NextCure Inc美股招股说明书(2025-12-19版)

We have entered into an at the market offering agreement (the “ATM agreement”) withH.C.Wainwright& Co., LLC (“H.C. Wainwright”) relating to shares of our common stock, par value$0.001 per share (the “common stock”), offered by this prospectus supplement (this “prospectus”). Inaccordance with the terms of the ATM agreement, we may offer and sell shares of our common stock havingan aggregate offering price of up to $14,500,000 from time to time through H.C. Wainwright acting as our Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol“NXTC.” On December18, 2025, the last reported sale price of our common stock on Nasdaq was $10.70per share. As of December19, 2025, the aggregate market value of our common stock held by our non-affiliates,as calculated pursuant to the rules of the Securities and Exchange Commission (the “SEC”), wasapproximately $44.1million, based upon 3,122,143 shares of our outstanding common stock held by non-affiliates at the per share price of $14.11, the closing sale price of our common stock on Nasdaq onNovember24, 2025, a date within 60days of this prospectus. Pursuant to General Instruction I.B.6 ofFormS-3, in no event will we sell securities in a public offering with a value exceeding more than one-thirdof our “public float”(i.e., the market value of our common stock held by our non-affiliates) in any 12 Sales of our common stock, if any, under this prospectus will be made in sales deemed to be an “at themarket offering” as defined in Rule415(a)(4) promulgated under the Securities Act of 1933, as amended(the “Securities Act”). H.C. Wainwright is not required to sell any specific amount of securities, but will actas our sales agent using commercially reasonable efforts consistent with its normal trading and salespractices, on mutually agreed terms between H.C. Wainwright and us. There is no arrangement for funds to The compensation to H.C. Wainwright for sales of common stock sold pursuant to the ATM agreementwill be an amount equal to 3.0% of the gross proceeds of any shares of common stock sold under the ATMagreement. In connection with the sale of the common stock on our behalf, H.C. Wainwright will be deemedto be an “underwriter” within the meaning of the Securities Act and the compensation of H.C.Wainwrightwill be deemed to be underwriting commissions or discounts. We have also agreed to provideindemnification and contribution to H.C. Wainwright with respect to certain liabilities, including liabilities We are a “smaller reporting company” under federal 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 “Prospectus Summary — Implications of Being a Smaller Reporting Our business and an investment in our common stock involve significant risks. Before making aninvestment decision, you should review carefully and consider all of the information set forth in thisprospectus and the documents incorporated by reference. These risks are described under the caption “RiskFactors” beginning on pageS-4of this prospectus and in the documents incorporated by reference into this 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. H.C. Wainwright & Co. The date of this prospectus supplement is December19, 2025. ABOUT THIS PROSPECTUS This prospectus is part of a shelf registration statement on Form S-3 that we filed with the SEC. Underthis shelf registration process, we may sell any combination of the securities described in our baseprospectus included in the shelf registration statement in one or more offerings up to a total aggregateoffering price of $180,000,000, subject to the limitations of General Instruction I.B.6 of Form S-3,described on the cover of that prospectus. The $14,500,000 of common stock that may be offered, issued You should rely only on the information contained in, or incorporated by reference into, thisprospectus, the accompanying base prospectus, and in any free writing prospectus that we may authorize foruse in connection with this offering. We have not, and H.C. Wainwright has not, authorized any other personto provide you with different or additional information. If anyone provides you with different or inconsistentinformation, you should not rely on it. We are not, and H.C. Wainwright is not, making an offer to sell orsoliciting an offer to buy our securities in any jurisdiction in which an offer or solicitation is not authorizedor in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it isunlawful to make an offer or solicitation. You should assume that the information a