NextCure Inc美股招股说明书(2025-12-19版)

Up to $14,500,000Common Stock 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 ouragent. 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 12calendar month period so long as our public float remains below $75.0million. We have not sold anysecurities in reliance on General Instruction I.B.6 of Form S-3 during the 12 calendarmonths prior to andincluding the date of this prospectus. 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 tobe received in any escrow, trust or similar arrangement. 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 liabilitiesunder the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See“Plan of Distribution” beginning on page S-13 for additional information regarding the compensation to bepaid to H.C. Wainwright. 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 ReportingCompany.” 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 thisprospectus. 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. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUSS-iiPROSPECTUS SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-6USE OF PROCEEDSS-8DESCRIPTION OF CAPITAL STOCKS-9PLAN OF DISTRIBUTIONS-13LEGAL MATTERSS-15EXPERTSS-15INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-15 Prospectus ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2INCORPORATION BY REFERENCE3THE COMPANY4RISK FACTORS6SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS7USE OF PROCEEDS9DESCRIPTION OF CAPITAL STOCK10DESCRIPTION OF DEBT SECURITIES14DESCRIPTION OF WARRANTS22DESCRIPTION OF UNITS24PLAN OF DISTRIBUTION25LEGAL MATTERS26EXPERTS26 ABOUT THIS PROSPECTUS This prospectus is part of a shelf registration statement on Form S-3 that we filed