Nextcure, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share NXTC Nasdaq Glo
• $8.52 — "Common Stock"), at a purchase price of $8.52 per share, and (ii) pre-funded warrants
• $8.519 — Warrant Shares") at a purchase price of $8.519 per Pre-Funded Warrant, which represent
• $21.5 million — Company in the amount of approximately $21.5 million prior to deducting placement agent's fe

Filing Documents

• nxtc-20251112x8k.htm (8-K) — 60KB
• nxtc-20251112xex4d1.htm (EX-4.1) — 114KB
• nxtc-20251112xex10d1.htm (EX-10.1) — 347KB
• nxtc-20251112xex10d2.htm (EX-10.2) — 154KB
• nxtc-20251112xex99d1.htm (EX-99.1) — 16KB
• nxtc-20251112xex99d1001.jpg (GRAPHIC) — 6KB
• 0001104659-25-112975.txt ( ) — 941KB
• nxtc-20251112.xsd (EX-101.SCH) — 3KB
• nxtc-20251112_def.xml (EX-101.DEF) — 3KB
• nxtc-20251112_lab.xml (EX-101.LAB) — 17KB
• nxtc-20251112_pre.xml (EX-101.PRE) — 11KB
• nxtc-20251112x8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Securities Purchase Agreement On November 12, 2025, NextCure, Inc. ("NextCure" or the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional and accredited investors (each, a "Purchaser" and collectively, the "Purchasers") for a private placement (the "Offering") of an aggregate of (i) 708,428 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $8.52 per share, and (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 1,815,049 shares of Common Stock (the "Pre-Funded Warrant Shares") at a purchase price of $8.519 per Pre-Funded Warrant, which represents the per share purchase price of the Shares less the $0.001 per share exercise price for each Pre-Funded Warrant. The Pre-Funded Warrants will be exercisable at any time after the date of issuance and will not expire. The Offering closed on November 14, 2025. The Offering raised gross proceeds to the Company in the amount of approximately $21.5 million prior to deducting placement agent's fees and other Offering expenses payable by the Company. H.C. Wainwright & Co. acted as the sole placement agent for the Offering. The Company has agreed to pay customary placement fees and reimburse certain expenses of the placement agent. Pursuant to the Purchase Agreement, the Company has agreed not to issue (or enter into any agreement to issue) any shares of Common Stock or Common Stock equivalents, subject to certain exceptions, until 30 days after the date the Registration Statement (defined below) is declared effective by the Securities and Exchange Commission or following certain other customary occurrences. The Purchase Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Purchasers, including for liabilities under th

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities To the extent required by Form 8-K, the disclosures in Item 1.01 above are incorporated herein by reference. The securities to be issued and sold under the Purchase Agreement are not registered under the Securities Act, and are being sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The Company relied on this exemption from registration based in part on representations made by the Purchasers. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On November 17, 2025, the Company issued a press release announcing the closing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company's filings under the Exchange Act or the Securities Act, regardless of any general incorporation language in such filing.

01 Other Events

Item 8.01 Other Events On November 12, 2025, the Company announced that it believes that its existing cash, cash equivalents and marketable securities will be sufficient to fund its planned operations into the first half of 2027. The Company based this estimate on assumptions that may prove to be incorrect, and it could exhaust its available capital resources sooner than it currently expects.

01 Financial Statement and Exhibits

Item 9.01 Financial Statement and Exhibits d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant 10.1* Securities Purchase Agreement, dated November 12, 2025, by and between NextCure, Inc. and each purchaser party thereto 10.2* Registration Rights Agreement 99.1 Press Release issued by NextCure, Inc. dated November 17, 2025 104 Cover Page Interactive Data File (formatted as inline XBRL). * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. November Dated: November 17, 2025 NEXTCURE, INC. By: /s/ Steven P. Cobourn Name: Steven P. Cobourn Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR