Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* 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).
|
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)
|
|
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)
|
|
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)
|
|
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)
|
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
|
|
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).
|
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
|
| |
|
|
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 [ ].
|
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.
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.
|
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
|
