NextCure, Inc.
For the period ended Dec 31, 2025. Filed Mar 5, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 5, 2026
NXTC$5.98-4.6%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this report:
| (1) | Financial Statements |
See Index to Financial Statements in Part II Item 8 of this Annual Report.
| (2) | Financial Statement Schedules |
All schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto.
| (3) | Exhibits |
The documents listed in the following Exhibit Index are incorporated by reference or are filed with this report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
EXHIBIT INDEX
| ExhibitNo. | | Exhibit Description |
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| 3.1 | | Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with Company’s Current Report on 8-K filed with the Commission on May 13, 2019). |
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| 3.2 | | Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on 8-K filed on June 26, 2023). |
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| 3.3 | | Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 filed with the Company’s Current Report on Form 8-K filed on July 14, 2025). |
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| 4.1 | | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 filed with the Company's Current Report on Form 8-K filed with the Commission on November 17, 2025). |
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| 4.2 | * | Description of Registered Securities. |
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| 4.3 | | Amended and Restated Investors’ Rights Agreement, dated as of November 5, 2018, by and among the Company and the investors party thereto (incorporated by reference to Exhibit 4.1 filed with the Company’s Registration Statement on Form S-1 filed with the Commission on April 12, 2019). |
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| 4.4 | | Registration Rights Agreement dated as of June 13, 2025, by and between the Company and Simcere Zaiming, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 16, 2025). |
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| 4.5 | | Registration Rights Agreement, dated as of November 12, 2025, by and between the Company and each purchaser party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 17, 2025). |
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| 10.1 | † | License Agreement, dated as of December 29, 2015, by and between the Company and Yale University (incorporated by reference to Exhibit 10.1 filed with Company’s Registration Statement on Form S-1 filed with the Commission on April 12, 2019). |
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| 10.2 | † | Corporate Sponsored Research Agreement, dated as of December 29, 2015, by and between the Company and Yale University (incorporated by reference to Exhibit 10.2 filed with Company’s Registration Statement on Form S-1 filed with the Commission on April 12, 2019). |
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| 10.3 | † | Amendment to License Agreement and SRA, dated as of April 25, 2020, by and between the Company and Yale University (incorporated by reference to Exhibit 10.3 filed with the Company’s Annual Report on Form 10-K filed with the SEC on March 4, 2021). |
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| 10.4 | + | NextCure, Inc. 2015 Omnibus Incentive Plan, (incorporated by reference to Exhibit 10.6 filed with Company’s Registration Statement on Form S-1 filed with the Commission on April 12, 2019). |
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| 10.5 | + | Form of Stock Option Agreement under the NextCure, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.7 filed with Company’s Registration Statement on Form S-1 filed with the Commission on April 12, 2019). |
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| 10.6 | + | NextCure, Inc. 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 filed with Registration Statement on Form S-1/A filed with the Commission on April 29, 2019). |
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| 10.7 | + | Forms of Incentive and Nonqualified Stock Option Agreement under the NextCure, Inc. 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.9 filed with Company’s Registration Statement on Form S-1/A filed with the Commission on April 29, 2019). |
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| 10.8 | + | Form of Restricted Stock Agreement under the NextCure, Inc. 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 filed with Company’s Registration Statement on Form S-1/A filed with the Commission on April 29, 2019). |
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| 10.9 | + | Form of Restricted Stock Unit Agreement under the NextCure, Inc. 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.11 filed with Company’s Registration Statement on Form S-1/A filed with the Commission on April 29, 2019). |
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| 10.10 | + | NextCure, Inc. 2019 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.12 filed with Company’s Registration Statement on Form S-1/A filed with the Commission on April 29, 2019). |
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| 10.11 | + | Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed with the Commission on September 14, 2020). |
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| 10.12 | + | Form of Indemnification Agreement by and between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.5 filed with Company’s Registration Statement on Form S-1 filed with the Commission on April 12, 2019). |
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| 10.13 | + | Employment Agreement, effective as of July 27, 2020, by and between the Company and Michael Richman (incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed with the Commission on July 31, 2020). |
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| 10.14 | + | Employment Agreement, effective as of July 27, 2020, by and between the Company and Steven P. Cobourn (incorporated by reference to Exhibit 10.2 filed with the Company’s Current Report on Form 8-K filed with the Commission on July 31, 2020). |
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| 10.15 | + | Employment Agreement, effective as of July 27, 2020, by and between the Company and Solomon Langermann, Ph.D. (incorporated by reference to Exhibit 10.3 filed with the Company’s Current Report on Form 8-K filed with the Commission on July 31, 2020). |
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| 10.16 | † | Lease Agreement, dated as of January 30, 2019, by and between the Company and ARE-8000/9000/10000 Virginia Manor, LLC (incorporated by reference to Exhibit 10.14 filed with Company’s Registration Statement on Form S-1 filed with the Commission on April 12, 2019). |
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| 10.17 | † | First Amendment to Lease Agreement, dated as of August 2, 2019, by and between the Company and ARE-8000/9000/10000 Virginia Manor, LLC (incorporated by reference to Exhibit 10.1 filed with Company’s Quarterly Report on Form 10-Q filed on November 12, 2019). |
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| 10.18 | + | Amendment to the NextCure, Inc. 2015 Omnibus Incentive Plan dated as of September 30, 2021 (incorporated by reference to Exhibit 10.1 filed with Company’s Quarterly Report on Form 10-Q filed on November 4, 2021). |
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| 10.19 | † | Amended and Restated Sublease Agreement, dated as of March 15, 2019, by and between the Company and Lupin, Inc. (incorporated by reference to Exhibit 10.4 filed with Company’s Registration Statement on Form S-1 filed with the Commission on April 12, 2019). |
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| 10.20 | † | Second Amendment to License Agreement and SRA, dated as of October 20, 2021, by and between the Company and Yale University. (incorporated by reference to Exhibit 10.23 filed with the Company's Annual Report on Form 10-K filed with the Commission on March 3, 2022). |
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| 10.21 | † | Executive Employment Agreement, effective as of January 11, 2021, by and between the Company and Han Myint, M.D. (incorporated by reference to Exhibit 10.24 filed with the Company's Annual Report on Form 10-K filed with the Commission on March 3, 2022). |
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| 10.22 | † | Second Amendment to Lease Agreement, dated as of February 19, 2020, by and between the Company and ARE-8000/9000/10000 Virginia Manor, LLC. (incorporated by reference to Exhibit 10.25 filed with the Company's Annual Report on Form 10-K filed with the Commission on March 3, 2022). |
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| 10.23 | † | Third Amendment to Lease Agreement, dated as of February 4, 2022, by and between the Company and ARE-8000/9000/10000 Virginia Manor, LLC. (incorporated by reference to Exhibit 10.26 filed with the Company's Annual Report on Form 10-K filed with the Commission on March 3, 2022). |
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| 10.24 | † | Fourth Amendment to Lease Agreement, dated as of June 10, 2022, by and between the Company and ARE-8000/9000/10000 Virginia Manor, LLC (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K filed on March 2, 2023). |
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| 10.25 | † | Third Amendment to SRA, dated as of September 14, 2022, by and between the Company and Yale University (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed on March 2, 2023). |
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| 10.26 | † | Fifth Amendment to Lease Agreement, dated as of November 28, 2022, by and between the Company and ARE-8000/9000/10000 Virginia Manor, LLC (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed on March 2, 2023). |
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| 10.27 | +† | Employment Agreement, effective as of February 28, 2023, by and between the Company and Kevin G. Shaw (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed on March 2, 2023). |
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| 10.28 | | Sales Agreement, dated as of August 4, 2023, by and between the Company and Leerink Partners LLC (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 filed on August 4, 2023). |
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| 10.29 | | Sixth Amendment to Lease Agreement, dated as of April 19, 2023, by and between the Company and ARE-8000/9000/10000 Virginia Manor, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 4, 2023). |
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| 10.30 | † | Research Collaboration and Co-Development Agreement, dated as of November 9, 2022, by and between NextCure, Inc. and LigaChem Biosciences, Inc. (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed on March 21, 2024). |
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| 10.31 | + | Scientific Advisory and Consulting Agreement, dated as of July 2, 2024, by and between NextCure, Inc. and Dr. Han Myint (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 18, 2024). |
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| 10.32 | + | Employment Agreement effective as of February 1, 2025, by and between the Company and Udayan Guha, M.D., PH.D. (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on 10-K filed on March 6, 2025). |
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| 10.33 | † | License Agreement dated June 13, 2025 between the Company and Hainan Simcere Zaiming Pharmaceutical Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 16, 2025). |
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| 10.34 | † | Subscription Agreement, dated as of June 13, 2025, by and between the Company and Simcere Zaiming, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 16, 2025). |
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| 10.35 | | Securities Purchase Agreement, dated November 12, 2025, by and between the Company and each purchaser party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 17, 2025). |
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| 10.36 | | At The Market Offering Agreement, dated December 19, 2025, between the Company and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on December 19, 2025). |
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| 19 | | NextCure, Inc. Trading Compliance Policy (incorporated by reference to Exhibit 19 to the Company’s Annual Report on 10-K filed on March 6, 2025). |
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| 23.1 | * | Consent of Ernst & Young LLP, independent registered public accounting firm. |
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| 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. |
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| 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. |
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| 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. |
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| 97 | | NextCure, Inc. Policy on Recoupment of Incentive Compensation (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed on March 21, 2024). |
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| EX-101.INS | | Inline XBRL Instance Document |
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| EX-101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
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| EX-101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| EX-101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| EX-101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document |
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| EX-101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
- Filed herewith.
- Indicates a management contract or compensatory plan.
† Portions of this exhibit have been omitted in compliance with Item 601 of Regulation S-K.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.