update, modify or replace information contained in this prospectus. If aprospectus supplement is provided and the description of the offering in the prospectus supplement variesfrom the information in this prospectus, you sho