UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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NextCure, Inc.
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(Name of Issuer)
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COMMON STOCK
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(Title of Class of Securities)
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65343E108
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(CUSIP Number)
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OrbiMed Advisors LLC
OrbiMed Capital GP VI LLC
601 Lexington Avenue, 54th Floor
New York, NY 10022
Telephone: (212) 739-6400
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications) |
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May 13, 2019
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.
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*
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The remainder of this cover page shall be filled out for a Reporting Person’s initial filing on this
form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the
purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 65343E108
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1
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NAME OF REPORTING PERSONS
OrbiMed Advisors LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
2,711,013
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
2,711,013
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,711,013
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%*
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14
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TYPE OF REPORTING PERSON (See Instructions)
IA
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* This percentage is calculated based upon 21,935,381 shares of common stock outstanding of NextCure, Inc.
(the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission (“SEC”) on May 9, 2019 and giving
effect to the additional 750,000 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option (according to the Form 8-K as filed by the issuer with the Securities and Exchange Commission on May 13,
2019).
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CUSIP No. 65343E108
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1
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NAME OF REPORTING PERSONS
OrbiMed Capital GP VI LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
2,711,013
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
2,711,013
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,711,013
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%*
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14
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TYPE OF REPORTING PERSON (See Instructions)
OO
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* This percentage is calculated based upon 21,935,381 shares of common stock outstanding of NextCure, Inc.
(the “Issuer”), as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission (“SEC”) on May 9, 2019 and giving
effect to the additional 750,000 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option (according to the Form 8-K as filed by the issuer with the Securities and Exchange Commission on May 13,
2019).
Item 1. Security and Issuer
This Schedule 13D (the “Statement”) relates to the common stock, par value $0.001 per share (the “Shares”) of NextCure, Inc., a corporation organized under the laws of Delaware (the “Issuer”),
with its principal executive offices located at 9000 Virginia Manor Road, Suite 200, Beltsville, Maryland 20705. The Shares are listed on the NASDAQ Global Select Market under the ticker symbol “NXTC”. Information given in response to each item
shall be deemed incorporated by reference in all other items, as applicable.
On May 13,
2019, the Issuer completed its initial public offering pursuant to which the Issuer agreed to issue and sell to the participants 5,000,000 Shares (the “IPO”).
In addition, the Issuer granted the underwriters an option to purchase, at the public offering price less any underwriting discounts and commissions, up to
an additional 750,000 Shares. The purchase price for each Share was $15.00. As a result of the IPO, and the underwriters exercise of their option, the Issuer’s total number of outstanding Shares increased to 22,685,381.
Item 2. Identity and Background
(a) This Schedule 13D is being filed by OrbiMed Advisors LLC (“OrbiMed Advisors”) and OrbiMed Capital GP VI LLC (“OrbiMed GP”) (collectively, the “Reporting Persons”).
(b) — (c), (f) OrbiMed Advisors, a limited liability company organized under the laws
of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member or general partner of certain entities as more particularly described in Item 6 below. OrbiMed Advisors has its principal
offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
OrbiMed GP, a limited liability company organized under the laws of Delaware, is the
general partner of a limited partnership as more particularly described in Item 6 below. OrbiMed GP has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
The directors and executive officers of OrbiMed Advisors and OrbiMed GP are set forth
on Schedules I and II, respectively, attached hereto. Schedules I and II set forth the following information with respect to each such person:
(i) name;
(ii) business address;
(iii) present principal occupation of employment and the name, principal
business and address of any corporation or other organization in which such employment is conducted; and
(iv) citizenship.
(d) — (e) During the last five years, neither the Reporting Persons nor any Person
named in Schedules I and II has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
In December 2015, OrbiMed Advisors and OrbiMed GP, pursuant to their authority under the limited
partnership agreement of OrbiMed Private Investments VI, LP (“OPI VI”), as more particularly referred to in Item 6 below, caused OPI VI to purchase 3,582,000
shares of Series A-1 Preferred Stock of the Issuer. In connection with the IPO, shares of Series A-1 Preferred Stock were subsequently converted (on the closing of the IPO) into Shares on a 1-for-8.0338 basis.
In January 2017, OrbiMed Advisors and OrbiMed GP, pursuant to their authority under the limited
partnership agreement of OPI VI, as more particularly referred to in Item 6 below, caused OPI VI to purchase 5,970,000 shares of Series A-2 Preferred Stock of the Issuer. In connection with the IPO, shares of Series A-2 Preferred Stock were
subsequently converted (on the closing of the IPO) into Shares on a 1-for-8.0338 basis.
In April 2018, OrbiMed Advisors and OrbiMed GP, pursuant to their authority under the limited partnership
agreement of OPI VI, as more particularly referred to in Item 6 below, caused OPI VI to purchase 5,861,455 shares of Series A-3 Preferred Stock of the Issuer. In connection with the IPO, shares of Series A-3 Preferred Stock were subsequently
converted (on the closing of the IPO) into Shares on a 1-for-8.0338 basis.
In November 2018, OrbiMed Advisors and OrbiMed GP, pursuant to their authority under the limited
partnership agreement of OPI VI, as more particularly referred to in Item 6 below, caused OPI VI to purchase 3,554,466 shares of Series B-1 Preferred Stock of the Issuer. In connection with the IPO, shares of Series B-1 Preferred Stock were
subsequently converted (on the closing of the IPO) into Shares on a 1-for-8.0338 basis.
On and prior to the close of May 13, 2019, OrbiMed Advisors and OrbiMed GP, pursuant to their authority
under the limited partnership agreement of OPI VI, as more particularly referred to in Item 6 below, caused OPI VI to purchase 350,000 Shares in the IPO.
The source of funds for such purchases was the working capital of OPI
VI.
As a result of the transactions described in this Item 3, OrbiMed
Advisors and OrbiMed GP may collectively be deemed to be the beneficial owners of approximately 8.4% of the outstanding Shares. OrbiMed GP, as the general partner of OPI VI, may be deemed to be the beneficial owner of approximately 8.4% of the
outstanding Shares. OrbiMed Advisors, as the managing member of OrbiMed GP, may be deemed to be the beneficial owner of approximately 8.4% of the outstanding Shares. None of the Reporting Persons have acquired or disposed of any additional
Shares since May 13, 2019.
Item 4. Purpose of Transaction
This statement relates to the acquisition of Shares by the Reporting Persons. The
Shares acquired by the Reporting Persons were acquired for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer’s business on behalf of the Reporting Persons’ respective advisory clients.
The Reporting Persons from time to time intend to review their investment in the Issuer
on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s Shares in particular,
as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to
time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in
privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting
Persons either in the open market or in privately negotiated transactions.
Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any
plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of
the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer’s capitalization or dividend policy of the Issuer, (f) any other material
change in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing
a class of the Issuer’s securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of
equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) — (b) The following disclosure is based upon 21,935,381 outstanding Shares of the
Issuer, as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on April 18, 2019 and giving effect to the additional 750,000 shares of common stock issued and sold by the Issuer to the underwriters
pursuant to the underwriters’ option (according to the Form 8-K as filed by the issuer with the Securities and Exchange Commission on May 13, 2019)..
As of the date of this filing, OPI VI, a limited partnership organized under the laws
of Delaware, holds 2,711,013 Shares constituting approximately 8.4% of the issued and outstanding Shares. OrbiMed GP is the sole general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI, and OrbiMed Advisors
is the sole managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. As a result, OrbiMed Advisors and OrbiMed GP share power to direct the vote and disposition of the Shares held by OPI VI and
may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI VI. Advisors exercises this investment and voting power through a management committee comprised of Carl
L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by OPI VI.
In addition, Orbimed Advisors and Orbimed GP, pursuant to their authority under the
limited partnership agreements of OPI VI, caused OPI VI to enter into the agreements referred to in Item 6 below.
(c) Except as disclosed in Item 3, the Reporting Persons have not effected any
transactions during the past sixty (60) days in any Shares.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
In addition to the relationships between the Reporting Persons described in Items 2 and
5 above, OrbiMed GP is the sole general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI. Pursuant to this agreement and relationship, OrbiMed GP has discretionary investment management authority with respect
to the assets of OPI VI. Such authority includes the power to vote and otherwise dispose of securities held by OPI VI. The number of outstanding Shares of the Issuer attributable to OPI VI is 2,711,013. OrbiMed GP, pursuant to its authority under
the limited partnership agreement of OPI VI, may be considered to hold indirectly 2,711,013 Shares.
OrbiMed Advisors is the sole managing member of OrbiMed GP, pursuant to the terms of
the limited liability company agreement of OrbiMed GP. Pursuant to these agreements and relationships, OrbiMed Advisors and OrbiMed GP have discretionary investment management authority with respect to the assets of OPI VI. Such authority includes
the power of OrbiMed GP to vote and otherwise dispose of securities held by OPI VI. The number of outstanding Shares attributable to OPI VI is 2,711,013 Shares. OrbiMed Advisors, pursuant to its authority under the terms of the limited liability
company agreement of OrbiMed GP, may also be considered to hold indirectly 2,711,013 Shares.
Chau Quang Khuong (“Khuong”),
an employee member of OrbiMed Advisors, is a member of the Board of Directors of the Issuer and, accordingly, the Reporting Persons may have the ability to affect and influence control of the Issuer. From time to time, Khuong may receive stock
options or other awards of equity-based compensation pursuant to the Issuer’s compensation arrangements for non-employee directors. Pursuant to an agreement with the Reporting Persons, Khuong is obligated to transfer any securities issued under any
such stock options or other awards, or the economic benefit thereof, to the Reporting Persons, which will in turn ensure that such securities or economic benefits are provided to OPI VI.
Investor Rights Agreement
In addition, OPI VI and certain other stockholders of the Issuer entered into an
amended and restated investor rights with the Issuer (the “Investor Rights Agreement”), dated as of November 5, 2018. Pursuant to the Investors Rights
Agreement and subject to the terms and conditions therein, the parties agreed that:
Registration
Rights
Following the closing of the IPO, the holders of a certain number of Shares, or their transferees, will be entitled to the registration rights set forth below with respect to registration of the resale of such shares under
the Securities Act of 1933, as amended (the “Securities Act”) pursuant to the Investors Rights Agreement.
Demand Registration Rights
At any time beginning or six months following the date of the underwriting agreement of the IPO, the
holders of at least 20% of the registrable securities then outstanding of the Issuer may make a written request that the Issuer register some or all of their registrable securities, subject to certain specified conditions and exceptions. The
Issuer is required to use commercially reasonable efforts to effect the registration and will pay all registration expenses, other than underwriting discounts and commissions, related to any demand registration. The Issuer is not obligated to
effect more than two of these registrations.
Piggyback Registration Rights
Whenever the Issuer proposes to file a registration statement under the Securities Act, OPI VI will be entitled to notice of the registration and have the right to include its shares in the registration.
Form S-3 Registration Rights
Pursuant to the Investor Rights Agreement, at any time after the Issuer is qualified to file a
registration statement on Form S-3 under the Securities Act, and subject to limitations and conditions specified in the Investors Rights Agreement, a holder may make a written request that the Issuer prepare and file a registration statement on
Form S-3 covering their shares, so long as the aggregate price to the public equal or exceeds $1,000,000. The Issuer is not obligated to effect more than two of these Form S-3 registrations in any 12-month period.
Lock-Up Agreement
In connection with the IPO, OPI VI and certain other stockholders entered into Lock-Up Agreements with
the Issuer’s underwriters. Pursuant to its Lock-Up Agreement, OPI VI agreed that it will not, during the period ending 180 days after the date of the IPO (the “Lock-Up
Period”), directly or indirectly (1) sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any Shares or securities convertible into or exercisable or exchangeable for Shares with respect to which OPI VI has or
acquires the power of disposition or (2) enter into any swap or other agreement that transfers, in whole or in part, the economic risk of ownership of any such Shares.
After the Lock-Up Period expires, the Reporting Persons’ Shares will be eligible for sale in the public
market, subject to any applicable limitations under Rule 144 under the Securities Act, and other applicable U.S. securities laws.
The foregoing description of the Investor Rights Agreement and the Lock-Up Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of the Investor Rights Agreement and Lock-Up Agreement, which is filed as Exhibits 2 and 3 and incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
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Exhibit
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Description
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1.
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Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital LLC and OrbiMed Capital GP VI LLC.
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2.
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Investor Rights Agreement by and among the Issuer and each of the persons listed on Schedule A thereto, dated as of
November 5, 2018 (incorporated by reference to Exhibit 4.1 to the Issuer’s Registration Statement on Form S-1 (SEC 333-230837).
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3.
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Form of Lock-Up Agreement filed as Exhibit A to Exhibit 1.1 to the Issuer’s Registration Statement on Form S-1 (SEC
333-230837).
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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Dated: May 20, 2019
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ORBIMED ADVISORS LLC
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By:
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/s/ Jonathan Silverstein
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Name: Jonathan Silverstein
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Title: Member of OrbiMed Advisors LLC
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ORBIMED CAPITAL GP VI LLC
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By:
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ORBIMED ADVISORS LLC, its managing member
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Member of OrbiMed Advisors LLC
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By:
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/s/ Jonathan Silverstein
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Jonathan Silverstein
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Title: Member of OrbiMed Advisors LLC
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SCHEDULE I
The names and present principal occupations
of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022.
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Name
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Position
with Reporting Person
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Principal
Occupation
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Carl L. Gordon
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Member
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Member
OrbiMed Advisors LLC
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Sven H. Borho
German and Swedish Citizen
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Member
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Member
OrbiMed Advisors LLC
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Jonathan T. Silverstein
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Member
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Member
OrbiMed Advisors LLC
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W. Carter Neild
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Member
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Member
OrbiMed Advisors LLC
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Geoffrey C. Hsu
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Member
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Member
OrbiMed Advisors LLC
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Evan D. Sotiriou
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Chief Financial Officer
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Chief Financial Officer
OrbiMed Advisors LLC
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SCHEDULE II
The business and operations of OrbiMed
Capital GP VI LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth in Schedule I attached hereto.
EXHIBIT INDEX
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Exhibit
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Description
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1.
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Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital LLC and OrbiMed Capital GP VI LLC.
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2.
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Investor Rights Agreement by and among the Issuer and each of the persons listed on Schedule A thereto, dated as of
November 5, 2018 (incorporated by reference to Exhibit 4.1 to the Issuer’s Registration Statement on Form S-1 (SEC 333-230837).
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3.
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Form of Lock-Up Agreement filed as Exhibit A to Exhibit 1.1 to the Issuer’s Registration Statement on Form S-1 (SEC
333-230837).
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Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13D, dated May 17, 2019, with respect to the ordinary shares of NextCure, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Each of the undersigned agrees to be responsible for the timely filing of this Statement, and for the completeness and accuracy of the information concerning itself contained
therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 20th day of May 2019.
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ORBIMED ADVISORS LLC
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By:
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/s/ Jonathan Silverstein
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Name: Jonathan Silverstein
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Title: Member of OrbiMed Advisors LLC
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ORBIMED CAPITAL GP VI LLC
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By:
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ORBIMED ADVISORS LLC, its managing member
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Member of OrbiMed Advisors LLC
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By:
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/s/ Jonathan Silverstein
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Jonathan Silverstein
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Title: Member of OrbiMed Advisors LLC
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