UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Nextcure, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
65343E108
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | 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. |
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).
| CUSIP No. 65343E108 | 13G | Page 2 of 11 Pages |
| 1 | NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lilly Asia Ventures Fund III, L.P. (“FUNDIII”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
568,129 shares, except that Yi Shi, the managing partner of FUNDIII, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER
See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER
568,129 shares, except that Yi Shi, the managing partner of FUNDIII, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
568,129 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1(1) |
| 12 | TYPE OF REPORTING PERSON
PN |
| (1) | This percentage is calculated based upon 26,817,000 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 |
| CUSIP No. 65343E108 | 13G | Page 3 of 11 Pages |
| 1 | NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LAV Biosciences Fund III, L.P. (“BIOIII”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
1,136,262 shares, except that Yi Shi, the managing partner of BIOIII, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER
See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER
1,136,262 shares, except that Yi Shi, the managing partner of BIOIII, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,136,262 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2(1) |
| 12 | TYPE OF REPORTING PERSON
PN |
| (1) | This percentage is calculated based upon 26,817,000 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 |
| CUSIP No. 65343E108 | 13G | Page 4 of 11 Pages |
| 1 | NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LAV Biosciences Fund V sub A, L.P. (“FUNDVSUBA”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
274,620 shares, except that Yi Shi, the managing partner of FUNDVSUBA, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER
See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER
274,620 shares, except that Yi Shi, the managing partner of FUNDVSUBA, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
274,620 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0(1) |
| 12 | TYPE OF REPORTING PERSON
PN |
| (1) | This percentage is calculated based upon 26,817,000 shares of the Issuer’s Common Stock outstanding as of December 31, 2019 |
| CUSIP No. 65343E108 | 13G | Page 5 of 11 Pages |
| 1 | NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LAV Opportunity Limited (“LAVO”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
109,848 shares, except that Yi Shi, the managing partner of LAVO, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER
See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER
109,848 shares, except that Yi Shi, the managing partner of LAVO, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,848 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4(1) |
| 12 | TYPE OF REPORTING PERSON
OO |
| (1) | This percentage is calculated based upon 26,817,000 shares of the Issuer’s Common Stock outstanding as of December 31, 2019. |
| CUSIP No. 65343E108 | 13G | Page 6 of 11 Pages |
| 1 | NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Yi Shi |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares. |
| 6 | SHARED VOTING POWER
2,088,859 shares, 568,129 of which are directly owned by FUNDIII, 1,136,262 of which are directly owned by BIOIII, 274,620 of which are directly owned by FUNDVSUBA and 109,848 of which are directly owned by LAVO. Yi Shi, the managing partner of FUNDIII, BIOIII, FUNDVSUBA and LAVO, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER
0 shares. | |
| 8 | SHARED DISPOSITIVE POWER
2,088,859 shares, 568,129 of which are directly owned by FUNDIII, 1,136,262 of which are directly owned by BIOIII, 274,620 of which are directly owned by FUNDVSUBA and 109,848 of which are directly owned by LAVO. Yi Shi, the managing partner of FUNDIII, BIOIII, FUNDVSUBA and LAVO, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,213,733 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8(1) |
| 12 | TYPE OF REPORTING PERSON
IN |
| (1) | This percentage is calculated based upon 26,817,000 shares of the Issuer’s Common Stock outstanding as of December 31, 2019. |
| CUSIP No. 65343E108 | 13G | Page 7 of 11 Pages |
| Item 1(a) | Name
of Issuer: Nextcure, Inc. |
| Item 1(b) | Address
of Issuer’s Principal Executive Offices: 9000 Virginia Manor Road, Suite 200 |
Beltsville, Maryland 20705
| Item 2(a) | Name of Persons Filing: |
This Statement is filed by Lilly Asia Ventures Fund III, L.P. (“FUNDIII”), LAV Biosciences Fund III, L.P. (“BIOIII”), LAV Biosciences Fund V sub A, L.P. (“FUNDVSUBA”), LAV Opportunity Limited (“LAVO”) and Dr. Yi Shi. The foregoing entities and individual are collectively referred to as the “Reporting Persons.”
Dr. Shi is the managing partner of FUNDIII, BIOIII, FUNDVSUBA and LAVO, and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer directly owned by FUNDIII, BIOIII, FUNDVSUBA and LAVO.
| Item 2(b) | Address
of Principal Business Office or, If None, Residence: The address for FUNDIII, BIOIII, LAVO and Dr. Shi is Unit 902-904, Two Chinachem Central, 26 Des Voeux Road Central, Hong Kong. |
The address of FUNDVSUBA is 2730 Sand Hill Road, Suite 130, Menlo Park, CA 94025.
| Item 2(c) | Citizenship: |
FUNDIII and BIOIII are Cayman Islands partnerships, FUNDVSUBA is a United States partnership. LAVO is a British Virgin Islands business company. Dr. Shi is a United States citizen.
| Item 2(d) | Title
of Class of Securities: Common Stock, $0.001 par value per share |
| Item 2(e) | CUSIP
Number: CUSIP #65343E108 |
| Item 3. | Not applicable. |
| Item 4. | Ownership |
The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons is provided as of December 31, 2019:
| (a) | Amount beneficially owned: |
See
Row 9 of cover page for each Reporting Person.
| (b) | Percent of Class: |
See Row 11 of cover page for each Reporting Person.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See Row 5 of cover page for each Reporting Person.
| CUSIP No. 65343E108 | 13G | Page 8 of 11 Pages |
| (ii) | Shared
power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole
power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared
power to dispose or to direct the disposition of: |
See Row 8 of cover page for each Reporting Person.
| Item 5. | Ownership
of Five Percent or Less of a Class Not applicable. |
| Item 6. | Ownership
of More Than Five Percent on Behalf of Another Person Not applicable. |
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certifications |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
| CUSIP No. 65343E108 | 13G | Page 9 of 11 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2020
| Lilly Asia Ventures Fund III, L.P. | ||
| By: | /s/ Yi Shi | |
| Name: | Yi Shi | |
| Title: | Managing Partner | |
| LAV Biosciences Fund III, L.P. | ||
| By: | /s/ Yi Shi | |
| Name: | Yi Shi | |
| Title: | Managing Partner | |
| LAV Biosciences Fund V sub A, L.P. | ||
| By: | /s/ Yi Shi | |
| Name: | Yi Shi | |
| Title: | Managing Partner | |
| LAV OPPORTUNITY LIMITED | ||
| By: | /s/ Yi Shi | |
| Name: | Yi Shi | |
| Title: | Managing Partner | |
| Yi Shi | ||
| /s/ Yi Shi | ||
| Yi Shi | ||
| CUSIP No. 65343E108 | 13G | Page 10 of 11 Pages |
EXHIBIT INDEX
| Found on Sequentially | ||
| Exhibit | Numbered Page | |
| Exhibit A: Agreement of Joint Filing | 11 |
| CUSIP No. 65343E108 | 13G | Page 11 of 11 Pages |
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Nextcure, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Dated: February 13, 2020
| Lilly Asia Ventures Fund III, L.P. | ||
| By: | /s/ Yi Shi | |
| Name: | Yi Shi | |
| Title: | Managing Partner | |
| LAV Biosciences Fund III, L.P. | ||
| By: | /s/ Yi Shi | |
| Name: | Yi Shi | |
| Title: | Managing Partner | |
| LAV Biosciences Fund V sub A, L.P. | ||
| By: | /s/ Yi Shi | |
| Name: | Yi Shi | |
| Title: | Managing Partner | |
| LAV OPPORTUNITY LIMITED | ||
| By: | /s/ Yi Shi | |
| Name: | Yi Shi | |
| Title: | Managing Partner | |
| Yi Shi | ||
| /s/ Yi Shi | ||
| Yi Shi | ||