0001047469-19-002935.txt : 20190508 0001047469-19-002935.hdr.sgml : 20190508 20190508145354 ACCESSION NUMBER: 0001047469-19-002935 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20190508 DATE AS OF CHANGE: 20190508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NextCure, Inc. CENTRAL INDEX KEY: 0001661059 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 475231247 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-230837 FILM NUMBER: 19806279 BUSINESS ADDRESS: STREET 1: 9000 VIRGINIA MANOR ROAD, SUITE 200 CITY: BELTSVILLE STATE: MD ZIP: 20705 BUSINESS PHONE: 240-399-4900 MAIL ADDRESS: STREET 1: 9000 VIRGINIA MANOR ROAD, SUITE 200 CITY: BELTSVILLE STATE: MD ZIP: 20705 S-1/A 1 a2238776zs-1a.htm S-1/A
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As filed with the Securities and Exchange Commission on May 8, 2019.

Registration No. 333-230837

 

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



Amendment No. 3
to

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



NextCure, Inc.
(Exact Name of Registrant as Specified in its Charter)



Delaware
(State or other jurisdiction of
incorporation or organization)
  2834
(Primary Standard Industrial
Classification Code Number)
  47-5231247
(I.R.S. Employer
Identification Number)

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

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



Michael Richman
Chief Executive Officer
NextCure, Inc.
9000 Virginia Manor Road, Suite 200
Beltsville, Maryland 20705
(240) 399-4900

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



Copies to:

Asher M. Rubin
William I. Intner
Hogan Lovells US LLP
100 International Drive, Suite 2000
Baltimore, Maryland 21202
(410) 659-2700

 

Divakar Gupta
Brent B. Siler
Joshua A. Kaufman
Madison A. Jones
Cooley LLP
55 Hudson Yards
New York, New York 10001
(212) 479-6000



Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date of this registration statement.

         If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.    o

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

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

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

         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 o   Accelerated filer o   Non-accelerated filer ý   Smaller reporting company ý

Emerging growth company ý

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

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

   



Explanatory Note

        NextCure, Inc. has prepared this Amendment No. 3 (this "Amendment No. 3") to its registration statement on Form S-1, as amended, as most recently filed with the Securities and Exchange Commission on May 3, 2019 (the "Registration Statement"), solely for the purpose of refiling Exhibit 5.1 and making corresponding updates to Item 16 and the Exhibit Index of the Registration Statement. This Amendment No. 3 does not modify any provision of the prospectus that forms Part I of the Registration Statement and, accordingly, such prospectus has not been included herein.



PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution.

        The following table sets forth the costs and expenses, other than the underwriting discounts and commissions, payable by us in connection with the sale of common stock being registered. All amounts are estimates except for the SEC registration fee, the Financial Industry Regulatory Authority, Inc., or FINRA, filing fee and the Nasdaq Global Select Market listing fee.

 
  Amount to
be Paid
 

SEC registration fee

  $ 11,150  

FINRA filing fee

    14,300  

Nasdaq Global Select Market listing fee

    125,000  

Printing and engraving expenses

    235,000  

Legal fees and expenses

    1,702,000  

Accounting fees and expenses

    803,100  

Transfer agent and registrar fees and expenses

    15,400  

Miscellaneous expenses

    294,050  

Total

  $ 3,200,000  

Item 14.    Indemnification of Directors and Officers.

        We are incorporated under the laws of the State of Delaware. As permitted by Section 102 of the Delaware General Corporation Law, we have adopted provisions in our amended and restated certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors for a breach of their fiduciary duty of care as a director. The duty of care generally requires that, when acting on behalf of the corporation, directors exercise an informed business judgment based on all material information reasonably available to them. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

    any breach of the duty of loyalty to us or our stockholders;

    any act or omission not in good faith that involves intentional misconduct or a knowing violation of law;

    unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

    any transaction from which the director derived an improper personal benefit.

        These limitations of liability do not affect the availability of equitable remedies such as injunctive relief or rescission. Our amended and restated certificate of incorporation also authorizes us to indemnify our officers, directors and other agents to the fullest extent permitted under Delaware law.

        As permitted by Section 145 of the Delaware General Corporation Law, our amended and restated bylaws provide that:

    we will indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions;

    we will advance expenses to our directors in connection with legal proceedings to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions; and

    the rights provided in our amended and restated bylaws are not exclusive.

II-1


        Our amended and restated certificate of incorporation, attached as Exhibit 3.1 hereto, and our amended and restated bylaws, attached as Exhibit 3.2 hereto, will provide for the indemnification provisions described above and elsewhere herein.

        We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by our board of directors. These indemnification agreements generally require us, among other things, to indemnify our directors, executive officers and these employees against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements also generally require us to advance any expenses incurred by the directors, executive officers and employees as a result of any proceeding against them as to which they could be indemnified. We also maintain directors' and officers' liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances.

        The form of Underwriting Agreement, attached as Exhibit 1.1 hereto, provides for indemnification by the underwriters named in this registration statement of our executive officers, directors and us, and by us of the underwriters named in this registration statement, for specified liabilities, including liabilities arising under the Securities Act. Our amended and restated investors' rights agreement with certain stockholders, attached as Exhibit 4.2 hereto, also provides for cross-indemnification in connection with the registration of our common stock on behalf of such investors.

        See the undertakings set forth in response to Item 17 herein.

Item 15.    Recent Sales of Unregistered Securities.

        The following list sets forth information regarding all securities sold or granted by us within the last three years that were not registered under the Securities Act and the consideration, if any, received by us for such securities.

Issuances of Capital Stock

    (1)
    In January 2017, we issued an aggregate of 25,000,000 shares of our Series A-2 Preferred Stock to seven accredited investors at a price per share of $1.00 for aggregate proceeds of $25 million. Upon the closing of this offering, each share of Series A-2 Preferred Stock will convert into 0.1245 shares of our common stock.

    (2)
    In April 2018, we issued an aggregate of 28,181,819 shares of our Series A-3 Preferred Stock to seven accredited investors at a price per share of $1.10 for aggregate proceeds of $31 million. Upon the closing of this offering, each share of Series A-3 Preferred Stock will convert into one share of our common stock. Upon the closing of this offering, each share of Series A-2 Preferred Stock will convert into 0.1245 shares of our common stock.

    (3)
    In November 2018, we issued an aggregate of 15,052,117 shares of our Series B-1 Preferred Stock to seven accredited investors at a price per share of $1.59 for aggregate proceeds of approximately $23.9 million. Upon the closing of this offering, each share of Series B-1 Preferred Stock will convert into 0.1245 shares of our common stock.

    (4)
    In November 2018, we issued an aggregate of 34,276,734 shares of our Series B-2 Preferred Stock to 14 accredited investors at a price per share of $1.59 for aggregate proceeds of approximately $54.5 million. Upon the closing of this offering, each share of Series B-2 Preferred Stock will convert into 0.1245 shares of our common stock.

    (5)
    In November 2018, we issued an aggregate of 7,500,000 shares of our Series B-3 Preferred Stock to Eli Lilly and Company at a price per share of $2.00 for aggregate proceeds of $15 million.

II-2


      Upon the closing of this offering, each share of Series B-3 Preferred Stock will convert into 0.1245 shares of our common stock.

Grants of Stock Options and Restricted Stock

    (6)
    In May 2016, we issued 62,237 shares of restricted common stock to David Kabakoff, Ph.D., pursuant to a restricted stock agreement under the 2015 Plan at a price per share of $0.48 for aggregate proceeds of $30,000.

    (7)
    Since May 8, 2016, we have granted to our directors, officers, employees, consultants and other service providers stock options to purchase an aggregate of 2,030,671 shares of our common stock under our 2015 Plan at exercise prices ranging from $0.48 to $7.63 per share. Of these, stock options covering an aggregate of 14,232 shares were cancelled without being exercised.

    (8)
    Since May 8, 2016, we have issued an aggregate of 34,984 shares of our common stock to our directors, officers and employees pursuant to the exercise of stock options under our 2015 Plan at exercise prices ranging from $0.48 to $1.76 per share for aggregate proceeds of approximately $48,431.

        We deemed the offers, sales and issuances of the securities described in paragraphs (1) through (5) above to be exempt from registration under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act, including Regulation D and Rules 504 and 506 promulgated thereunder, relative to transactions by an issuer not involving a public offering. All purchasers of securities in transactions exempt from registration pursuant to Regulation D represented to us that they were accredited investors and were acquiring the shares for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that they could bear the risks of the investment and could hold the securities for an indefinite period of time. The purchasers received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration statement or an available exemption from such registration.

        We deemed the issuance of restricted common stock and grants and exercises of stock options described in paragraphs (6) through (8) above to be exempt from registration under the Securities Act in reliance on Rule 701 of the Securities Act as offers and sales of securities under compensatory benefit plans and contracts relating to compensation in compliance with Rule 701. Each of the recipients of securities in any transaction exempt from registration either received or had adequate access, through employment, business or other relationships, to information about us.

        All of the foregoing securities are deemed restricted securities for purposes of the Securities Act. All certificates representing securities issued in the transactions described in this Item 15 included appropriate legends setting forth that the securities had not been offered or sold pursuant to a registration statement and describing the applicable restrictions on transfer of the securities. There were no underwriters employed in connection with any of the transactions set forth in this Item 15.

Item 16.    Exhibits and Financial Statement Schedules.

(a)
Exhibits

        See the Index to Exhibits attached to this registration statement, which is incorporated by reference herein.

(b)
Financial Statement Schedules

        No financial statement schedules are provided, because the information called for is not required or is shown either in the financial statements or the notes thereto.

II-3


Item 17.    Undertakings.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        The undersigned registrant hereby undertakes that:

    (1)
    For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

    (2)
    For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4



INDEX TO EXHIBITS

Exhibit
Number
  Exhibit Description
  1.1 * Form of Underwriting Agreement.
        
  3.1 * Form of Third Amended and Restated Certificate of Incorporation, to be in effect upon the closing of this offering.
        
  3.2 * Form of Amended and Restated Bylaws, to be in effect upon the closing of this offering.
        
  3.3 * Second Amended and Restated Certificate of Incorporation, as currently in effect.
        
  3.4 * Certificate of Amendment to Second Amended and Restated Certificate of Incorporation, as currently in effect.
        
  3.5 * Bylaws, as amended to date, and as currently in effect.
        
  4.1 * Amended and Restated Investors' Rights Agreement, dated as of November 5, 2018, by and among the Company and the investors party thereto.
        
  5.1   Opinion of Hogan Lovells US LLP.
        
  10.1 †* License Agreement, dated as of December 29, 2015, by and between the Company and Yale University.
        
  10.2 †* Corporate Sponsored Research Agreement, dated as of December 29, 2015, by and between the Company and Yale University.
        
  10.3 †* Research and Development Collaboration Agreement, dated as of November 2, 2018, by and between the Company and Eli Lilly and Company.
        
  10.4 †* Amended and Restated Sublease Agreement, dated as of March 15, 2019, by and between the Company and Lupin, Inc.
        
  10.5 +* Form of Indemnification Agreement by and between the Company and each of its directors and executive officers.
        
  10.6 +* NextCure, Inc. 2015 Omnibus Incentive Plan, as amended.
        
  10.7 +* Form of Stock Option Agreement under the NextCure, Inc. 2015 Omnibus Incentive Plan.
        
  10.8 +* NextCure, Inc. 2019 Omnibus Incentive Plan.
        
  10.9 +* Forms of Stock Option Agreement under the NextCure, Inc. 2019 Omnibus Incentive Plan.
        
  10.10 +* Form of Restricted Stock Agreement under the NextCure, Inc. 2019 Omnibus Incentive Plan.
        
  10.11 +* Form of Restricted Stock Unit Agreement under the NextCure, Inc. 2019 Omnibus Incentive Plan.
        
  10.12 +* NextCure, Inc. 2019 Employee Stock Purchase Plan.
        
  10.13 +* Non-Employee Director Compensation Program.
        
  10.14 †* Lease Agreement, dated as of January 30, 2019, by and between the Company and ARE-8000/9000/10000 Virginia Manor, LLC.
        
  10.15 +* Employment Letter, dated as of September 12, 2016, by and between the Company and Michael Richman.
        
  10.16 +* Employment Letter, dated as of December 18, 2017, by and between the Company and Steven P. Cobourn.

II-5


Exhibit
Number
  Exhibit Description
  10.17 +* Employment Letter, dated as of September 12, 2016, by and between the Company and Sol Langermann, Ph.D.
        
  23.1 * Consent of Ernst & Young LLP, independent registered public accounting firm.
        
  23.2   Consent of Hogan Lovells US LLP (included in Exhibit 5.1).
        
  24.1 * Power of Attorney.

*
Previously filed.

+
Indicates a management contract or compensatory plan.

Portions of this exhibit have been omitted in compliance with Item 601 of Regulation S-K.

II-6


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beltsville, Maryland, on this 8th day of May, 2019.

    NEXTCURE, INC.

 

 

By:

 

/s/ Michael Richman

Michael Richman
President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

 
 
Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ Michael Richman

Michael Richman
  President, Chief Executive Officer and Director
(Principal Executive Officer)
  May 8, 2019

/s/ Steven P. Cobourn

Steven P. Cobourn

 

Chief Financial Officer
(Principal Financial and Accounting Officer)

 

May 8, 2019

*

David Kabakoff, Ph.D.

 

Chair of the Board

 

May 8, 2019

*

Elaine V. Jones, Ph.D.

 

Director

 

May 8, 2019

*

Chau Q. Khuong

 

Director

 

May 8, 2019

*

Judith J. Li

 

Director

 

May 8, 2019

*

Briggs Morrison, M.D.

 

Director

 

May 8, 2019

II-7


 
 
Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Tim Shannon, M.D.
  Director   May 8, 2019

*

Stephen Webster

 

Director

 

May 8, 2019

*

Stella Xu, Ph.D.

 

Director

 

May 8, 2019

*By:

 

/s/ Michael Richman

Michael Richman
Attorney-in-Fact

 

 

 

 

II-8




QuickLinks

Explanatory Note
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
INDEX TO EXHIBITS
EX-5.1 2 a2238776zex-5_1.htm EX-5.1

Exhibit 5.1

 

Hogan Lovells US LLP

Harbor East

100 International Drive

Suite 2000

Baltimore, MD 21202

T  +1 410 659 2700

F  +1 410 659 2701

www.hoganlovells.com

 

May 8, 2019

 

Board of Directors

NextCure, Inc.

9000 Virginia Manor Road

Suite 200

Beltsville, Maryland 20705

 

Ladies and Gentlemen:

 

We are acting as counsel to NextCure, Inc., a Delaware corporation (the “Company”), in connection with its registration statement on Form S-1, as amended, and any Rule 462(b) registration statement (collectively, the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”) relating to the proposed public offering of up to 5,750,000 shares of the common stock, par value $0.001 per share (the “Common Stock”) of the Company (such shares together with any additional shares of Common Stock that may be sold pursuant to Rule 462(b) under the Act, the “Shares”), all of which shares are to be sold by the Company. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

 

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

 

This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other statutes, rules or regulations.

 

Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) execution and delivery by the Company of the Underwriting Agreement, (ii) effectiveness of the Registration Statement, (iii) issuance of the Shares pursuant to the terms of the Underwriting Agreement, and (iv) receipt by the Company of the consideration for the Shares specified in the resolutions of the Board of Directors and the Pricing Committee of the Board of Directors, the Shares will be validly issued, fully paid, and nonassessable.

 

Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia.  “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in:  Alicante   Amsterdam   Baltimore   Beijing   Birmingham   Boston   Brussels   Colorado Springs   Denver   Dubai   Dusseldorf   Frankfurt   Hamburg   Hanoi   Ho Chi Minh City   Hong Kong   Houston   Johannesburg   London   Los Angeles   Luxembourg   Madrid   Mexico City   Miami   Milan   Minneapolis   Monterrey   Moscow   Munich   New York   Northern Virginia   Paris   Perth   Philadelphia   Rio de Janeiro   Rome   San Francisco   São Paulo   Shanghai   Silicon Valley   Singapore   Sydney   Tokyo   Warsaw   Washington DC   Associated offices: Budapest   Jakarta   Shanghai FTZ   Ulaanbaatar   Zagreb.  Business Service Centers:  Johannesburg   Louisville.  For more information see www.hoganlovells.com

 


 

This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise of any changes in the foregoing subsequent to the effective date of the Registration Statement.

 

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.

 

Very truly yours,

 

/s/ Hogan Lovells US LLP

 

HOGAN LOVELLS US LLP

 

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