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S-3 1 tm2532242-1_s3.htm S-3 tm2532242-1_s3 - none - 3.6916471s

As filed with the Securities and Exchange Commission on November 26, 2025

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NEXTCURE, INC.
(Exact name of registrant as specified in its charter)

	Delaware			47-5231247
	(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

9000 Virginia Manor Road, Suite 200
Beltsville, Maryland 20705
Tel: (240) 399-4900

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
Tel: (302) 658-7581

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Asher Rubin, Esq.
Istvan A. Hajdu, Esq.
Nick D. DeAngelis, Esq.
Sidley Austin LLP
787 7th Avenue
New York, NY 10019
(212) 839-5300

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☒
				Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

	ABOUT THIS PROSPECTUS					ii
	SUMMARY					1
	THE OFFERING					3
	RISK FACTORS					4
	FORWARD-LOOKING STATEMENTS					5
	USE OF PROCEEDS					7
	THE SELLING STOCKHOLDERS					8
	PLAN OF DISTRIBUTION					11
	LEGAL MATTERS					13
	EXPERTS					14
	WHERE YOU CAN FIND MORE INFORMATION					15
	INFORMATION INCORPORATED BY REFERENCE					16

Name of Selling Stockholder	Common Stock Beneficially Owned Prior to the Offering		Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus		Number of Shares of Common Stock Owned After Offering		Percent
Entities affiliated with Squadron Capital Management LLC(1)		763,499		586,855		176,644		3.4%
Ikarian Healthcare Master Fund, LP(2)		585,123		585,123		—		—
Affinity Healthcare Fund, LP(3)		543,995		352,113		191,882		3.7%
Entities affiliated with Boothbay Fund Management, LLC(4)		295,159		295,159		—		—
Entities affiliated with Exome Asset Management LLC(5)		293,428		293,428		—		—
Entities affiliated with SilverArc Capital Management, LLC(6)		176,057		176,057		—		—
Special Situations Life Sciences Fund, L.P.(7)		117,371		117,371		—		—
Stuywater Capital LLC(8)		117,371		117,371		—		—

SEC Registration Fee	$	3,459
Accounting Fees and Expenses	$	16,000
Legal Fees and Expenses	$	40,000
Miscellaneous Fees and Expenses	$	5,541
Total	$	65,000

	Exhibit No.			Description
	3.1			Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with Registrant’s Current Report on 8-K filed with the Commission on May 13, 2019 (File No. 001-38905)).
	3.2			Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 filed with Registrant’s Current Report on 8-K filed with the Commission on June 26, 2023 (File No. 001-38905)).
	3.3			Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with Registrant’s Current Report on 8-K filed with the Commission on July 14, 2025 (File No. 001-38905)).
	4.1			Amended and Restated Investors’ Rights Agreement, dated as of November 5, 2018, by and among the Company and the investors party thereto (incorporated by reference to Exhibit 4.1 filed with Company’s Registration Statement on Form S-1 filed with the Commission on April 12, 2019 (File No. 001-38905)).
	4.2			Form of Pre-Funded Warrant (filed as an exhibit to Form 8-K on November 17, 2025 (File No. 001-38905)).
	5.1*			Opinion of Sidley Austin, LLP.
	23.1*			Consent of Ernst & Young LLP, independent registered public accounting firm.
	24.1*			Power of Attorney
	107*			Filing Fee Table

Signature	Title	Date
/s/ Michael Richman Michael Richman	President, Chief Executive Officer, and Director (Principal Executive Officer)	November 26, 2025
/s/ Steven P. Cobourn, C.P.A. Steven P. Cobourn, C.P.A.	Chief Financial Officer (Principal Financial Officer & Principal Accounting Officer)	November 26, 2025
/s/ David Kabakoff, Ph.D. David Kabakoff, Ph.D.	Chairman of the Board	November 26, 2025
/s/ Anne Borgman, M.D. Anne Borgman, M.D.	Director	November 26, 2025
/s/ Ellen G. Feigal, M.D. Ellen G. Feigal, M.D.	Director	November 26, 2025
/s/ John G. Houston, Ph.D. John G. Houston, Ph.D.	Director	November 26, 2025

SEC Form S-3 filed by NextCure Inc.