SC 13G 1 sc13g.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  

 
SCHEDULE 13G
 
  
 
Under the Securities Exchange Act of 1934
 
  
 
(Amendment No.  __)*
  

 
NextCure, Inc.
  
 
(Name of Issuer)
  

 
Common Stock
  
 
(Title of Class of Securities)
  

 
65343E108
  
 
(CUSIP Number)
  

 
November 6, 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)
 
[x]         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 the disclosures provided in a prior cover page.
 The information required in 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

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

Cormorant Global Healthcare Master Fund, LP
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)          [ ]
 
(b)          [x]
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
 
0 shares
6          Shared Voting Power
 
1,126,211 shares (1,339,314 shares as of the date of filing)
 
Refer to Item 4 below.
7          Sole Dispositive Power
 
0 shares
8          Shared Dispositive Power
 
1,126,211 shares (1,339,314 shares as of the date of filing)

Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,126,211 shares (1,339,314 shares as of the date of filing)

Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
4.95% (4.99% as of the date of filing)

Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)

PN (Partnership)

CUSIP NO.
65343E108

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Global Healthcare GP, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)          [ ]
 
(b)          [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5          Sole Voting Power
 
0 shares
6          Shared Voting Power
 
1,126,211 shares (1,339,314 shares as of the date of filing)
 
Refer to Item 4 below.
7          Sole Dispositive Power
 
0 shares
8          Shared Dispositive Power
 
1,126,211 shares (1,339,314 shares as of the date of filing)

Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,126,211 shares (1,339,314 shares as of the date of filing)

Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
4.95% (4.99% as of the date of filing)

Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)

CUSIP NO.
65343E108

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Asset Management, LP
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)          [ ]
 
(b)          [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5          Sole Voting Power
 
0 shares
6          Shared Voting Power
 
1,200,000 shares (1,428,577 shares as of the date of filing)

Refer to Item 4 below.
7          Sole Dispositive Power
 
0 shares
8          Shared Dispositive Power
 
1,200,000 shares (1,428,577 shares as of the date of filing)

Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,200,000 shares (1,428,577 shares as of the date of filing)

Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
5.27% (5.33% as of the date of filing)

Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
PN (Partnership)

CUSIP NO.
65343E108

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Bihua Chen
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)          [ ]
 
(b)          [x]
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
 
1,200,000 shares (1,428,577 shares as of the date of filing)

Refer to Item 4 below.
7          Sole Dispositive Power
 
0 shares
8          Shared Dispositive Power
 
1,200,000 shares (1,428,577 shares as of the date of filing)

Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,200,000 shares (1,428,577 shares as of the date of filing)

Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
5.27% (5.33% as of the date of filing)

Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
IN (Individual)

CUSIP NO.
65343E108

Item 1.
 
 
(a)
Name of Issuer
     
   
NextCure, Inc.
 
 
(b)
Address of Issuer’s Principal Executive Offices
   
 
9000 Virginia Manor Road, Suite 200
Beltsville, Maryland 20705

Item 2.
 
 
(a)
Name of Person Filing
     
   
Cormorant Global Healthcare Master Fund, LP
Cormorant Global Healthcare GP, LLC
Cormorant Asset Management, LP
Bihua Chen
 
 
(b)
Address of Principal Business Office or, if none, Residence
     
   
200 Clarendon Street, 52nd Floor
Boston, MA 02116
 
 
(c)
Citizenship
   
 
Cormorant Global Healthcare Master Fund, LP - Cayman Islands
Cormorant Global Healthcare GP, LLC - Delaware
Cormorant Asset Management, LP - Delaware
Bihua Chen - United States
 
 
(d)
Title of Class of Securities
     
   
Common Stock
 
 
(e)
CUSIP Number
   
65343E108

CUSIP NO.
65343E108

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act
 
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
 
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.
Ownership***
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
Amount Beneficially Owned***
   
 
Cormorant Global Healthcare Master Fund, LP – 1,126,211 shares (1,339,314 shares as of the date of filing)
Cormorant Global Healthcare GP, LLC – 1,126,211 shares (1,339,314 shares as of the date of filing)
Cormorant Asset Management, LP – 1,200,000 shares (1,428,577 shares as of the date of filing)
Bihua Chen – 1,200,000 shares (1,428,577 shares as of the date of filing)
     
 
(b)
Percent of Class
   
 
Cormorant Global Healthcare Master Fund, LP – 4.95% (4.99% as of the date of filing)
Cormorant Global Healthcare GP, LLC – 4.95% (4.99% as of the date of filing)
Cormorant Asset Management, LP – 5.27% (5.33% as of the date of filing)
Bihua Chen – 5.27% (5.33% as of the date of filing)

 
(c)
Number of shares as to which such person has:
 
   
(i)
sole power to vote or to direct the vote

CUSIP NO.
65343E108

     
Cormorant Global Healthcare Master Fund, LP - 0 shares
Cormorant Global Healthcare GP, LLC - 0 shares
Cormorant Asset Management, LP - 0 shares
Bihua Chen - 0 shares
 
   
(ii)
shared power to vote or to direct the vote
     
 
Cormorant Global Healthcare Master Fund, LP – 1,126,211 shares (1,339,314 shares as of the date of filing)
Cormorant Global Healthcare GP, LLC – 1,126,211 shares (1,339,314 shares as of the date of filing)
Cormorant Asset Management, LP – 1,200,000 shares (1,428,577 shares as of the date of filing)
Bihua Chen – 1,200,000 shares (1,428,577 shares as of the date of filing)
   
(iii)
sole power to dispose or to direct the disposition of
     

Cormorant Global Healthcare Master Fund, LP - 0 shares
Cormorant Global Healthcare GP, LLC - 0 shares
Cormorant Asset Management, LP - 0 shares
Bihua Chen - 0 shares
 
   
(iv)
shared power to dispose or to direct the disposition of
     
 
Cormorant Global Healthcare Master Fund, LP – 1,126,211 shares (1,339,314 shares as of the date of filing)
Cormorant Global Healthcare GP, LLC – 1,126,211 shares (1,339,314 shares as of the date of filing)
Cormorant Asset Management, LP – 1,200,000 shares (1,428,577 shares as of the date of filing)
Bihua Chen – 1,200,000 shares (1,428,577 shares as of the date of filing)

 
*** Shares reported herein for Cormorant Asset Management, LP represent shares which are beneficially by Cormorant Global Healthcare Master Fund, LP (the “Master Fund”), as reported herein, and a managed account (the “Account”).  Cormorant Global Healthcare GP, LLC serves as the general partner of the Master Fund. Cormorant Asset Management, LP serves as the investment manager to the Master Fund and the Account.  Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC and the general partner of Cormorant Asset Management, LP.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
 
The percentages reported herein with respect to the Reporting Persons' holdings as of November 6, 2019 are calculated based upon there being 22,753,960 shares of Common Stock issued and outstanding as of November 8, 2019, as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2019, as filed with the Securities and Exchange Commission on November 12, 2019.

The percentages reported herein with respect to the Reporting Persons' holdings as of the date of filing are calculated based upon a statement in the Issuer's Prospectus dated November 14, 2019, as filed with the Securities and Exchange Commission on November 18, 2019, that there would be 26,816,537 shares of common stock of the Issuer outstanding immediately after public offering to which the Prospectus related.
 

Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].
 
CUSIP NO.
65343E108

Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
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.
Certification
 
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.

Exhibits Exhibit
 
 
99.1
Joint Filing Agreement by and among the Reporting Persons.

CUSIP NO.
65343E108

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.
 
November 18, 2019
 


 
CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP
 
By: Cormorant Global Healthcare GP, LLC
 
       its General Partner
   
 
By: /s/ Bihua Chen
 
Bihua Chen, Managing Member
   
 
CORMORANT GLOBAL HEALTHCARE GP, LLC
   
 
By: /s/ Bihua Chen
 
Bihua Chen, Managing Member
   
 
CORMORANT ASSET MANAGEMENT, LP
 
By: Cormorant Asset Management GP, LLC
 
       its General Partner
   
 
By: /s/ Bihua Chen
 
Bihua Chen, Managing Member
   
 
/s/ Bihua Chen
 
Bihua Chen