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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2025


☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to .

Commission File Number: 001-38905

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
(Address of principal executive offices)	(Zip Code)

(240) 399-4900

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered:
Common Stock, $0.001 par value per share	NXTC	Nasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 31, 2025, the registrant had 2,679,822 shares of common stock, par value $0.001 per share, issued and outstanding.

Table of Contents

NextCure, Inc.

Form 10-Q

For the Quarter Ended September 30, 2025

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	1
	Unaudited Condensed Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2025 and 2024	2
	Unaudited Condensed Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024	3
	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4.	Controls and Procedures	24
Part II. OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
SIGNATURES		28

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NEXTCURE, INC.

CONDENSED BALANCE SHEETS

( in thousands, except share and per share amounts)


	September 30, 2025		December 31,
	(unaudited)		2024
Assets
Current assets:
Cash and cash equivalents	$	7,324	$	27,727
Marketable securities		21,786		40,894
Prepaid expenses and other current assets		3,530		3,186
Total current assets		32,640		71,807
Property and equipment, net		3,638		5,458
Right of use assets		2,785		3,263
Other assets		550		332
Total assets	$	39,613	$	80,860
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	2,391	$	5,353
Accrued liabilities and other liabilities		8,604		4,221
Total current liabilities		10,995		9,574
Lease liabilities, long term		4,411		5,153
Other long-term liabilities		561		661
Total liabilities		15,967		15,388
Stockholders’ equity:
Preferred stock, par value of $0.001 per share; 10,000,000 shares authorized at September 30, 2025 and December 31, 2024; No shares issued and outstanding at September 30, 2025 and December 31, 2024		—		—
Common stock, par value of $0.001 per share; 100,000,000 shares authorized at September 30, 2025 and December 31, 2024; 2,676,110 and 2,333,896 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		3		2
Additional paid-in capital		450,170		445,602
Accumulated other comprehensive (loss) income		17		4
Accumulated deficit		(426,544)		(380,136)
Total stockholders’ equity		23,646		65,472
Total liabilities and stockholders’ equity	$	39,613	$	80,860

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

NEXTCURE, INC.

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited, in thousands, except share and per share amounts)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Operating expenses:
Research and development	$	6,136	$	8,770	$	38,123	$	32,586
General and administrative		2,809		3,725		9,736		12,165
Restructuring and asset impairment charges		—		—		—		2,542
Total operating expenses		8,945		12,495		47,859		47,293
Loss from operations		(8,945)		(12,495)		(47,859)		(47,293)
Other income, net		321		955		1,451		3,242
Net loss	$	(8,624)	$	(11,540)	$	(46,408)	$	(44,051)
Net loss per common share - basic and diluted	$	(3.22)	$	(4.95)	$	(18.84)	$	(18.91)
Weighted-average shares outstanding - basic and diluted		2,676,116		2,331,320		2,462,821		2,329,219
Comprehensive loss:
Net loss	$	(8,624)	$	(11,540)	$	(46,408)	$	(44,051)
Unrealized gain on marketable securities		24		162		13		298
Total comprehensive loss	$	(8,600)	$	(11,378)	$	(46,395)	$	(43,753)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

NEXTCURE, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited, in thousands, except share data)


	Nine Months Ended September 30, 2025

	Stockholders’ Equity
				Additional		Accumulated Other
	Common Stock			Paid-in		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		(Loss) Income		Deficit		Equity
Balance as of December 31, 2024	2,333,896	$	2	$	445,602	$	4	$	(380,136)	$	65,472
Stock-based compensation	—		—		1,363		—		—		1,363
Unrealized loss on marketable securities, net of tax	—		—		—		(4)		—		(4)
Net loss	—		—		—		—		(10,976)		(10,976)
Balance as of March 31, 2025	2,333,896	$	2	$	446,965	$	—	$	(391,112)	$	55,855
Stock-based compensation	—		—		587		—		—		587
Issuance of shares under ESPP	3,620		—		19		—		—		19
Unrealized loss on marketable securities, net of tax $0	—		—		—		(7)		—		(7)
Net loss	—		—		—		—		(26,808)		(26,808)
Balance as of June 30, 2025	2,337,516	$	2	$	447,571	$	(7)	$	(417,920)	$	29,646
Stock-based compensation	—		—		600		—		—		600
Reclass of mezzanine equity	338,636		1		1,999		—		—		2,000
Unrealized gain on marketable securities, net of tax $0	—		—		—		24		—		24
Reverse Split (1 for 12) adjustment	(42)		—		—		—		—		—
Net loss	—		—		—		—		(8,624)		(8,624)
Balance as of September 30, 2025	2,676,110	$	3	$	450,170	$	17	$	(426,544)	$	23,646


	Nine Months Ended September 30, 2024

	Stockholders’ Equity
				Additional		Accumulated Other
	Common Stock			Paid-in		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		(Loss) Income		Deficit		Equity
Balance as of December 31, 2023	2,325,252	$	2	$	439,123	$	(222)	$	(324,482)	$	114,421
Stock-based compensation	—		—		1,693		—		—		1,693
Exercise of stock options	50		—		1		—		—		1
Unrealized gain on marketable securities, net of tax	—		—		—		40		—		40
Net loss	—		—		—		—		(17,107)		(17,107)
Balance as of March 31, 2024	2,325,302	$	2	$	440,817	$	(182)	$	(341,589)	$	99,048
Stock-based compensation	—		—		1,594		—		—		1,594
Exercise of stock options	1,165		—		22		—		—		22
Issuance of shares under ESPP	3,423		—		46		—		—		46
Issuance of shares from at-the-market sales, net of expenses	1,429		—		39		—		—		39
Unrealized gain on marketable securities, net of tax $0	—		—		—		96		—		96
Net loss	—		—		—		—		(15,404)		(15,404)
Balance as of June 30, 2024	2,331,319	$	2	$	442,518	$	(86)	$	(356,993)	$	85,441
Stock-based compensation	—		—		1,529		—		—		1,529
Unrealized gain on marketable securities, net of tax $0	—		—		—		162		—		162
Net loss	—		—		—		—		(11,540)		(11,540)
Balance as of September 30, 2024	2,331,319	$	2	$	444,047	$	76	$	(368,533)	$	75,592

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

NEXTCURE, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)


	Nine Months Ended
	September 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	(46,408)	$	(44,051)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,820		2,191
Amortization of premiums and discounts on marketable securities		(432)		(947)
Stock-based compensation		2,551		4,816
Asset impairment		—		1,786
Noncash operating lease expense		436		422
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(521)		811
Accounts payable		(2,962)		1,283
Accrued liabilities and other liabilities		4,383		506
Lease liabilities		(742)		(561)
Other long-term liabilities		(100)		(92)
Net cash used in operating activities		(41,975)		(33,836)
Cash flows from investing activities:
Sales and maturities of marketable securities		46,258		88,965
Purchases of marketable securities		(26,705)		(40,109)
Purchases of property and equipment		—		(508)
Net cash provided by investing activities		19,553		48,348
Cash flows from financing activities:
Proceeds from issuance of common stock		2,000		—
Net proceeds from at-the-market sales		—		39
Proceeds from exercise of stock options		—		22
Proceeds from shares issued under ESPP		19		46
Net cash provided by financing activities		2,019		107
Net increase (decrease) in cash and cash equivalents		(20,403)		14,619
Cash and cash equivalents – beginning of period		27,727		13,082
Cash and cash equivalents – end of period	$	7,324	$	27,701
Supplemental disclosures of cash flow information:
Cash paid for interest	$	47	$	55

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

1. Nature of the Business

Organization

NextCure, Inc. (“NextCure” the “Company,” “we,” “us,” or “our”) was incorporated in Delaware in September 2015 and is headquartered in Beltsville, Maryland. The Company is a clinical-stage biopharmaceutical company that is focused on advancing innovative medicines that treat cancer patients that do not respond to, or that have disease progression on, current therapies, through the use of targeted therapies including antibody-drug conjugates. The Company focuses on advancing therapies that leverage our core strengths in understanding biological pathways and biomarkers, the interactions of cells, including in the tumor microenvironment, and the role each interaction plays in a biologic response. Since inception, the Company has devoted substantially all of its efforts and financial resources to discovery, research and development activities for the Company’s product candidates, identifying business development opportunities, raising capital and securing intellectual property rights related to the Company’s product candidates.

Reverse Stock Split

On July 14, 2025, the Company effectuated a one-for-twelve (1:12) reverse stock split of its outstanding shares of common stock (the “Reverse Stock Split”). In connection with the Reverse Stock Split, every twelve shares of the Company’s common stock issued and outstanding as of July 14, 2025 were automatically converted into one share of the Company’s common stock. No fractional shares were issued in connection with the Reverse Stock Split. The Company’s stockholders received the cash value equal to the fraction to which the stockholder would otherwise be entitled, multiplied by the closing price of the common stock, as reported by The Nasdaq Stock Market, LLC (“Nasdaq”), on the last trading day prior to the effective date of the Reverse Stock Split. All share and per share data for all periods presented in the accompanying financial statements and the related disclosures in this Quarterly Report on Form 10-Q have been adjusted retrospectively to reflect the Reverse Stock Split. The number of authorized shares of common stock and the par value per share remains unchanged.

Liquidity

The Company has not generated any revenue to date from product sales and does not expect to generate any revenues from product sales in the foreseeable future. Through September 30, 2025, the Company has funded its operations primarily with proceeds from public offerings of its common stock, private placements of its preferred stock and upfront fees received under the Company’s former agreement with Eli Lilly and Company, which was terminated in March 2020. The Company expects to incur additional operating losses and negative operating cash flows for the foreseeable future.

As of September 30, 2025, the Company had cash, cash equivalents and marketable securities of $29.1 million. The Company's expectation to incur additional operating losses and negative operating cash flows in the future and the need for additional funding to support its planned operations raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year after the date that these unaudited financial statements are issued. See Note 2, Summary of Significant Accounting Policies for a futher assessment of liquidity.

2. Summary of Significant Accounting Policies

There have been no material changes to the significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”).

Basis of Presentation

The unaudited condensed financial statements include the accounts of the Company and have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto in the Annual Report.

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Unaudited Financial Information

In the opinion of management, the information furnished reflects certain adjustments, all which are of a normal and recurring nature and are necessary for a fair presentation of the Company’s financial position as of the reported balance sheet date and of the Company’s results for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period.

Liquidity and Going Concern

The Company has incurred net losses and negative cash flows from operations since its inception, has an accumulated deficit of $426.5 million as of September 30, 2025 and anticipates continuing to incur net losses for the foreseeable future. Under the Company's current plan, management believes its cash and cash equivalents and marketable securities of $29.1 million as of September 30, 2025 will not be sufficient to fund the Company's operations for a period of one year after the issuance of these unaudited financial statements.

As a result, the Company will be required to raise additional capital by partnering, selling equity, or other means and has implemented cost-reduction measures. There can be no assurance as to whether partnering efforts will be successful or whether additional financing will be available on terms acceptable to the Company, if at all. If sufficient funds on acceptable terms are not available when needed, it would have a negative impact on the Company’s financial condition and could force the Company to delay, limit, reduce, or terminate product development or future commercialization efforts or grant rights to develop and market product candidates that the Company would otherwise plan to develop and market itself.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments relating to the recoverability and reclassifications of assets and liabilities that might be necessary if the Company is unable to continue as a going concern.

The Company intends to raise additional capital to continue the advancement of its programs. In the near term, the Company's primary uses of cash will be to fund the completion of key milestones for clinical programs and to fund its operations, including research and development activities and employee salaries. This includes significant costs relating to clinical trials of the Company's product candidates. The Company's planned uses of cash in the long term will be similar as the Company advances its research and development activities and pays employee salaries. Most pharmaceutical products require larger clinical trials as development progresses, and the Company expects its funding requirements to grow with the advancement of its programs. The Company's long-term funding requirements will depend on many factors, which are uncertain but include its portfolio prioritization decisions and the success of its collaborations. In turn, the Company's ability to raise additional capital through equity or partnering, or other avenues, will depend on the general economic environment in which it operates and its ability to achieve key milestones.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of assets and liabilities as of the date of the condensed financial statements, and the reported amounts of revenues and expenses during the reporting periods. Although actual results could differ from those estimates, management does not believe that such differences would be material.

Recently Issued Accounting Pronouncements

The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). All other ASUs issued subsequent to the filing of the Company’s

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Annual Report were assessed and determined to be either inapplicable or not expected to have a material impact on the Company’s financial position or results of operations.

3. Marketable Securities

Marketable securities consist of the following:


	September 30, 2025
			Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated
(in thousands)	Cost		Gain		Loss		Fair Value
Corporate bonds	$	21,769	$	19	$	(2)	$	21,786
Total	$	21,769	$	19	$	(2)	$	21,786


	December 31, 2024
			Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated
(in thousands)	Cost		Gain		Loss		Fair Value
Corporate bonds	$	32,515	$	22	$	(20)	$	32,517
U.S. Treasury and Government agencies		8,375		2		—		8,377
Total	$	40,890	$	24	$	(20)	$	40,894

The Company uses the specific identification method when calculating realized gains and losses. The Company did not realize any gains or losses on available-for-sale securities for the three and nine months ended September 30, 2025 and 2024.

The Company reviewed all investments which were in a loss position at the respective balance sheet dates, as well as the remainder of the portfolio. As of September 30, 2025, the Company had investments with a total fair market value of $5.3 million in an immaterial unrealized loss position, of which none were in a continuous unrealized loss position for more than twelve months. The Company analyzed the unrealized losses and determined that market conditions were the primary factor driving these changes, and such unrealized losses are temporary as the Company anticipates a full recovery of the amortized cost basis of these securities at maturity. After analyzing the securities in an unrealized loss position, the portion of these losses that relates to changes in credit quality is insignificant. The Company does not intend to sell these securities, nor is it more likely than not that the Company will be required to sell them prior to the end of their contractual terms. Furthermore, the Company does not believe that these securities expose the Company to undue market risk or counterparty credit risk.

The following table summarizes maturities of the Company’s investments available-for-sale as of September 30, 2025:


	September 30, 2025
			Fair
(in thousands)	Cost		Value
Maturities:
Within 1 year	$	19,464	$	19,476
Over 1 year		2,305		2,310
Total investments available-for-sale	$	21,769	$	21,786

The Company has elected to report interest receivable from its marketable securities with prepaid expenses and other current assets on its balance sheet. Interest receivable included in prepaid expenses and other current assets totaled $0.3 million and $0.3 million as of September 30, 2025 and December 31, 2024, respectively.

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4. Fair Value Measurements

The Company has certain financial assets recorded at fair value, which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements.

Level 1—Quoted market prices in active markets for identical assets or liabilities.

Level 2—Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted market prices, interest rates and yield curves.

Level 3—Unobservable inputs developed using estimates of assumptions developed by the Company, which reflect those that a market participant would use.

To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The following tables set forth the fair value of the Company’s financial assets by level within the fair value hierarchy as of September 30, 2025 and December 31, 2024:


	September 30, 2025
					Significant
			Quoted Prices in		Other
			Active Markets or		Observable		Significant
			Identical Assets		Inputs		Unobservable
(in thousands)	Total		(Level 1)		(Level 2)		(Level 3)
Cash equivalents:
Money market funds	$	6,824	$	6,824	$	—	$	—
Marketable securities:
Corporate bonds		21,786		—		21,786		—
Total	$	28,610	$	6,824	$	21,786	$	—


	December 31, 2024
					Significant
			Quoted Prices in		Other
			Active Markets or		Observable		Significant
			Identical Assets		Inputs		Unobservable
(in thousands)	Total		(Level 1)		(Level 2)		(Level 3)
Cash equivalents:
Money market funds	$	27,057	$	27,057	$	—	$	—
Marketable securities:
Corporate bonds		32,517		—		32,517		—
U.S. Treasury and Government agencies		8,377		—		8,377		—
Total	$	67,951	$	27,057	$	40,894	$	—

The Company did not transfer any assets measured at fair value on a recurring basis between levels during the nine months ended September 30, 2025.

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5. Leases

The Company's lease portfolio consists of office space and laboratory facilities. All of the Company's leases are classified as operating leases. The terms of the Company's lease agreements currently extend through March 2030 and provide the Company with an option for a five-year extension. Under the terms of the leases, the Company pays base annual rent subject to fixed dollar increases each year and other normal operating expenses such as taxes, repairs, and maintenance. The Company evaluates renewal options at lease inception and on an ongoing basis and considers renewal options that the Company is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities in accordance with Accounting Standards Codification (“ASC”) 842. The leases do not require variable lease payments or residual value guarantees and do not contain restrictive covenants.

The leases do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease.

Operating lease expense was $251,000 and $253,000 for the three months ended September 30, 2025 and September 30, 2024, respectively. Operating lease expense was $755,000 and $779,000 for the nine months ended September 30, 2025 and September 30, 2024, respectively. Operating cash flows used for operating leases during the nine months ended September 30, 2025 and September 30, 2024 were $880,000 and $843,000, respectively. As of September 30, 2025, the weighted-average remaining lease term was 4.5 years, and the weighted average discount rate was 7.46%.

As of September 30, 2025, the maturities of the Company’s operating lease liabilities were as follows (in thousands), which are included in Accrued liabilities and other liabilities and Lease liabilities, long term in the accompanying balance sheet:




2025	$	334
2026		1,355
2027		1,396
2028		1,438
2029		1,481
Thereafter		376
Total future minimum payments	$	6,380
Less: present value discount		(992)
Present value of lease liabilities	$	5,388

6. Stock-Based Compensation

Employee Equity Plans

The NextCure, Inc. 2015 Omnibus Incentive Plan (the “2015 Plan”) was adopted in December 2015 and provides for the grant of awards of stock options, restricted stock awards, unrestricted stock awards and restricted stock units to employees, consultants, and directors of the Company.

The NextCure, Inc. 2019 Omnibus Incentive Plan (the “2019 Plan”) became effective on May 8, 2019, the date on which the Company’s Registration Statement on Form S-1 filed in connection with the Company’s initial public offering was declared effective (the “Effective Date”). The Company’s board of directors (the “Board”) determined not to make additional awards under the 2015 Plan following the effectiveness of the 2019 Plan. The 2019 Plan provides for the grant of awards of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units,

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unrestricted stock, dividend equivalent rights, other equity-based awards and cash bonus awards to the Company’s officers, employees and non-employee directors as well as other key persons (including consultants).

The number of shares of common stock reserved for issuance under the 2019 Plan is 241,666 plus the number of shares of stock related to awards outstanding under the 2015 Plan that subsequently terminate by expiration or forfeiture, cancellation or otherwise without the issuance of such shares. The number of shares reserved for issuance under the 2019 Plan automatically increase each January 1st during the term of the 2019 Plan by 4% of the number of shares of the Company’s common stock outstanding on December 31st of the preceding calendar year or such lesser number of shares determined by the Board.

As of September 30, 2025, 86,444 shares were reserved for future grant under the 2019 Plan.

Stock options granted under the 2015 Plan and 2019 Plan (together, the “Plans”) to employees generally vest over four years and expire after ten years.

A summary of stock option activity for awards under the Plans is presented below:


	Options Outstanding and Exercisable
				Weighted
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
	Number of	Exercise		Contractual	Value⁽¹⁾
	Shares	Price		Life (Years)	(in thousands)
Outstanding as of December 31, 2024	737,895	$	83.84	7.1	$	22
Granted	120,198	$	9.32	—		—
Exercised	—	$	—	—		—
Forfeitures	(7,756)	$	27.07	—		—
Outstanding as of September 30, 2025	850,337	$	73.82	6.7		—
Exercisable as of September 30, 2025	618,662	$	96.11	6.0	$	3

(1)	The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money at December 31, 2024 and September 30, 2025.

The weighted average grant date fair value of stock options granted to employees for the nine months ended September 30, 2025 was $7.16 using the Black-Scholes option pricing model. No stock options were exercised during the nine months ended September 30, 2025. As of September 30, 2025, there was $2.1 million of total unrecognized compensation expense related to unvested options under the Plans that will be recognized over a weighted-average period of approximately 2.1 years.

The aggregate grant date fair value of stock options vested during the nine months ended September 30, 2025 and 2024 was approximately $4.1 million and $4.0 million, respectively.

Stock-based compensation expense was classified on the statements of operations as follows for the three months ended September 30, 2025 and 2024:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2025		2024		2025		2024
Research and development	$	322	$	689	$	1,187	$	2,072
General and administrative		278		840		1,364		2,744
Total stock-based compensation expense	$	600	$	1,529	$	2,551	$	4,816

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The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model using the assumptions in the following table for options issued during the period indicated:


	Nine Months Ended
	September 30,
	2025		2024
Expected term	6.0	years	5.8	years
Expected volatility	90.5	%	83.3	%
Risk free interest rate	4.4	%	4.1	%
Expected dividend yield	—	%	—	%

Employee Stock Purchase Plan

The NextCure, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”) was approved in May 2019 and provides for eligible employees of the Company to purchase shares of Company stock at a discounted price. As of September 30, 2025, 23,767 shares of common stock had been issued pursuant to the ESPP and 88,714 shares were reserved for future issuance thereunder.

7. Mezzanine Equity

On June 13, 2025, the Company entered into a License Agreement (the “License Agreement”) with Hainan Simcere Zaiming Pharmaceutical Co., Ltd. (“Zaiming”), a biopharmaceutical company based in China (see Note 8, License Agreement). In connection with the License Agreement, the Company also entered into a Subscription Agreement (the “Subscription Agreement”) pursuant to which the Company issued and sold to Simcere Zaiming, Inc. (“Simcere Zaiming”), a Delaware corporation and an affiliate of Zaiming, in a private placement, an aggregate of 338,636 shares (the “Shares”) of the common stock of the Company, par value $0.001 per share, at a price of approximately $5.904 per Share for an aggregate purchase price of $2.0 million. Additionally, the Company entered into a Registration Rights Agreement with Simcere Zaiming on June 13, 2025, pursuant to which the Company was obligated to prepare and file with the SEC a registration statement (the “Registration Statement”) to register for resale the Shares, and (ii) to use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as soon as practicable, in each case subject to certain deadlines. Should the Company not complete the registration with the SEC within nine months of June 13, 2025, Simcere Zaiming had the right to terminate the Subscription Agreement and would have been entitled to demand that the Company repurchase such Shares at a repurchase price equal to the purchase price that Simcere Zaiming paid for the Shares.

Under ASC 480, Distinguishing Liabilities from Equity, contingently redeemable equity securities, including those that are redeemable upon an event outside the control of the Company, are prohibited from being classified as part of stockholders’ equity. Simcere Zaiming had the right to demand that the company repurchase the Shares if the Shares were not registered with the SEC, and SEC approval was outside the control of the Company as of the quarter ended June 30, 2025. Therefore, the issued shares were classified as mezzanine equity as of June 30, 2025.

On July 18, 2025, the Company filed a registration statement with the SEC to register the shares. On July 29, 2025, the SEC delared the shares to be effectively registered. Thus, the shares were reclassified from mezzanine equity to permanent equity on that date.

8. License Agreement

Pursuant to the License Agreement, the Company obtained (1) an exclusive, worldwide (excluding the Zaiming Territory, as identified below) license to develop, manufacture, and commercialize Zaiming’s clinical-stage antibody drug conjugate (“ADC”) candidate, SIM0505 (also known as SCR-9359), and related compounds (the “Zaiming Products”), and (2) a non-exclusive, worldwide (excluding the Zaiming Territory) license to use Zaiming’s ADC platform technology to develop ADCs based on the Company’s proprietary antibodies for an additional novel target (the “NextCure Products”). Zaiming retained exclusive rights to develop and commercialize the Zaiming Products and any NextCure Products in mainland China, Hong Kong, Macau, and Taiwan (the “Zaiming Territory”).

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Under the License Agreement: (i) the Company agreed to pay $17 million to Zaiming, which includes an upfront cash payment of $12 million and an additional $5 million that becomes payable upon the earlier of a qualifying financing event or December 31, 2025; (ii) upon initiation of the first Phase 1 clinical trial for SIM0505, the Company agreed to pay Zaiming $1.5 million; (iii) upon initiation of the first Phase 2 clinical trial for SIM0505, the Company will issue to Zaiming $1 million in its common stock, or under certain conditions, pay an equivalent cash amount in lieu of common stock; (iv) the Company will pay Zaiming development and regulatory milestone payments of up to $166.5 million per Zaiming Product and up to $25.5 million per NextCure Product, and commercial sales-based milestone payments of up to $535 million; and (v) the Company will pay tiered royalties on annual net sales of licensed products, at rates ranging from mid-single digit to low double digit percentages for Zaiming Products; and low to mid-single digit percentages for NextCure Products, in all cases, subject to standard reductions.

The rights acquired under the License agreement are considered in-process research and development (IPRD) under ASC 730, Research and Development. Specifically, ASC 730-10-25-(c) states intangible assets used in research and development activities acquired in an asset acquisition should be expensed at the acquisition date if there is no alternative future use in other research and development projects. Since the acquired asset is the right to a specific compound, the Company does not believe there is an alternative future use and expensed both the upfront $12 million payment and the additional $5 million payment that is due no later than December 31, 2025. This $17 million is included in research and development costs in the condensed statement of operations. None of the milestone payments are considered probable and reasonably estimated as of September 30, 2025, so they were not accrued. In October 2025, the Company achieved the first Phase 1 development milestone triggering an obligation of $1.5 million to Zaiming.

9. Collaboration Agreement

Collaboration Agreement with LigaChem Biosciences, Inc. (“LigaChem”), formerly known as LegoChem Biosciences

In November 2022, the Company entered into a Research Collaboration and Co-Development Agreement (“Agreement”) with LigaChem to develop up to three antibody drug conjugates. Under the terms of the Agreement, both parties equally share the costs of developing the molecules and profits on commercialized products. The collaboration consists of up to three research programs for which a research plan will be developed. With respect to a research plan, each party must use reasonable efforts to execute and perform the activities assigned to it. Each party is solely responsible for costs associated with its assigned activities as outlined in the research plan. Upon successful completion of a research plan, or as otherwise agreed, the parties may designate a research product as a co-development product. Upon designation of a co-development product, cost sharing on a 50-50 basis between the Company and LigaChem would begin. The activities associated with the research plan and any co-development products are to be coordinated by a joint steering committee, which is comprised of an equal number of representatives from the Company and LigaChem. If and when a co-development product becomes commercialized, the Company and LigaChem would equally share in the profits. There are no implied licenses or other rights created under this Agreement after designation of a co-development product.

Effective April 1, 2023, the parties designated the initial co-development product under the Agreement. As such, cost sharing on a 50-50 basis commenced for the first co-development product under the Agreement.

Given the involvement by both parties under this Agreement, management assessed the criteria under ASC 808 to determine if the Agreement is within the scope of ASC 808. Based on the terms of the Agreement, the Company concluded that the Agreement meets the requirements of a collaboration within the guidance of ASC 808. The Company and LigaChem are active participants in the activities associated with the Agreement and are exposed to significant risks and rewards dependent on the commercial success of the activity encompassed thereby. The Agreement is not reflective of a vendor-customer relationship and therefore not within the scope of ASC 606. Accordingly, the net costs associated with the co-development pursuant to the Agreement are expensed as incurred and recognized within research and development expenses on the statement of operations.

As of September 30, 2025, LNCB74 was the only co-development product and was in the early stages of development. During the three months ended September 30, 2025, the Company incurred more costs than LigaChem under the Agreement, and was entitled to $1.1 million in reimbursement from LigaChem, reflecting the 50-50 cost sharing

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terms under the Agreement. As of September 30, 2025, the Company recorded a receivable from LigaChem of $1.1 million.

10. Restructuring and Asset Impairment

On March 19, 2024, the Board approved a restructuring plan and prioritization (the “2024 Restructuring”) of its clinical portfolio to focus on what the Board believed to be the Company’s highest-value opportunities in NC410 (ovarian and colorectal cancer) and LNCB74 (B7-H4 ADC). In addition to prioritizing these programs, the Company paused its internal manufacturing operations and reduced its workforce by approximately 37%.

Employees affected by the reduction in force under the 2024 Restructuring were entitled to receive severance payments and Company-funded medical insurance for a specified time. During the three months ended September 30, 2024, the Company recognized $0.8 million for employees who had no requirements for future service upon approval of the 2024 Restructuring. This $0.8 million was paid out in full during the three months ended September 30, 2024, and there is no remaining liability as of September 30, 2025.

The Company also completed an evaluation of the impact of the 2024 Restructuring on the carrying value of its long-lived assets. Our evaluation determined that indicators of impairment were present within right of use assets and property and equipment. Where impairment indicators existed, the Company evaluated the identified asset group and separately compared the estimated undiscounted cash flow for each asset group to the net book value of the related long-term asset. Based on this evaluation, the Company determined an impairment was present and then calculated the amount of the impairment by developing a fair value estimate of the asset group that was compared to the carrying value.

The Company recorded $1.8 million of impairment charges related to a facility operating lease asset and accelerated depreciation on manufacturing equipment for the three months ended September 30, 2024. No additional impairment charges were recorded through September 30, 2025.

Assumptions used in this analysis included current real estate trends, length of time to enter into a sublease and the discount rate used to develop the present value estimate. Other assumptions included an estimate of the salvage value for manufacturing equipment that is no longer in use. These assumptions are considered nonrecurring Level 3 estimates.

11. Segment Information

We operate our business in one operating segment, which also represents one reportable segment: life sciences. The life sciences segment focuses on advancing innovative medicines that, in the case of the Company, treat cancer patients that do not respond to, or that have disease progression on, current therapies, through the use of differentiated mechanisms of action including ADCs. The Company’s chief operating decision maker (“CODM”) is the chief executive officer.

The accounting policies of the life sciences segment are the same as those described in Note 2, Summary of Significant Accounting Policies. The CODM assesses performance for the life science segment based on net loss, which is reported on the statements of operations and comprehensive net loss as net loss. The measure of segment assets is reported on the balance sheet as total assets.

To date, the Company has not generated any product revenue. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as it advances product candidates through all stages of development and clinical trials and, ultimately, seek regulatory approval.

As such, the CODM uses cash forecast models in deciding how to invest into the life sciences segment. Such cash forecast models are reviewed to assess the entity-wide operating results and performance. Net loss is used to monitor budget versus actual results. Monitoring budgeted versus actual results is used in assessing performance of the segment and in establishing management’s compensation, along with cash forecast models.

The tables below summarize the significant expense categories regularly reviewed by the CODM for the three and nine months ended September 30, 2025 and 2024:

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	Three Months Ended				Nine Months Ended
(in thousands)	September 30,				September 30,
	2025		2024		2025			2024
Research and development expenses
Employee costs	$	2,013	$	2,792	$	7,284	$	10,549
Clinical product candidates		2,357		3,852		7,961		14,797
Nonclinical product candidates		667		776		2,313		3,148
Depreciation and amortization		521		683		1,775		2,136
Other R&D (1)		578		667		18,790		1,956
Total R&D	$	6,136	$	8,770	$	38,123	$	32,586


General and administrative expenses
Employee costs	$	1,324	$	1,919	$	4,775	$	6,514
Professional services		971		1,177		3,317		3,423
Insurance		220		262		725		1,019
Other G&A (2)		294		367		919		1,209
Total G&A	$	2,809	$	3,725	$	9,736	$	12,165

(1)

Other R&D consists of facilities related expenses and office expenses and includes $17 million related to the license agreement entered into in June 2025 for the nine months ended September 30, 2025 (see Note 8, License Agreement).

(2)

Other G&A consists of facilities related expenses, depreciation, office expenses and taxes and fees.

12. Net Loss Per Share Attributable to Common Stockholders

The computation of basic loss per share is based on the weighted-average number of common shares outstanding, without consideration for dilutive common stock equivalents. The computation of diluted loss per share is based on the weighted-average number of common shares outstanding and dilutive potential common shares, which include shares that may be issued under the 2015 Plan and 2019 Plan, as determined using the treasury stock method.

The computation for basic and diluted loss per share were as follows (in thousands, except share and per share data):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Net loss (Numerator):
Net loss - basic and diluted	$	(8,624)	$	(11,540)	$	(46,408)	$	(44,051)
Shares (Denominator):
Weighted-average shares outstanding - basic and diluted		2,676,116		2,331,320		2,462,821		2,329,219
Loss per share - basic and diluted	$	(3.22)	$	(4.95)	$	(18.84)	$	(18.91)

For the three and nine months ended September 30, 2025 and 2024, all options to purchase shares of the Company’s common stock were excluded from the computation of diluted net loss per share as the effect would have been anti-dilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.

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The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect:


	September 30,
	2025		2024
Outstanding options to purchase common stock		850,337	741,000
Total		850,337	741,000

13. Income Taxes

The Company did not record a provision or benefit for income taxes during the three month periods ended September 30, 2025 and 2024. The Company continues to maintain a full valuation allowance against its deferred tax assets.

The Company has evaluated the positive and negative evidence involving its ability to realize its deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and its lack of any commercially ready products. It has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Management reevaluates the positive and negative evidence at each reporting period.

Under the provisions of Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “IRC”), certain substantial changes in the Company’s ownership may have limited, or may limit in the future, the amount of net operating loss and research and development credit carryforwards that can be used to reduce future income taxes. We have not performed a detailed analysis to determine whether an ownership change under Section 382 of the IRC occurred. The effect of an ownership change would be the imposition of an annual limitation on the use of losses and credits attributable to periods before the change and could result in a reduction in the total losses and credits available.

On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was enacted into law. Given the Company’s history of operating losses and full valuation allowances against its deferred tax assets, the Act is not expected to have a significant impact on the Company’s financial statements.

14. Commitments and Contingencies

Legal Proceedings

From time to time, the Company is a party to litigation or legal proceedings arising in the ordinary course of business. The Company is not currently a party to any litigation or legal proceeding, nor is management aware of any pending or threatened litigation that, in the opinion of the Company’s management, is likely to materially affect the Company’s business or financial results. At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses the costs related to its legal proceedings as incurred.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Quarterly Report and the audited financial information and related notes, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations and other disclosures, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, or our “2024 Annual Report.” Some of the statements contained in this discussion and analysis or set forth elsewhere in this Quarterly Report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “due,” “estimate,” “expect,” “intend,” “may,”

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“objective,” “plan,” “predict,” “project,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or similar language. Forward-looking statements include, but are not limited to, statements about:

●

our expectations regarding the timing, progress and results of preclinical studies and clinical trials for SIM0505, LNCB74 and any other product candidates we develop, including statements regarding the timing of initiation and completion of studies or trials and related preparatory work, the period during which the results of the trials will become available and our research and development programs;

●	our estimates regarding our expenses, future revenues, capital requirements, needs for or ability to obtain additional financing and the period over which we expect our current cash, cash equivalents and marketable securities to be sufficient to fund our operations;

●	the timing or likelihood of regulatory filings for SIM0505, LCNB74 and any other product candidates we develop and our ability to obtain and maintain regulatory approvals for such product candidates for any indication;

●	the identification, analysis and use of biomarkers and biomarker data;

●	our drug product sourcing and manufacturing strategy, including the scalability of our methods and processes;

●	our expectations regarding the potential benefits, activity, effectiveness and safety of SIM0505, LNCB74 and any other product candidates we develop;

●	our intentions and ability to successfully commercialize, including through partnering, our product candidates;

●	our expectations regarding the nature of the biological pathways we are targeting;

●	our expectations regarding our ability to discover and advance product candidates using our technologies;

●	the potential benefits of and our ability to maintain our relationship with LigaChem Biosciences, Inc., (formerly known as LegoChem Bioscienses, Inc. or hereinafter “LigaChem”), Hainan Simcere Zaiming Pharmaceutical, Ltd. (“Zaiming”), Yale University (“Yale”), and other third parties;

●	our ability to retain key personnel;

●	our intended reliance on and the performance of third parties, including collaborators, contract research organizations and third-party manufacturers;

●	changes in trade tariffs and international relations between the U.S. and China;

●	our ability to protect and enforce our intellectual property protection and the scope and duration of such protection;

●	our ability to maintain listing of our common stock on the Nasdaq Global Select Market;

●	developments and projections relating to our competitors and our industry, including competing therapies; and

●	the impact of current and future laws and regulations.

Forward-looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from those projected in any forward-looking statement. Such risks and uncertainties include, among others: the potential that positive results in preclinical studies may not be predictive of the results of clinical trials; our limited operating history and lack of any products approved for commercial sale; our history of significant losses; our need and ability to obtain additional financing on acceptable terms or at all; risks related to clinical development, marketing approval and commercialization; the unproven approach to the discovery and development of product candidates based on our technologies; risks related to our restructuring and reduction in force; and our dependence on key personnel. More detailed information on these and additional factors that could affect our actual results are described under the heading “Risk Factors” in our 2024 Annual Report and in our other filings with the Securities and Exchange Commission (the “SEC”). You should not place undue reliance on any forward-looking statements. Forward-looking statements speak only as of the date of this report, and we assume no obligation to update any forward-looking statements, even if expectations change.

We are a clinical-stage biopharmaceutical company that is focused on advancing innovative medicines that treat cancer patients that do not respond to, or that have disease progression on, current therapies, through the use of targeted therapies, including antibody-drug conjugates (“ADCs”), antibodies and proteins. An ADC consists of a monoclonal antibody conjugated to a cytotoxic drug via a chemical linker. We focus on advancing therapies that leverage our core strengths in understanding biological pathways and biomarkers, the interactions of cells, including in the tumor microenvironment, and the role each interaction plays in a biologic response.

Our product candidate SIM0505 is a novel ADC candidate developed by Zaiming, to which we acquired the global rights (excluding China, Hong Kong, Macau and Taiwan) to develop, manufacture, and commercialize under the

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License Agreement, dated June 13, 2025, between the Company and Zaiming. It is directed to CDH6 (cadherin-6 or K-cadherin), a promising anti-tumor target, using a unique binding epitope designed to have increased tumor binding compared to competing candidates. It also features Zaiming’s proprietary topoisomerase 1 inhibitor (TOPOi) payload, designed for broad anti-tumor activity while offering fast systemic clearance to enlarge the therapeutic window. Preclinical studies have demonstrated robust anti-tumor activity across multiple solid tumor models and a promising safety profile in toxicology models.

Zaiming is currently in Phase 1 dose escalation studies in China with SIM0505 for the treatment of solid tumors, including ovarian, endometrial, non-small cell lung and renal. In December 2024, Zaiming received clearance from the U.S. Food and Drug Administration for its Investigational New Drug (“IND”) for a Phase 1 clinical trial for treating multiple cancers. We received notification by the FDA in June 2025 of the assignment of the IND to NextCure. In October 2025, we announced dosing our first patient and expect to provide proof of concept data readout in the first half of 2026.

Our product candidate LNCB74 is designed as a state-of-the-art B7-H4 targeted ADC to kill tumors. B7-H4, a clinically validated target, is a cell surface protein expressed on multiple tumor types including breast, ovarian, and endometrial cancers. LNCB74 will be positioned with both potential improved safety and efficacy compared to other ADCs targeting B7-H4. Preclinical studies demonstrated potent tumor killing in disease models and a favorable safety profile. LNCB74 is being advanced under a November 2022 Research Collaboration and Co-Development Agreement with LigaChem.

In December 2024, we announced that the FDA accepted an IND application for initiation of a Phase 1 clinical trial to evaluate LNCB74 for treating multiple cancers known to have high B7-H4 expression, including breast, ovarian, and endometrial cancers. In January 2025, the first patient in our Phase 1 trial of LNCB74 was dosed. In November 2025, we announced that the FDA had cleared a protocol amendment giving us the ability to add higher dose escalation cohorts. We plan to provide proof of concept data readout in the first half of 2026.

In addition, we are seeking to partner our other clinical programs NC410 and NC525 and to pursue a partner or third-party financing to advance our preclinical non-oncology programs NC605 and NC181.

In March 2024, we announced a prioritization and restructuring of our operations to align with our focused pipeline (the “2024 Restructuring”) (see Note 10, Restructuring and Asset Impairment). We paused our internal manufacturing operations and reduced our workforce.

Financial Overview

Since commencing operations in 2015, we have devoted substantially all of our efforts and financial resources to organizing and staffing our company, identifying business development opportunities, raising capital, securing intellectual property rights related to our product candidates, building and optimizing our manufacturing capabilities and conducting discovery, research and development activities for our product candidates.

To date, we have not generated any revenue from product sales and have financed our operations primarily through proceeds from public offerings of our common stock, with private placements of our preferred stock and with upfront fees received under our former research and development collaboration agreement. Since inception through September 30, 2025, we raised approximately $425 million in gross proceeds from the sale of equity instruments and had received a $25 million upfront payment from our former collaboration partner. We have never been profitable and have incurred net losses since the commencement of our operations. Our net loss for the three months ended September 30, 2025 and 2024, was $8.6 million and $11.5 million, respectively. Our net loss for the nine months ended September 30, 2025 and 2024, was $46.4 million and $44.1 million, respectively. As of September 30, 2025, we had an accumulated deficit of $426.5 million, primarily as a result of research and development and general and administrative expenses. We do not expect to generate product revenue unless and until we obtain marketing approval for and commercialize a product candidate, and we cannot make assurances that we will ever generate significant revenue or profits.

As of September 30, 2025, we had cash, cash equivalents and marketable securities of $29.1 million. We believe that our existing cash, cash equivalents and marketable securities will not be sufficient to fund our planned operations for

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a period of one year after the issuance of the accompanying unaudited financial statements. Thus, we have concluded that there is substantial doubt about our ability to continue as a going concern.

We expect to incur substantial expenditures in the foreseeable future as we advance SIM0505 and LNCB74 through clinical development, the regulatory approval process and, if approved, commercialization. Specifically, in the near term, we expect to incur expenses relating to clinical development activities with respect to SIM0505 and LNCB74.

We will need substantial additional funding to support our continuing operations and to pursue our development strategy. Until such time as we can generate significant revenue from sales of our product candidates, if ever, we expect to finance our operations through a combination of public and private equity offerings, debt financings, marketing and distribution arrangements, other collaborations, strategic alliances and licensing arrangements. Adequate funding may not be available to us on acceptable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may be required to delay, limit, reduce or terminate preclinical studies, clinical trials, or other research and development activities or one or more of our development programs.

Components of Our Results of Operations

Operating Expenses

Research and Development Expenses

Research and development expenses consist primarily of costs incurred for our clinical trials, discovery efforts, research activities, and development and testing of our product candidates and include:

●

the costs of acquired in-process research and development;

●

expenses incurred under agreements with third parties, including agreements with third parties that conduct research, preclinical activities or clinical trials on our behalf;

●

the costs of outside consultants, including their fees, stock-based compensation and related travel expenses;

●

the costs of laboratory supplies and acquiring, developing and manufacturing preclinical study and clinical trial materials;

●

salaries, benefits and other related costs, including stock-based compensation, for personnel engaged in research and development functions; and

●

facility-related expenses, which include direct depreciation costs and allocated expenses for rent and maintenance of facilities and other operating costs.

We expense research and development costs as incurred. Our expenses related to clinical trials are based on actual costs incurred and estimates of other incurred costs. These estimated costs are based on several factors, including patient enrollment and related expenses at clinical investigator sites, contract services received, consulting agreement costs and efforts expended under contracts with research institutions and third-party contract research organizations that conduct and manage clinical trials on our behalf. We generally accrue estimated costs related to clinical trials based on contracted amounts applied to the level of patient enrollment and other activity according to the protocol. If future timelines or contracts are modified based on changes in the clinical trial protocol or scope of work to be performed, we would modify our estimates of accrued expenses accordingly on a prospective basis. Historically, any such modifications have not been material.

Research and development activities are central to our business model. We expect that our research and development expenses will increase substantially in the future as we advance our product candidates through development.

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We cannot determine with certainty the duration and costs of future clinical trials of SIM0505, LNCB74 or any other product candidate we may develop or if, when or to what extent we will generate revenue from the commercialization and sale of any product candidate for which we may obtain marketing approval. We may never succeed in obtaining marketing approval for any product candidate. The duration, costs and timing of clinical trials and development of SIM0505, LNCB74 and any other product candidate we may develop will depend on a variety of factors, including:

●

the scope, progress, results and costs of clinical trials of SIM0505, LNCB74 as well as of any future clinical trials of other product candidates and other research and development activities that we may conduct;

●

our ability to obtain partnerships for our other programs;

●

uncertainties in selection of indications, clinical trial design and patient enrollment rates;

●

the probability of success for our product candidates, including safety and efficacy, early clinical data, competition, ease and ability of manufacturing and commercial viability;

●

significant and changing government regulation and regulatory guidance;

●

the timing and receipt of any development or marketing approvals; and

●

the expense of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights.

A change in the outcome of any of these variables with respect to the development of a product candidate could lead to a significant change in the costs and timing associated with the development of that product candidate. For example, if the FDA or another regulatory authority were to require us to conduct clinical trials beyond those that we anticipate will be required for the completion of clinical development of a product candidate, or if we experience significant delays in our clinical trials due to patient enrollment or other reasons, we would be required to expend significant additional financial resources and time to complete clinical development for any such product candidate.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel-related costs, including payroll and stock-based compensation, for personnel in executive, finance, human resources, business and corporate development and other administrative functions, professional fees for legal, intellectual property, consulting and accounting services, rent and other facility-related costs, depreciation and other general operating expenses not otherwise classified as research and development expenses. General and administrative expenses also include all patent-related costs incurred in connection with filing and prosecuting patent applications, which are expensed as incurred.

Restructuring and Asset Impairment Charges

Restructuring and asset impairment charges consist of severance charges associated with a reduction in force, and include salary continuation, payroll taxes and company funded benefits. Asset impairment charges reflect the write-down of long-lived assets that are considered impaired under ASC 360.

Other Income, Net

Other income, net consists primarily of interest income earned on marketable securities.

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Results of Operations

Comparison of the Three and Nine Months Ended September 30, 2025 and 2024

The following table summarizes our results of operations for the periods indicated (in thousands):


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025		2024		Change		2025		2024		Change
Operating expenses:
Research and development	$	6,136	$	8,770	$	(2,634)	$	38,123	$	32,586	$	5,537
General and administrative		2,809		3,725		(916)		9,736		12,165		(2,429)
Restructuring and asset impairment charges		—		—		—		—		2,542		(2,542)
Loss from operations		(8,945)		(12,495)		3,550		(47,859)		(47,293)		566
Other income, net		321		955		(634)		1,451		3,242		(1,791)
Net loss	$	(8,624)	$	(11,540)	$	2,916	$	(46,408)	$	(44,051)	$	2,357

Research and Development Expenses

The following table summarizes our research and development expenses by product candidate for the periods indicated (in thousands):


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in thousands)	2025		2024		Change		2025		2024		Change
External research and development expenses:
SIM0505		830		—		830		17,830		—		17,830
LNCB74, net of cost sharing		879		556		323		2,894		3,493		(599)
Other programs and preclinical development		1,393		4,072		(2,679)		6,850		16,518		(9,668)
Total external research and development expenses		3,102		4,628		(1,526)		27,574		20,011		7,563
Total internal research and development expenses		3,034		4,142		(1,108)		10,549		12,575		(2,026)
Total research and development expenses	$	6,136	$	8,770	$	(2,634)	$	38,123	$	32,586	$	5,537

We do not allocate personnel-related costs, including stock-based compensation costs, or other indirect costs to specific programs, as they are deployed across multiple projects under development and discovery and, as such, are separately classified as internal research and development expenses in the table above.

Research and development expenses for the three months ended September 30, 2025 decreased by $2.6 million compared to the three months ended September 30, 2024 due to lower costs on other programs, largely costs for NC410 and NC525 as the Company previously deprioritized these programs and focused on finding a partner to further develop these programs. Internal costs decreased largely due to lower personnel-related costs, primarily stock compensation costs.

Research and development expenses for the nine months ended September 30, 2025 increased by $5.5 million compared to the nine months ended September 30, 2024 due to $17.0 million of fees associated with the License Agreement signed in June 2025. These higher costs were largely offset by lower costs on other programs, largely costs associated with NC410 and NC525 as the Company previously deprioritized these programs and focused on finding a partner to further develop these programs. Internal costs also decreased, largely due to lower personnel-related costs.

General and Administrative Expenses

General and administrative expenses for the three months ended September 30, 2025 decreased by $0.9 million compared to the three months ended September 30, 2024. The decrease was driven primarily by $0.6 million lower personnel-related costs, primarily stock compensation costs.

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General and administrative expenses for the nine months ended September 30, 2025 decreased by $2.4 million compared to the nine months ended September 30, 2024. The decrease was driven primarily by $1.8 million lower personnel-related costs, primarily stock compensation costs and $0.3 million lower insurance costs.

Restructuring and Asset Impairment Charges

There were no restructuring and asset impairment charges for the three and nine months ended September 30, 2025. Restructuring and asset impairment charges were $0 and $2.5 million for the three and nine months ended September 30, 2024, consisting of $0.7 million of severance charges as a result of a reduction in force and $1.8 million of asset impairment charges associated with the write-down of certain manufacturing equipment, right of use assets and related improvements, each in connection with the 2024 Restructuring.

Other Income, Net

Other income, net for the three months ended September 30, 2025 decreased by $0.6 million compared to the three months ended September 30, 2024, due to lower interest income as a result of lower investable cash.

Other income, net for the nine months ended September 30, 2025 decreased by $1.8 million compared to the nine months ended September 30, 2024, due to lower interest income as a result of lower investable cash.

Liquidity and Capital Resources

Since inception through September 30, 2025, we have raised approximately $425 million in gross proceeds from the sale of equity instruments and had received a $25 million upfront payment from our former collaboration partner.

On August 4, 2023, the Company entered into a sales agreement (the “Sales Agreement”) with Leerink Partners LLC (the “Agent”), pursuant to which the Company was entitled to sell, from time to time, up to an aggregate sales price of $75 million of its common stock through the Agent in negotiated transactions that are deemed to be an “at the market offering.” The Agent will be entitled to compensation equal to 3.0% of the gross proceeds from the sale of all shares of common stock sold through it as the Agent under the Sales Agreement. Actual sales depended on a variety of factors determined by the Company from time to time, including, among other things, market conditions, the trading price of the common stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company. No shares of common stock were sold in the three months ended September 30, 2025. The Sales Agreement was terminated by the Company effective as of October 8, 2025.

Under the Company's current plan, management believes its cash and cash equivalents and marketable securities of $29.1 million as of September 30, 2025 will not be sufficient to fund the Company's operations for a period of one year after the issuance of the accompanying unaudited financial statements. Thus, we have concluded that there is substantial doubt about our ability to continue as a going concern. The Company will need to raise additional capital in order to extend its runway and enable it to continue advancing its current clinical programs, SIM0505 and LNCB74, beyond mid-2026. While the Company intends to use any additional funding to continue development of both its lead programs, if the Company does not raise sufficient funds in one or more financings by year-end or obtain other financial support for program development, the Company will need to implement additional cost cutting measures to extend its runway, which may include delaying enrollment in, or pausing, one of its clinical programs and a further reduction in workforce.

See Note 2, Summary of Significant Accounting Policies, to our condensed financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information on our assessment. We will continue to require additional capital to develop our product candidates and fund operations for the foreseeable future. We may seek to raise capital through sale of equity, debt financings, strategic alliances and licensing arrangements. Adequate additional funding may not be available to us on acceptable terms or at all. If we fail to raise capital or enter into such agreements as

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and when needed, we may have to significantly delay, scale back or discontinue the development of our product candidates. Our need to raise additional capital will depend on many factors, including:

●

the scope, progress, results and costs of researching and developing SIM0505, LNCB74 and our other programs, and of conducting preclinical studies and clinical trials;

●

the timing of, and the costs involved in, obtaining marketing approvals for SIM0505, LNCB74 and any future product candidates we develop, if clinical trials are successful;

●

the costs of manufacturing SIM0505, LNCB74 and any future product candidates we develop for preclinical studies and clinical trials in preparation for marketing approval and commercialization;

●

the costs of commercialization activities, including marketing, sales and distribution costs, for SIM0505, LNCB74 and any future product candidates we develop, whether alone or with a collaborator, if any such product candidates are approved for sale, including marketing, sales and distribution costs;

●

our ability to establish and maintain additional collaborations, licenses or other arrangements on favorable terms, if at all;

●

the costs involved in preparing, filing, prosecuting, maintaining, expanding, defending and enforcing patent claims, including litigation costs and the outcome of any such litigation;

●

our current collaboration and license agreements remaining in effect and our achievement of milestones and the timing and amount of milestone payments we are required to make, or that we may be eligible to receive, under those agreements;

●

the timing, receipt and amount of sales of, or royalties on, our future products, if any; and

●

the emergence of competing therapies and other developments in the oncology market.

Adequate additional financing may not be available to us on acceptable terms, or at all. If we raise additional funds by issuing equity securities, our stockholders may experience dilution. Any future debt financing into which we enter may impose upon us additional covenants that restrict our operations, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our common stock, make certain investments and engage in certain merger, consolidation or asset sale transactions. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. If we raise additional funds through government or private grants, collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may be required to relinquish valuable rights to our future revenue streams, product candidates or research programs or to grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds when needed, we may be required to delay, reduce or terminate some or all of our development programs and clinical trials. We may also be required to sell or license to others rights to our product candidates in certain territories or indications that we would prefer to retain for ourselves. See the section entitled “Risk Factors” for additional risks associated with our substantial capital requirements.

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Cash Flows

The following table sets forth the primary sources and uses of cash and cash equivalents for each of the periods presented below (in thousands):


	Nine Months Ended
	September 30,
	2025		2024
Net cash (used in) provided by:
Operating activities	$	(41,975)	$	(33,836)
Investing activities		19,553		48,348
Financing activities		2,019		107
Net increase (decrease) in cash and cash equivalents	$	(20,403)	$	14,619

Net Cash Used in Operating Activities

Net cash used in operating activities was $42.0 million for the nine months ended September 30, 2025, which was primarily the result of our net loss of $46.4 million, partially offset by non-cash charges for depreciation of $1.8 million and stock-based compensation of $2.6 million. Net cash used in operating activities was $33.8 million for the nine months ended September 30, 2024, which was primarily the result of our net loss of $44.1 million, partially offset by non-cash charges for depreciation of $2.2 million, stock-based compensation of $4.8 million and impairment charges of $1.8 million, and $1.9 million provided by net changes in operating assets and liabilities.

Net Cash Provided by Investing Activities

Net cash provided by investing activities for the nine months ended September 30, 2025 was $19.6 million, which was entirely due to net proceeds from sales and maturities of marketable securities. Net cash provided by investing activities for the nine months ended September 30, 2024 was $48.3 million, which was primarily due to net proceeds from sales and maturities of marketable securities of $48.9 million.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $2.0 million for the nine months ended September 30, 2025 representing sales of stock issued in connection with the Subscription Agreement, dated as of June 13, 2025, between the Company and Zaiming (see Note 7, Mezzanine Equity). Net cash provided by financing activities was $0.1 million for the nine months ended September 30, 2024 representing the exercise of stock options, sales of stock under the ESPP and the sale of 17,151 shares of common stock under the Sales Agreement.

Contractual Obligations and Commitments

Operating Leases

We are party to several non-cancelable lease agreements for office and laboratory space that expire in March 2030. The monthly base rent for these leases totals $111,175 as of September 30, 2025 per month plus our prorated share of operating expenses. The monthly base rent is subject to annual 3% increases through the lease term.

We also have potential contingent payment obligations upon the achievement by us of clinical, regulatory, and commercial events, as applicable, or royalty payments that we may be required to make under license agreements we have entered into with various entities pursuant to which we have in-licensed intellectual property, including our license agreement with Yale. The timing and amount (if any) of any such payments cannot be reasonably estimated at this time.

We enter into contracts in the normal course of business with third-party contract organizations for clinical trials, non-clinical studies and testing, manufacturing and other services and products for operating purposes. These contracts generally provide for termination following a certain period after notice, and therefore we believe that our non-cancelable

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obligations under these agreements are not material. There have been no material changes to our contractual obligations during the three months ended September 30, 2025, as compared to those disclosed in our 2024 Annual Report.

Critical Accounting Policies, Significant Judgments and Use of Estimates

Our condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or “GAAP”. The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses incurred during the reporting periods. The most significant assumptions used in the financial statements are the underlying assumptions used in valuing share-based compensation, including the fair value of our common stock in periods before our initial public offering. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.

During the nine months ended September 30, 2025, there were no material changes to our critical accounting policies as reported in our 2024 Annual Report.

Off-Balance Sheet Arrangements

Since our inception, we have not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Recent Accounting Pronouncements

See Note 2, Summary of Significant Accounting Policies, to our unaudited condensed financial statements included elsewhere in this Quarterly Report for a discussion of recent accounting pronouncements that may impact our financial position and results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information requested by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of September 30, 2025. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2025, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the quarter ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

The information set forth under the heading “Legal Proceedings” in Note 14, Commitments and Contingencies, in Notes to Condensed Financial Statements in Item 1 of Part I of this Quarterly Report, is incorporated herein by reference. In addition, from time to time, we are involved in litigation or other legal proceedings as part of our ordinary course of business. In the opinion of our management, the ultimate disposition of these legal proceedings in the ordinary course of business is not likely to have a material adverse effect on our business.

Item 1A. Risk Factors.

There have been no material updates to the risk factors set forth in our 2024 Annual Report other than as set forth below:

There is substantial doubt as to our ability to continue as a going concern, which may affect our ability to obtain future financing and may require us to curtail or cease our operations. We will require substantial additional funding in the immediate term to continue operations as planned.

As a result, the Company will be required to raise additional capital by partnering, selling equity, or other means and has implemented cost-reduction measures. There can be no assurance as to whether partnering efforts will be successful or whether additional financing will be available on terms acceptable to the Company, if at all, or in amounts sufficient to fund our operations. If sufficient funds on acceptable terms are not available when needed, it would have a negative impact on the Company’s financial condition and could force the Company to implement additional cost cutting measures, delay, limit, reduce, or terminate product development or future commercialization efforts or grant rights to develop and market product candidates that the Company would otherwise plan to develop and market itself.

If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our audited financial statements, and it is likely that investors will lose all or part of their investment. If we seek additional financing to fund our business activities as a result of the substantial doubt as to our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms or at all.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no sales of equity securities sold during the period covered by this Quarterly Report that were not registered under the Securities Act of 1933 and were not previously reported in a Current Report on Fom 8-K filed by the Company.

Item 3. Defaults Upon Senior Securities.

None.

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Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the fiscal quarter ended September 30, 2025, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1 or any non-Rule 10b5-1 trading arrangement.

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Item 6. Exhibits.

The exhibits filed or furnished as part of this Quarterly Report are set forth on the Exhibit Index, below.


Exhibit No.				Exhibit Description

3.1 Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of NextCure, Inc. (incorporated by reference to Exhibit 3.1 filed with Company’s Current Report on 8-K filed with the Commission on July 14, 2025).

31.1*				Certification of Michael Richman pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*				Certification of Steven P. Cobourn pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**				Certification of Michael Richman and Steven P. Cobourn pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-101.INS				Inline XBRL Instance Document

EX-101.SCH				Inline XBRL Taxonomy Extension Schema Document

EX-101.CAL				Inline XBRL Taxonomy Extension Calculation Linkbase Document

EX-101.DEF				Inline XBRL Taxonomy Extension Definition Linkbase Document

EX-101.LAB				Inline XBRL Taxonomy Extension Label Linkbase Document

EX-101.PRE				Inline XBRL Taxonomy Extension Presentation Linkbase Document

104				Coverage Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Filed herewith.

** Furnished herewith.

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SIGNATURES

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, thereunto duly authorized.

	NEXTCURE, INC.

Date: November 5, 2025	By:	/s/ Michael Richman
	Name:	Michael Richman
		President and Chief Executive Officer

Date: November 5, 2025	By:	/s/ Steven P. Cobourn
	Name:	Steven P. Cobourn
		Chief Financial Officer

NextCure, Inc. 10-Q