NXTC.NASDAQNextcure, INC

SCHEDULE: Sofinnova Updates NextCure Stake to 7.1% After Dilution

Sentiment:

Beneficial Ownership Update


Sofinnova Venture Partners IX and affiliates updated their beneficial ownership in NextCure, Inc. to 7.1% of common stock, reflecting dilution from recent stock sales.

Capital raiseNextCure, Inc.'s initial public offering (IPO Offering) in May 2019, where SVP IX purchased 400,000 shares of Common Stock.NextCure, Inc.'s public offering (Follow-On Offering) in November 2019, where SVP IX purchased 150,000 shares of Common Stock.NextCure, Inc.'s additional sales of Common Stock from time to time since the original Schedule 13D filing, which caused dilution to the Reporting Persons' percentage ownership.
Worse than expectedThe aggregate percentage ownership by the Reporting Persons decreased by one percent (1%) or more from the percentages reported in the Original Schedule 13D due to NextCure, Inc.'s additional sales of Common Stock.

Summary

  • This is Amendment No. 2 to the Schedule 13D, originally filed on May 17, 2019, and amended on November 22, 2019.
  • The Reporting Persons are Sofinnova Venture Partners IX, L.P. (SVP IX), Sofinnova Management IX, L.L.C. (SM IX), and Dr. James I. Healy.
  • The Issuer is NextCure, Inc., with its principal executive offices at 9000 Virginia Manor Road, Suite 200, Beltsville, Maryland 20705.
  • The Reporting Persons beneficially own an aggregate of 222,654 shares of NextCure, Inc. Common Stock, representing 7.1% of the class.
  • The aggregate percentage ownership by the Reporting Persons decreased by one percent (1%) or more due to NextCure, Inc.'s additional sales of Common Stock since the original filing.
  • The percentage is calculated based on 3,122,143 shares of Common Stock outstanding as of December 19, 2025, as reported by NextCure, Inc. in its Form 424(b)(5).
  • Dr. Michael F. Powell and Dr. Anand Mehra, previously reporting persons, are no longer managing members of SM IX and are thus no longer reporting persons on this amendment.
  • SVP IX's past investments include various series of convertible preferred stock and purchases of Common Stock during NextCure, Inc.'s IPO and a subsequent Follow-On Offering.
  • A 1-for-12 reverse stock split of the Common Stock was effected on July 14, 2025.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a routine compliance update reflecting a change in percentage ownership due to dilution, rather than a significant positive or negative operational event for NextCure, Inc. or the Reporting Persons.

Positives

  • The Reporting Persons continue to hold a significant stake (7.1%) in NextCure, Inc., indicating ongoing investment interest.
  • The Reporting Persons have a long-standing investment history with NextCure, Inc., participating in multiple funding rounds including preferred stock, IPO, and a follow-on offering.

Negatives

  • The Reporting Persons' aggregate percentage ownership in NextCure, Inc. decreased by one percent (1%) or more due to dilution from the Issuer's additional sales of Common Stock.

Risks

  • The Reporting Persons' future actions regarding NextCure, Inc. securities are dependent on various factors, including price levels, market conditions, evaluation of NextCure, Inc.'s business, and alternative investment opportunities, which could lead to sales of their holdings.

Future Outlook

The Reporting Persons hold their securities of NextCure, Inc. for investment purposes. They may, from time to time, acquire additional Common Stock, or retain and/or sell all or a portion of their holdings in the open market or privately negotiated transactions, or distribute shares to their members or limited partners. These actions will depend on factors such as stock price levels, market conditions, evaluation of NextCure, Inc.'s business, and alternative investment opportunities.

Industry Context

StockSavvy.ai notes that this Schedule 13D amendment is a routine compliance filing for a significant institutional investor. Such filings are common in the venture capital industry as portfolio companies mature, undergo further financing rounds (like IPOs and follow-on offerings), and experience corporate actions such as reverse stock splits, which can alter percentage ownership due to dilution or share count adjustments. The continued disclosure by Sofinnova, a prominent venture capital firm, reflects its ongoing oversight and strategic positioning in its investment in NextCure, Inc.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Managing Member of Sofinnova Management IX, L.L.C.Dr. Michael F. PowellNo longer a managing member of SM IX, and accordingly, no longer a reporting person.
Managing Member of Sofinnova Management IX, L.L.C.Dr. Anand MehraNo longer a managing member of SM IX, and accordingly, no longer a reporting person.

Related Party Transactions

  • SVP IX is a party to an Investors' Rights Agreement with NextCure, Inc. and other shareholders, granting rights to demand or request registration statements for its Common Stock.
  • SVP IX entered into Lock-Up Agreements with NextCure, Inc.'s underwriters in connection with the IPO Offering (180-day period) and the Follow-On Offering (90-day period), restricting the sale or transfer of shares.

Stakeholder Impact

  • Shareholders of NextCure, Inc., particularly the Reporting Persons, experienced dilution in their percentage ownership due to the Issuer's additional stock sales.
  • The Reporting Persons' investment strategy may impact the market for NextCure, Inc.'s Common Stock through potential future acquisitions or sales.

Next Steps

  • The Reporting Persons may, from time to time, acquire additional Common Stock and/or retain and/or sell all or a portion of their holdings.
  • The Reporting Persons may distribute Common Stock to their respective members or limited partners.

Key Dates

DateDescription
December 2015SVP IX purchased 2,239,500 shares of Series A-1 convertible preferred stock from NextCure, Inc.
January 2017SVP IX purchased 3,732,500 shares of Series A-2 convertible preferred stock from NextCure, Inc.
April 2018SVP IX purchased 7,301,000 shares of Series A-3 convertible preferred stock from NextCure, Inc.
November 2018SVP IX purchased 3,773,585 shares of Series B-1 convertible preferred stock from NextCure, Inc.
May 9, 2019NextCure, Inc.'s IPO Prospectus filed pursuant to Rule 424(b)(4).
May 16, 2019Date of Agreement of Joint Filing for the original Schedule 13D.
May 17, 2019Original Statement on Schedule 13D filed.
November 2019NextCure, Inc. held a public offering (Follow-On Offering) of Common Stock.
November 15, 2019SVP IX purchased 150,000 shares of Common Stock in connection with the Follow-On Offering.
November 18, 2019NextCure, Inc.'s Follow-On Prospectus filed pursuant to Rule 424(b)(4).
November 22, 2019Original Schedule 13D amended.
July 14, 20251-for-12 reverse stock split of NextCure, Inc. Common Stock effected.
December 19, 2025NextCure, Inc. reported outstanding Common Stock in its Form 424(b)(5) Prospectus Supplement.
March 5, 2026Date of filing for this Amendment No. 2 to Schedule 13D.

Recommendation

hold

This filing is a routine update of beneficial ownership due to dilution from the issuer's past stock sales. It does not provide new operational or financial information about NextCure, Inc. that would warrant a change in investment recommendation. The reporting persons continue to hold a significant stake for investment purposes, and their future actions are subject to market conditions and their ongoing evaluation of the company.

Keywords

NextCure, Sofinnova, Schedule 13D, beneficial ownership, common stock, venture capital, dilution, investment, biotechnology

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