OrbiMed Amends Stake in NextCure, Inc.

TL;DR

OrbiMed just updated their NextCure filing - ownership change incoming.

AI Summary

OrbiMed Advisors LLC and OrbiMed Capital GP VI LLC, collectively referred to as OrbiMed, have filed an amendment (Amendment No. 2) to their Schedule 13D for NextCure, Inc. The filing, dated March 6, 2024, indicates a change in beneficial ownership of NextCure's common stock. OrbiMed is a significant investor in the pharmaceutical preparations sector.

Why It Matters

This filing signals a potential shift in the ownership structure or investment strategy of OrbiMed concerning NextCure, which could impact the company's stock performance and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, introducing uncertainty for investors.

Key Numbers

• 2 — Amendment Number (Indicates this is the second amendment to the original filing.)

Key Players & Entities

• OrbiMed Advisors LLC (company) — Filing entity
• OrbiMed Capital GP VI LLC (company) — Filing entity
• NextCure, Inc. (company) — Subject company
• 601 Lexington Avenue, 54th Floor New York, NY 10022 (address) — OrbiMed's business and mailing address
• 240-399-4900 (phone_number) — NextCure's business phone number
• (212) 739-6400 (phone_number) — OrbiMed's business phone number

FAQ

Key Financial Figures

• $0.001 — relates to the common stock, par value $0.001 per share (the " Shares "), of NextCure
• $1.58 — OPI VI March 6, 2024 Sold 1,300,000 $1.58 Except as reported above, the Reporti

Filing Documents

• ss3118746_sc13da.htm (SC 13D/A) — 75KB
• ss3118746_ex9901.htm (EX-99.1) — 5KB
• 0000947871-24-000274.txt ( ) — 82KB

Security and Issuer

Item 1. Security and Issuer This Amendment No. 2 (" Amendment No. 2 ") to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC and OrbiMed Capital GP VI LLC originally filed with the Securities and Exchange Commission (the " SEC ") on May 21, 2019 (the " Statement "), as amended by Amendment No. 1 filed with the SEC on November 19, 2019. This Statement relates to the common stock, par value $0.001 per share (the " Shares "), of NextCure, Inc., a corporation organized under the laws of Delaware (the " Issuer "), with its principal executive offices located at 9000 Virginia Manor Road, Suite 200, Beltsville, Maryland 20705. The Shares are listed on the NASDAQ Global Select Market under the ticker symbol "NXTC". Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. This Amendment No. 2 is being filed to report that following the transactions described in Item 5(c) below, the Reporting Persons (as defined below) ceased to be the beneficial owners of more than 5% of the Shares and, as a result, this Amendment No. 2 is an exit filing for the Reporting Persons.

Identity and Background

Item 2. Identity and Background (a) This Amendment No. 2 is being filed by OrbiMed Advisors LLC (" OrbiMed Advisors ") and OrbiMed Capital GP VI LLC (" OrbiMed GP ") (collectively, the " Reporting Persons "). (b) — (c), (f) OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is managing member or general partner of certain entities as more particularly described in Item 6 below. OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. OrbiMed GP, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below. OrbiMed GP has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. The directors and executive officers of OrbiMed Advisors and OrbiMed GP are set forth on Schedules I and II, respectively, attached hereto. Schedules I and II set forth the following information with respect to each such person: (i) name; (ii) business address; (iii) present principal occupation of employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship. (d) — (e) During the last five years, neither the Reporting Persons nor any Person named in Schedules I and II has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration Not applicable.

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions. Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer's capitalization or dividend policy of the Issuer, (f) any other material chang

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) — (b) The following disclosure is based upon 27,903,027 outstanding Shares of the Issuer, as set forth in the Issuer's Quarterly Report on Form 10-Q for the quarter ending September 30, 2023, filed with the SEC on November 2, 2023. As of the date of this filing, OrbiMed Private Investments VI, LP (" OPI VI "), a limited partnership organized under the laws of Delaware, holds 1,268,013 Shares constituting approximately 4.5% of the issued and outstanding Shares. OrbiMed GP is the general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI, and OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. As a result, OrbiMed Advisors and OrbiMed GP share power to direct the vote and disposition of the Shares held by OPI VI and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI VI. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI VI. In addition, Orbimed Advisors and Orbimed GP, pursuant to their authority under the limited partnership agreements of OPI VI, caused OPI VI to enter into the agreements referred to in Item 6 below. (c) Seller Date of Transaction Transaction Number of Shares Price Per Share OPI VI March 6, 2024 Sold 1,300,000 $1.58 Except as reported above, the Reporting Persons have not effected any transactions during the past sixty (60) days in any Shares. (d) Not applicable. (e) As of March 6, 2024, the Reporting Persons are believed to have ceased to be the beneficial owners of more than five percent of the outstanding Shares.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed GP is the general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI. Pursuant to this agreement and relationship, OrbiMed GP has discretionary investment management authority with respect to the assets of OPI VI. Such authority includes the power to vote and otherwise dispose of securities held by OPI VI. The number of outstanding Shares of the Issuer attributable to OPI VI is 1,268,013. OrbiMed GP, pursuant to its authority under the limited partnership agreement of OPI VI, may be considered to hold indirectly 1,268,013 Shares. OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. Pursuant to these agreements and relationships, OrbiMed Advisors and OrbiMed GP have discretionary investment management authority with respect to the assets of OPI VI. Such authority includes the power of OrbiMed GP to vote and otherwise dispose of securities held by OPI VI. The number of outstanding Shares attributable to OPI VI is 1,268,013 Shares. OrbiMed Advisors, pursuant to its authority under the terms of the limited liability company agreement of OrbiMed GP, may also be considered to hold indirectly 1,268,013 Shares. Investor Rights Agreement OPI VI and certain other stockholders of the Issuer are party to an Amended and Restated Investor Rights Agreement with the Issuer (the " Investor Rights Agreement "), a summary of which is set forth at Item 6 of the Statement. Other than as described in this Amendment No. 2, to the best of the Reporting Persons' knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit Description 1. Joint Filing Agreement among OrbiMed Advisors LLC and OrbiMed Capital GP VI LLC. 2. Amended and Restated Investors' Rights Agreement, dated as of November 5, 2018, by and among the Issuer and each of the persons party thereto (incorporated by reference to Exhibit 4.1 to the Issuer's Registration Statement on Form S-1 (SEC 333-230837) filed with the SEC on April 12, 2018). Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 8, 2024 ORBIMED ADVISORS LLC By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member of OrbiMed Advisors LLC ORBIMED CAPITAL GP VI LLC By: ORBIMED ADVISORS LLC, its managing member By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member of OrbiMed Advisors LLC SCHEDULE I The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022. Name Position with Reporting Person Principal Occupation Carl L. Gordon Member Member OrbiMed Advisors LLC Sven H. Borho German and Swedish Citizen Member Member OrbiMed Advisors LLC W. Carter Neild Member Member OrbiMed Advisors LLC Geoffrey C. Hsu Member Member OrbiMed Advisors LLC C. Scotland Stevens Member Member OrbiMed Advisors LLC David P. Bonita Member Member OrbiMed Advisors LLC Peter A. Thompson Member Member OrbiMed Advisors LLC Matthew S. Rizzo Member Member OrbiMed Advisors LLC Trey Block Chief Financial Officer Chief Financial Officer OrbiMed Advisors LLC SCHEDULE II The business and operations of OrbiMed Capital GP VI LLC are managed by the executive officers and directors of its managing member

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View this SC 13D/A filing on SEC EDGAR