ネクストキュアの適時開示・重要契約・その他

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 13, 2025

NextCure, Inc.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)		001-38905 (Commission File Number)		47-5231247 (IRS Employer Identification No.)


9000 Virginia Manor Road, Suite 200 Beltsville, Maryland		20705
(Address of principal		(Zip Code)
executive offices)

Registrant's telephone number, including area code: (240) 399-4900

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	NXTC	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01Entry into a Material Definitive Agreement

Licensing Agreement

On June 13, 2025, NextCure, Inc. (“NextCure” or the “Company”) entered into a License Agreement (the “Licensing Agreement”) with Hainan Simcere Zaiming Pharmaceutical Co., Ltd. (“Zaiming”), a biopharmaceutical company based in China. Pursuant to the Licensing Agreement, the Company obtained (1) an exclusive, worldwide (excluding the Zaiming Territory, as identified below) license to develop, manufacture, and commercialize Zaiming’s clinical-stage antibody drug conjugate (“ADC”) candidate, SIM0505 (also known as SCR-9359), and related compounds (the “Zaiming Products”), and (2) a non-exclusive, worldwide (excluding the Zaiming Territory) license to use Zaiming’s ADC platform technology to develop ADCs based on the Company’s proprietary antibodies for an additional novel target (the “NextCure Products”).

Zaiming retained exclusive rights to develop and commercialize the Zaiming Products and any NextCure Products in mainland China, Hong Kong, Macau, and Taiwan (the “Zaiming Territory”).

Under the Licensing Agreement: (i) the Company agreed to pay $17 million to Zaiming, which includes an upfront cash payment of $12 million (the “Initial Payment”) and an additional $5 million that becomes payable upon the earlier of a qualifying financing event or December 31, 2025; (ii) upon initiation of the first Phase 2 clinical trial for SIM0505, the Company will issue to Zaiming $1 million in its common stock, or under certain conditions, pay an equivalent cash amount in lieu of common stock; (iii) the Company will pay Zaiming development and regulatory milestone payments of up to $166.5 million per Zaiming Product and up to $25.5 million per NextCure Product, and commercial sales-based milestone payments of up to $535 million; and (iv) the Company will also pay tiered royalties on annual net sales of licensed products, at rates ranging from mid-single digit to low double digit percentages for Zaiming Products; and low to mid-single digit percentages for NextCure Products, in all cases, subject to standard reductions.

The Company will be responsible for clinical development and commercialization of SIM0505 in the United States and other countries outside of the Zaiming Territory and is obligated to use commercially reasonable efforts to seek regulatory approvals in the U.S. and at least one other major market country. Zaiming retains exclusive rights in the Zaiming Territory and will continue development of SIM0505 in China.

Zaiming will also supply the Company with clinical material from existing inventory for immediate clinical trial needs and support a technology transfer to the Company for the manufacturing of future drug product. Additionally, each party retains ownership of its background IP and new inventions will be owned based on inventorship, with specified provisions for jointly developed IP.

The Licensing Agreement contains standard governance, exclusivity, confidentiality, indemnity, and termination provisions and the term of the Licensing Agreement will continue on a product-by-product, country-by-country basis until the expiration of the applicable royalty term.

The foregoing summary is a summary of the material terms of the Licensing Agreement, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Licensing Agreement, which will be filed as an exhibit in our next quarterly report.

Private Placement

On June 13, 2025, the Company entered into Subscription Agreement (the “Subscription Agreement”) with Simcere Zaiming, Inc., a Delaware corporation and an affiliate of Zaiming (the “Subscriber”) pursuant to which, three Business Days following Zaiming receipt of the Initial Payment, the Company will issue and sell to the Subscriber in a private placement (the “Private Placement”), an aggregate of 4,063,633 shares (the “Shares”) of the common stock of the Company, par value $0.001 per share (the “Common Stock”), at a price of approximately $0.492 per Share for an aggregate purchase price of $2.0 million.

In connection with the Private Placement, the Company also entered into a Registration Rights Agreement with the Subscriber on June 13, 2025 (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Company is obligated (i) to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) to register for resale the Shares, and (ii) to use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as soon as practicable, in each case subject to certain deadlines.

The foregoing descriptions of the Subscription Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the form of Subscription Agreement and the Registration Rights Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The representations, warranties and covenants contained in the Subscription Agreement and the Registration Rights Agreement were made solely for the benefit of the parties to the Subscription Agreements and the Registration Rights Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Subscription Agreement and the Registration Rights Agreement are incorporated herein by reference only to provide investors with information regarding the terms of the Subscription Agreement and the Registration Rights Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

Item 3.02 Unregistered Sales of Equity Securities

To the extent required by Form 8-K, the disclosures in Item 1.01 above are incorporated herein by reference. The securities to be issued and sold to the Subscriber under the Subscription Agreement are not registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The Company relied on this exemption from registration based in part on representations made by the Subscriber. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company.

Item 7.01Regulation FD Disclosure

On June 16, 2025, the Company issued a press release announcing the Licensing Agreement and the Private Placement and made publicly available a corporate presentation that included information on SIM0505.

A copy of the press release and the data presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The exhibits furnished under Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

Item 8.01Other Events

The Company believes that its existing cash, cash equivalents and marketable securities will be sufficient to fund its planned operations into mid-2026. The Company based this estimate on assumptions that may prove to be incorrect, and it could exhaust its available capital resources sooner than it currently expects.

Item 9.01Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.		Description
10.1		Subscription Agreement
10.2		Registration Rights Agreement
99.1		Press release issued by NextCure, Inc. dated June 16, 2025
99.2		Corporate Presentation
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

November
Dated: June 16, 2025	NEXTCURE, INC.

	By:	/s/ Steven P. Cobourn
	Name:	Steven P. Cobourn
	Title:	Chief Financial Officer

EX-10.1 2 nxtc-20250613xex10d1.htm EX-10.1

Exhibit 10.1

SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Subscription Agreement”) is dated as of June 13, 2025 (the “Execution Date”), by and between NextCure, Inc., a Delaware corporation (the “Company”), and Simcere Zaiming, Inc., a Delaware corporation (the “Subscriber”). The Company and the Subscriber are sometimes referred to herein as the “Parties.”

RECITALS

A. WHEREAS, concurrently with the execution of this Subscription Agreement, the Company and an affiliate of the Subscriber, Hainan Simcere Zaiming Pharmaceutical Co., Ltd. (“Zaiming”) are entering into that certain License Agreement, dated as of the date hereof (the “License Agreement”).

B. WHEREAS, the Subscriber desires to subscribe for 4,063,633 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), and the Company desires to issue to Subscriber the Shares, all on the terms and subject to the conditions set forth herein.

C. WHEREAS, the Company and the Subscriber are executing and delivering this Subscription Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) or Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.

D. Concurrently with the execution of this Subscription Agreement, the Company and the Subscriber are entering into a separate registration rights agreement dated as of the date hereof (the “Registration Rights Agreement”).

All capitalized terms not defined herein shall have the meanings assigned to them in the License Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Subscription Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Subscriber hereby agree as follows:

Subscription.

(a)Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby agrees to subscribe for, and the Company hereby agrees to issue to Subscriber, the Shares (such subscription and issuance, the “Subscription”).

(b)At the closing of the Subscription contemplated hereby (the “Closing”), the Subscriber shall make payment for the subscribed Shares by wire transfer of immediately available funds or by bank check in U.S. dollars in the amount of $2,000,000 (the “Subscription Proceeds”)

pursuant to the written instruction of the Company; simultaneously with the payment of such Subscription Proceeds, the Company shall cause the Shares to be delivered to the Subscriber, with the delivery of the Shares to be made through book entry confirmation from the Company’s transfer agent.

Representations and Warranties of the Company.

The Company represents and warrants as of the date hereof to the Subscriber as follows: (i) it has the full corporate power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (ii) this Subscription Agreement has been duly authorized and executed by, and when delivered in accordance with the terms hereof will constitute a valid and binding agreement of, the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (iii) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of the Company’s certificate of incorporation or bylaws and amendments thereto through the date hereof; and (iv) the Shares, when issued and paid for in accordance with the terms of this Subscription Agreement, will be duly authorized, validly issued, fully paid and non-assessable.

Representations, Warranties and Acknowledgments of the Subscriber.

The Subscriber hereby represents and warrants as of the date hereof to the Company as follows: (i) it has the full right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (ii) this Subscription Agreement has been duly authorized and executed by the Subscriber and, when delivered in accordance with the terms hereof, will constitute a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (iii) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of the Subscriber’s governing or organizational documents; (iv) prior to the execution of this Subscription Agreement, neither the Subscriber, nor any of its affiliates, require any consent, approval, authorization, or order of any court or governmental agency or body in connection with the Subscriber’s entry into the transactions contemplated herein except as such as may have already been obtained; (v) at the time the Subscriber was offered the Shares, it was, and at the date hereof it is, and on the date of the Closing it will be, an “accredited investor” as defined in Rule 501(a) under the Securities Act; (vi) the Subscriber is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Shares; (vii) the Subscriber has received and carefully reviewed each of this Subscription Agreement, the Accredited Investor Questionnaire (as defined below and attached hereto as Exhibit A), the License Agreement and any other documents or agreements explicitly contemplated hereunder (collectively, the “Transaction Documents”) and understand the information contained therein, prior to the execution of this Subscription Agreement; (viii) the Subscriber has had a reasonable opportunity to ask questions of and receive answers from the Company’s officers and any other persons authorized by the Company to answer such questions, concerning, among other related matters, the Shares, the Transaction Documents and the business, financial condition, results of operations and prospects of the Company and all such questions have been answered by the Company to the satisfaction of the Subscriber; (ix) the Subscriber has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription or the transactions contemplated hereby; (x) the Subscriber is not relying on the Company or any of its respective employees or agents with respect to the legal, tax, economic and related considerations of an investment in the Shares, and the Subscriber has relied on the advice of, or has consulted with, only its own advisors; (xi) the Subscriber is satisfied that it has received adequate information with respect to all matters which it considers material to its decision to make an investment in the Shares; and (xii) except as set forth below, the Subscriber is not a, and it has no direct or indirect affiliation or association with any, member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or an Associated Person (as such term is defined under the FINRA Rules) as of the date hereof.

The Subscriber hereby also represents and warrants as of the date hereof to the Company that, other than the transactions contemplated hereunder, the Subscriber has not, directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with the Subscriber, executed any transactions in securities of the Company, including “short sales” (“Short Sales”) as defined in Rule 200 of Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), during the period commencing from the time that the Subscriber first became aware of the proposed transactions contemplated hereunder until the date hereof (the “Discussion Time”). The Subscriber has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

Covenants of the Company.

(a)Listing. The Company shall use commercially reasonable efforts to maintain the listing and trading of its Common Stock on the Nasdaq Global Select Market and, in accordance therewith, will use reasonable best efforts to comply in all material respects with the Company’s reporting, filing and other obligations under the rules and regulations of Securities Act, Exchange Act, SEC and Nasdaq.

(b)Stockholder Approval. If approval is required by the applicable rules and regulations of the Nasdaq Global Select Market (or any successor entity) from the stockholders of the Company, including, but not limited to the issuance of all of the Shares (such approval, the “Stockholder Approval”), then the Company shall hold an annual or special meeting of stockholders as soon as practicable following the Execution Date for the purpose of obtaining Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Company does not obtain Stockholder Approval at the first meeting, the Company covenants and agrees that it will submit the proposal for approval of the Company’s stockholders at least semi-annually until such approval is obtained.

(c)Registration of the Shares. As promptly as practical and no later than thirty (30) days after the Closing Date (as defined below), the Company shall file with the SEC the registration statement in connection with the registration under the Securities Act of the Shares in accordance with the Registration Rights Agreement and shall use its reasonable best efforts to cause the registration statement to clear comments from the SEC and become effective.

Covenants of the Subscriber.

(c)Covenant of the Subscriber Regarding Confidentiality. The Subscriber hereby covenants that until such time as the transactions contemplated by this Subscription Agreement are publicly disclosed by the Company through a press release and/or Current Report on Form 8-K, the Subscriber will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

(d)Accredited Investor Questionnaire. Prior to the Closing, the Subscriber shall have executed, truthfully completed and delivered to the Company an Accredited Subscriber Questionnaire substantially in the form of Exhibit A hereto (the “Accredited Investor Questionnaire”).

(e)“Lock-up” Agreement. The Subscriber hereby covenants that it will enter into a lock-up agreement which will have substantively the same terms, including period of time, as (i) any market stand-off and (ii) the lock-up agreements to be entered into by the Company and its directors and officers in connection with any Company fundraising transaction executed on or before December 31, 2025 if so requested or recommended by the underwriters, placement agents or financial advisors in such Company fundraising transaction. The lock-up period for the Subscriber shall be 3 months commencing on the effective date of the registration statement covering the Shares (the “Lock-up Period”), provided, that such Lock-up Period shall not be longer than the lock-up period imposed on the directors, officers or the Company.

(f)Transfer Restrictions.

(i)

Compliance with Laws. In addition to other restrictions set forth in this Section 5, the Subscriber covenants that the Shares may be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with any applicable state and federal securities laws. In connection with any transfer of the Shares other than (i) pursuant to an effective registration statement, (ii) to the Company, or (iii) pursuant to Rule 144 (provided that the Subscriber provides the Company with reasonable assurances (in the form of seller and, if applicable, broker representation letters) that the Shares may be sold pursuant to such rule), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act. As a condition of transfer, any such transferee shall agree

in writing to be bound by the terms of this Subscription Agreement by executing a joinder agreement to each of the same, and shall have the rights of the Subscriber under this Subscription Agreement with respect to such transferred Shares upon such execution.

(ii)

Legends. Book entry confirmations evidencing the Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required, as reasonably determined by the Company:

THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Closing Date and Pre-Closing Conditions.

(g)The Closing shall occur on the third (3rd) Business Day following the date on which Zaiming receives the First Payment in accordance with the Section 6.1(a) of the License Agreement (the “Closing Date”). For purposes of this Subscription Agreement, “Business Day” means a day other than a Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by law to close. The Closing shall not occur unless and until all of the following conditions are satisfied:

The Company’s Common Stock is listed and trading on the Nasdaq Global Select Market and, except as has been publicly disclosed by Company with respect to the minimum bid price requirement of Nasdaq Rule 5810, the Company is in compliance in all material respects with the Company’s reporting, filing and other obligations under the rules and regulations of Securities Act, Exchange Act, SEC and Nasdaq; and

The Company has paid in full the First Payment in accordance with the Section 6.1(a) of the License Agreement, and the receipt of such payment has been confirmed in writing by Zaiming on or after the date of actual receipt.

Termination.

(a)The Subscriber may terminate this Subscription Agreement by written notice to the Company if:

(i)the Company’s Common Stock has been delisted from Nasdaq and is no longer traded on any other publicly traded stock market;

(ii)the License Agreement is terminated;

(iii)the Shares have not been registered pursuant to an effective registration statement within nine (9) months following the Execution Date; or

(iv)any law or order enacted, issued or enforced by any governmental authority that prevents or prohibits consummation of the transactions contemplated hereby.

(b)In the event that the Subscription Agreement is terminated but the License Agreement remains in full force and effect, the respective rights and obligations of the Parties shall be governed by the terms set forth in the License Agreement.

(c)To the extent applicable, termination of this Subscription Agreement shall not affect any rights or liabilities that have accrued to either Party as of the effective date of termination. If this Subscription Agreement is terminated pursuant to Section 7(a)(iii) above, the Subscriber shall be entitled to demand that the Company repurchase such Shares at a repurchase price equal to the Subscription Proceeds that Subscriber paid for the Shares.

Miscellaneous.

(h)This Subscription Agreement constitutes the entire understanding and agreement among the parties with respect to its subject matter, other than the Registration Rights Agreement and the applicable provisions of the License Agreement explicitly referenced herein, there are no agreements or understandings with respect to the subject matter hereof which are not contained in this Subscription Agreement.

(i)This Subscription Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each party and delivered to the other party hereto, it being understood that the parties need not sign the same counterpart. Execution may be made by delivery by facsimile or by e-mail delivery of a “.pdf” format data file.

(j)The provisions of this Subscription Agreement are severable and, in the event that any court or officials of any regulatory agency of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Subscription Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Subscription Agreement and this Subscription Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent possible, so long as such construction does not materially adversely affect the economic rights of either party hereto.

All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing and shall be mailed, hand delivered, sent by a recognized overnight courier or sent via facsimile or by e-mail delivery and confirmed by letter, to the party to whom it is addressed at the following addresses or such other address as such party may advise the other in writing:

If to the Company:NextCure, Inc.

9000 Virginia Manor Rd. Suite 200

Beltsville, MD 20705

Attn: CEO

With a copy to (which shall not constitute notice):

Sidley Austin LLP

2860 Quarry Lake Dr.

Suite 301 Baltimore, MD 21209

Attn: Asher Rubin

If to the Subscriber: Simcere Zaiming, Inc.

20 Acorn Park Drive, Suite 200

Cambridge, MA 02140

Attn: CEO

With a copy to (which shall not constitute notice):

Jun He Law Offices LLC

Suite 1919, 630 Fifth Avenue

New York, NY 10111

Attn: Lan Lou, Esq.

All notices hereunder shall be effective upon receipt by the party to which it is addressed.

No provision of this Subscription Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Subscriber or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Subscription Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

This Subscription Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, each of the Company and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.

NEXTCURE, INC.

By:

_/s/ Michael Richman__
Name: Michael Richman
Title: President & CEO

Date: June 13, 2025

SUBSCRIBER: SIMCERE ZAIMING, INC.

Signature of Subscriber: /s/Tang Renhong
By:
Name:Renhong Tang
Title:CEO of Hainan Simcere Zaiming Pharmaceutical Co., Ltd. (“Zaiming”)

Date: June 13, 2025

EXHIBIT A

EX-10.2 3 nxtc-20250613xex10d2.htm EX-10.2

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 13, 2025, by and among NextCure, Inc., a Delaware corporation (the “Company”), and Simcere Zaiming, Inc., a Delaware corporation (the “Investor”).

This Agreement is made in connection with the Subscription Agreement (the “Subscription Agreement”), dated as of the date hereof, by and between the Company and the Investor. All capitalized terms not defined herein shall have the meanings assigned to them in the Subscription Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Investor agree as follows:

1.Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Advice” has the meaning set forth in Section 6(c).

“Affiliate” means, with respect to any Person, any other person which directly or indirectly controls, is controlled by, or is under common control with, such Person; as such terms are used in and construed under Rule 405 of the Securities Act.

“Agreement” has the meaning set forth in the Preamble.

“Business Day” means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Closing Date” has the meaning set forth in the Subscription Agreement.

“Commission” means the Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par value $0.001 per share, and any securities into which such common stock may hereinafter be reclassified.

“Company” has the meaning set forth in the Preamble.

“Effective Date” means each date that the Registration Statement filed pursuant to Section 2(a) and any post-effective amendment thereto is declared effective by the Commission.

“Effectiveness Deadline” means, with respect to the Initial Registration Statement or the New Registration Statement, the 60th calendar day following the Closing Date (or, in the event the Commission reviews and has written comments to the Initial Registration Statement or the New Registration Statement, the 120th calendar day following the Closing Date); provided, however, that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business.

“Effectiveness Period” has the meaning set forth in Section 2(b).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Filing Deadline” means, with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the 30th calendar day following the Closing Date; provided, however, that if the Filing Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Filing Deadline shall be extended to the next business day on which the Commission is open for business.

“FINRA” has the meaning set forth in Section 3(h).

“Indemnified Party” has the meaning set forth in Section 5(c).

“Indemnifying Party” has the meaning set forth in Section 5(c).

“Initial Registration Statement” means the initial Registration Statement filed pursuant to Section 2(a) of this Agreement.

“Investor” has the meaning set forth in the Preamble.

“Losses” has the meaning set forth in Section 5(a).

“New Registration Statement” has the meaning set forth in Section 2(a).

“Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

“Principal Market” means the Trading Market on which the Common Stock is primarily listed and quoted for trading, which, as of the date hereof, is the Nasdaq Global Select Market.

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means all of the Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, that the Investor has completed and delivered to the Company a Selling Stockholder Questionnaire; and provided, further, that the Shares shall cease to be Registrable Securities upon the earliest to occur of the following: (a) a sale pursuant to a Registration Statement or Rule 144 under the Securities Act (in which case, only such security sold by the Investor shall cease to be a Registrable Security); or (b) such securities becoming eligible for resale by the Investor under Rule 144 without the requirement for the Company to be in compliance with the current public information requirement thereunder and without volume or manner-of-sale restrictions, pursuant to a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent.

“Registration Statements” means any one or more registration statements of the Company filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including, without limitation, the Initial Registration Statement, the New Registration Statement and any Remainder Registration Statements), including (in each case) the amendments and supplements to such Registration Statements, including pre- and post-effective amendments thereto, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such Registration Statements.

“Remainder Registration Statements” has the meaning set forth in Section 2(a).

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such rule.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such rule.

“SEC Guidance” means (a) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff, provided, that any such oral guidance, comments, requirements or requests are reduced to writing by the Commission, and (b) the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Selling Stockholder Questionnaire” means a questionnaire in the form attached as Annex B hereto, or such other form of questionnaire as may reasonably be adopted by the Company from time to time.

“Shares” means the shares of Common Stock issued or issuable to the Investor pursuant to the Subscription Agreement.

“Subscription Agreement” has the meaning set forth in the Preamble.

2.Registration.

(a)As promptly as practical and no later than the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investor may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (or such other form available to register for resale all of the Registrable Securities as a secondary offering) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) a “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). The Company shall notify the Investor in writing promptly upon the filing of the Initial Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform the Investor and use its commercially reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering all of the Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable best efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). The Investor shall not be named as an “underwriter” in any Registration Statement without its prior written consent.

(b)The Company shall use its commercially reasonable best efforts to cause each Registration Statement or any post-effective amendment thereto to be declared effective by the Commission as soon as practicable and, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, no later than the Effectiveness Deadline, and shall use its commercially reasonable best efforts to keep each Registration Statement continuously effective under the Securities Act until the earliest of (i) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Investor; (ii) such time as all Registrable Securities covered by such Registration Statement may be sold (A) without limitations as to volume of sales, method of sale requirements or notice requirements pursuant to Rule 144 and (B) without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1); or (iii) the date that is three (3) years following the Closing Date (the “Effectiveness Period”), provided, that such Effectiveness Period shall be extended for a period of time equal to the Lock-up Period (as defined in the Subscription Agreement). The Company shall, by 5:00 p.m. New York City time on the first Business Day after the Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b).

(c)The Investor agrees to furnish to the Company a completed Selling Stockholder Questionnaire not more than ten (10) Business Days following the date of this Agreement. At least ten (10) Business Days prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement, the Company will notify the Investor of the information the Company requires from the Investor other than the information contained in the Selling Stockholder Questionnaire, if any, which shall be completed and delivered to the Company promptly upon request and, in any event, within three (3) Business Days prior to the applicable anticipated filing date. The Investor further agrees that it shall not be entitled to be named as a selling security holder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless the Investor has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence. The Investor acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(c) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement.

3.Registration Procedures.

In connection with the Company’s registration obligations hereunder, the Company shall:

(a) (i) Subject to Section 3(g), prepare and file with the Commission such amendments (including post-effective amendments) and supplements to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for its Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably practicable to any comments received from the Commission with respect to each Registration Statement or any amendment thereto; and (iv) comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement until such time as all of such Registrable Securities cease to be Registrable Securities or shall have been disposed of (subject to the terms of this Agreement) in accordance with the intended methods of disposition by the Investor as set forth in such Registration Statement as so amended or in such Prospectus as so supplemented; provided, however, that in the event the Company informs the Investor in writing that it does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Investor is required to deliver a Prospectus in connection with any disposition of Registrable Securities, the Investor shall be responsible for the delivery of the Prospectus to the Persons to whom Investor sells any of the Registrable Securities, and the Investor agrees to dispose of Registrable Securities in compliance with the “Plan of Distribution” described in the Registration Statement and otherwise in compliance with applicable federal and state securities laws.

(b)Notify the Investor (which notice shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably practicable via facsimile or electronic mail: (i) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (ii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (iii) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, form of prospectus or amendment or supplement thereto, in light of the circumstances under which they were made), not misleading.

(c)Use commercially reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, as soon as reasonably practicable.

(d)If requested by the Investor, furnish to the Investor, without charge, at least one conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by the Investor (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that the Company shall have no obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system.

(e)Prior to any resale of Registrable Securities by the Investor, use its commercially reasonable efforts to register or qualify or cooperate with the Investor in connection with the registration or qualification (or exemption from the registration or qualification) of such Registrable Securities for resale by the Investor under the securities or “blue sky” laws of such jurisdictions within the United States as the Investor reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject, or file a general consent to service of process in any such jurisdiction.

(f)If requested by Investor, cooperate with Investor to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free, to the extent permitted by the applicable Subscription Agreement and under law, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as the Investor may reasonably request.

(g)Following the occurrence of any event contemplated by Section 3(b), as promptly as reasonably practicable (taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event), prepare a supplement or amendment, including a post-effective amendment, to the affected Registration Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, form of prospectus or amendment or supplement thereto, in light of the circumstances under which they were made), not misleading. If the Company notifies the Investor in accordance with Section 3(b) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Investor shall suspend use of such Prospectus. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(g) to suspend the availability of a Registration Statement and Prospectus for a period not to exceed 45 calendar days (which need not be consecutive days) in any 12-month period.

(h)The Company may require the Investor to furnish to the Company a certified statement as to (i) the number of shares of Common Stock beneficially owned by the Investor and any Affiliate thereof, (ii) any Financial Industry Regulatory Authority, Inc. (“FINRA”) affiliations, (iii) any natural persons who have the power to vote or dispose of the common stock, and (iv) any other information as may be requested by the Commission, FINRA or any state securities commission.

(i)In the event the number of shares available under any Registration Statement is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement, the Company shall amend such Registration Statement (if permissible), or file with the Commission a new registration statement, so as to cover at least all Registrable Securities immediately preceding the date of the filing of such amendment or new registration statement, in each case, as soon as practicable, but in any event not later than fifteen (15) Business Days after the necessity therefor arises. The Company shall use its commercially reasonable best efforts to cause such amendment to such registration statement to become effective as soon as practicable following the filing thereof with the Commission, but in no event later than the applicable Effectiveness Deadline for such registration statement.

4.Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement (excluding any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel for the Investor) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or similar fees or commissions of the Investor or any legal fees or other costs of the Investor. Expenses of any Registration Statement abandoned prior to the effectiveness thereof at the request of the Investor shall be borne by the Investor.

5.Indemnification.

(a)Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless the Investor, its officers, directors, agents and employees , each Person who controls the Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, form of prospectus or amendment or supplement thereto (it being understood that the Investor has approved Annex A hereto for this purpose), or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, form of prospectus or amendment or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent that (A) such untrue statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding the Investor furnished in writing to the Company by the Investor, or to the extent that such information relates to the Investor or its proposed method of distribution of Registrable Securities and was reviewed and approved in writing by the Investor expressly for use in the Registration Statement, Prospectus, form of prospectus or in any amendment or supplement thereto (it being understood that the Investor has approved Annex A hereto for this purpose) or (B) in the case of an occurrence of an event of the type specified in Section 3(b), related to the use by the Investor of an outdated or defective Prospectus after the Company has notified the Investor in writing that the Prospectus is outdated or defective and prior to the receipt by the Investor of the Advice contemplated and defined in Section 6(c) below, or (C) any such Losses arise out of the Investor’s (or any other indemnified Person’s) failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required pursuant to Rule 172 under the Securities Act (or any successor rule), to the Persons asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person, if such statement or omission was corrected in such Prospectus or supplement. The Company shall notify the Investor promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware.

(b)Indemnification by the Investor. The Investor shall and notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or are based solely upon (i) the Investor’s failure to comply with the prospectus delivery requirements of the Securities Act, or (ii) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, form of prospectus or amendment or supplement thereto, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, form of prospectus or amendment or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that (A) such untrue statements or omissions are based upon information regarding the Investor furnished in writing to the Company by the Investor expressly for use therein or (B) such information relates to the Investor and was reviewed and approved in writing by the Investor expressly for use in any Registration Statement, Prospectus, form of prospectus or amendment or supplement thereto (it being understood that the Investor has approved Annex A hereto for this purpose), or (C) in the case of an occurrence of an event of the type specified in Section 3(b), such Losses are related to the use by the Investor of an outdated or defective Prospectus after the Company has notified the Investor in writing that the Prospectus is outdated or defective and prior to the receipt by the Investor of the Advice contemplated in Section 6(c). In no event shall the liability of the Investor be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c)Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable fees and expenses incurred in connection with the defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party has agreed in writing to pay such fees and expenses; (ii) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest would exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided, that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties.

The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding and such settlement does not include any non-monetary limitation on the actions of any Indemnified Party or any of its affiliates or any admission of fault or liability on behalf of any such Indemnified Party. Notwithstanding any other provision of this Section 5(c), if an Indemnified Party withholds its consent to a bona fide settlement offer, where but for such action the Indemnifying Party could have settled a Proceeding, the Indemnifying Party will be required to indemnify the Indemnified Party only up to the amount of the bona fide settlement offer for which the Indemnifying Party could have settled such Proceeding.

Subject to the terms of this Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 5) shall be paid to the Indemnified Party, as incurred, within 20 Business Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally judicially determined to not be entitled to indemnification hereunder. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 5, except to the extent that the Indemnifying Party is materially and adversely prejudiced in its ability to defend such action.

(d)Contribution. If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or

expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 5 was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), (A) the Investor shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by the Investor from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that the Investor has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and (B) no contribution will be made under circumstances where the maker of such contribution would not have been required to indemnify the Indemnified Party under the fault standards set forth in this Section 5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

The indemnity and contribution agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties and are not in diminution or limitation of the indemnification provisions under the Subscription Agreement.

6.Miscellaneous.

(a)Remedies. Subject to the limitations set forth elsewhere in this Agreement, in the event of a breach by the Company or by the Investor of any of their obligations under this Agreement, the Investor or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and the Investor agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agree that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b)Compliance. The Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration Statement, and shall sell the Registrable Securities only in accordance with a method of distribution described in the Registration Statement.

(c)Discontinued Disposition. By its acquisition of Registrable Securities, the Investor agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(b), the Investor will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its commercially reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company may provide appropriate stop orders to enforce the provisions of this paragraph.

(d)Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Investor, and any amendment to any provision of this Agreement made in accordance with this Section 6(d) shall be binding.

(e)Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the applicable Subscription Agreement.

(f)Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of the Investor. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. The Company may not assign its rights (except by merger or in connection with another entity acquiring all or substantially all of the Company’s assets) or obligations hereunder without the prior written consent of the Investor. The Investor may assign its respective rights with respect to any or all of its Shares hereunder in the manner and to the Persons as permitted under the Subscription Agreement; provided that (i) the Investor agrees in writing with the transferee or assignee to assign such rights and related obligations under this Agreement, and for the transferee or assignee to assume such obligations, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being transferred or assigned, (iii) at or before the time the Company received the written notice contemplated by clause (ii) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein, and (iv) the transferee is an “accredited investor,” as that term is defined in Rule 501 of Regulation D.

(g)Execution and Counterparts. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature were the original thereof.

(h)Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws.

(i)Cumulative Remedies. Except as provided herein, the remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(j)Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

(k)Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. Any references to paragraphs, subparagraphs, sections or subsections are to those parts of this Agreement, unless the context clearly indicates to the contrary. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

COMPANY

NextCure, Inc.,

a Delaware corporation

By: /s/ Michael Richman

Name: Michael Richman

Title: President & CEO

[SIGNATURE PAGEOF INVESTORFOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

INVESTOR:

SIMCERE ZAIMING, INC.

AUTHORIZED SIGNATORY

By: /s/Renhong Tang
Name: Renhong Tang
Title: CEO of Hainan Simcere Zaiming Pharmaceutical Co., Ltd. (“Zaiming”)

ANNEX A

PLAN OF DISTRIBUTION

The Investor and any of its assignees and successors-in-interest (collectively the “Selling Stockholders”) may, from time to time, sell any or all of their shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of the following methods when selling shares:

●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

●	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

●	an exchange distribution in accordance with the rules of the applicable exchange;

●	privately negotiated transactions;

●	broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

●	a combination of any such methods of sale; and

●	any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

We are required to pay all fees and expenses incident to the registration of the shares, but not including certain fees and disbursements of counsel to the Selling Stockholders; in addition, a Selling Stockholder will pay all underwriting discounts and selling commissions, if any. We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We may be indemnified by the Selling Stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the Selling Stockholder specifically for use in this prospectus, in accordance with the registration rights agreement, or we may be entitled to contribution.

To the extent required, we will amend or supplement this prospectus to disclose material arrangements regarding the plan of distribution.

To comply with the securities laws of certain jurisdictions, registered or licensed brokers or dealers may need to offer or sell the shares offered by this prospectus. The applicable rules and regulations under the Securities Exchange Act of 1934, as amended, may limit any person engaged in a distribution of the shares of common stock covered by this prospectus in its ability to engage in market activities with respect to such shares. A Selling Stockholder, for example, will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Regulation M of the Exchange Act, which provisions may limit the timing of purchases and sales of any shares of common stock by that Selling Stockholder. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

ANNEX B

EX-99.1 4 nxtc-20250613xex99d1.htm EX-99.1

Exhibit 99.1

NextCure and Simcere Zaiming Announce Strategic Partnership for a Novel Antibody-Drug Conjugate Targeting CDH6

-	NextCure gains global rights to SIM0505 excluding greater China, where Simcere Zaiming will retain rights

-	Phase 1 clinical trial ongoing for SIM0505 in China; U.S. Phase 1 clinical trial is expected to begin in the third quarter of 2025

-	Initial Phase 1 clinical data is expected in the first half of 2026

-	NextCure also gains rights to Simcere Zaiming’s proprietary linker and payload for use in an ADC directed to a NextCure novel target; Simcere Zaiming will have rights to greater China

BELTSVILLE, Md. USA, / Shanghai China, June 16, 2025 – NextCure, Inc. (Nasdaq: NXTC), a clinical-stage biopharmaceutical company committed to discovering and developing novel, first-in-class and best-in-class therapies to treat cancer, and Simcere Zaiming, an oncology-focused biopharmaceutical company and a subsidiary of Simcere Pharmaceutical Group Ltd (HKEX: 2096), today announced a strategic partnership to develop SIM0505, a novel antibody-drug conjugate (ADC) targeting CDH6 (cadherin-6 or K-cadherin) for the treatment of solid tumors. SIM0505 is currently in Phase 1 clinical testing in China; NextCure expects to begin clinical testing in the U.S. in the third quarter of 2025.

SIM0505 is a novel ADC developed by Simcere Zaiming. It is directed to CDH6, a promising anti-tumor target, using a unique binding epitope with increased tumor binding compared to competing candidates. It also features Simcere Zaiming’s proprietary topoisomerase 1 inhibitor (TOPOi) payload, designed for broad anti-tumor activity while offering high systemic clearance to enlarge the therapeutic window. Preclinical studies have demonstrated robust anti-tumor activity across multiple solid tumor models and a promising safety profile in toxicology models.

SIM0505 is currently in Phase 1 dose escalation studies in China. A global dose expansion study is expected following the dose escalation portion of the study to include multiple tumor types. An Investigational New Drug application has been cleared by the U.S. Food and Drug Administration.

The partnership also includes a license for NextCure to access Simcere Zaiming’s proprietary linker and TOPOi payload for a preclinical-stage novel target ADC developed by NextCure. Simcere Zaiming will have Greater China rights to this additional novel target ADC.

“We believe SIM0505 has the potential to be an important new therapy for cancer patients. Partnering with Simcere Zaiming, a leader in antibody-drug conjugates, provides us with an opportunity to advance a class-leading ADC directed to CDH6.

Their proprietary payload is a potent cytotoxin with a potentially improved safety and efficacy profile compared to other topoisomerase inhibitors,” said Michael Richman, NextCure’s president and CEO. “We look forward to initiating clinical development of SIM0505 in the United States.”

“We are very pleased to collaborate with NextCure on the global development of SIM0505," said Renhong Tang, PhD, CEO of Simcere Zaiming. "SIM0505 is a significantly differentiated CDH6 targeting ADC candidate independently developed by Simcere Zaiming. Our alliance reflects NextCure’s recognition of our proprietary ADC platform, and together, we aim to accelerate drug development to benefit more cancer patients worldwide.”

Simcere Zaiming is eligible to receive payments throughout the potential development phases, including upfront payment, development, regulatory and sales milestones up to $745M, as well as tiered royalties up to double digits on net sales outside of the Greater China territory.

About NextCure, Inc.

NextCure is a clinical-stage biopharmaceutical company that is focused on advancing innovative medicines that treat cancer patients that do not respond to, or have disease progression on, current therapies, through the use of differentiated mechanisms of actions including antibody-drug conjugates. We focus on advancing therapies that leverage our core strengths in understanding biological pathways and biomarkers, the interactions of cells, including in the tumor microenvironment, and the role each interaction plays in a biologic response. http://www.nextcure.com

About Simcere Zaiming

Simcere Zaiming is an oncology-focused biopharmaceutical company and a subsidiary of Simcere Pharmaceutical Group Limited (HKEX: 2096, "Simcere"). Founded in 2023, Simcere Zaiming dedicated to developing groundbreaking therapies to meet the unmet clinical needs of cancer patients globally. With a robust and innovative R&D pipeline featuring distinct clinical assets, Simcere Zaiming has successfully launched several innovative products in China, including COSELA®, Enweida®, Endostar®, and Enlituo®. The company is determined to deliver potentially transformative treatment options to cancer patients worldwide through its internal R&D, manufacturing, and commercialization capabilities, complemented by strategic collaborations with leading partners.

NextCure’s Cautionary Statement Regarding Forward-Looking Statements
Some of the statements contained in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including with respect to funding for our operations, objectives and expectations for our business, operations and financial performance and condition, including the progress and results of clinical trials, development plans and upcoming milestones regarding our therapies. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “should,” “due,” “estimate,” “expect,” “intend,” “hope,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “target,” “towards,” “forward,” “later,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or similar language.

Forward-looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from those projected in any forward-looking statement. Such risks and uncertainties include, among others: positive results in preclinical studies may not be predictive of the results of clinical trials; NextCure’s limited operating history and not having any products approved for commercial sale; NextCure’s history of significant losses; NextCure’s need and ability to obtain additional financing on acceptable terms or at all; risks related to clinical development, marketing approval and commercialization; NextCure’s ability to maintain listing of its common stock on the Nasdaq Global Select Market; and NextCure’s dependence on key personnel. More detailed information on these and additional factors that could affect NextCure’s actual results are described under the heading “Risk Factors” in NextCure’s most recent Annual Report on Form 10-K and in NextCure’s other filings with the Securities and Exchange Commission. You should not place undue reliance on any forward-looking statements. Forward-looking statements speak only as of the date of this press release, and NextCure assumes no obligation to update any forward-looking statements, even if expectations change.

NextCure Investor Inquiries

Timothy Mayer, Ph.D.

NextCure, Inc.

Chief Operating Officer

(240) 762-6486

IR@nextcure.com

Simcere Zaiming Contacts

PR contacts: pr@zaiming.com

IR contacts: ir@zaiming.com

EX-99.2 5 nxtc-20250613xex99d2.htm EX-99.2

Exhibit 99.2

NASDAQ: NXTC SIM0505 LNCB74 J U N E 2 0 2 5 Corporate Presentation

Forward-Looking Statements 2 To the extent that statements contained in this presentation are not descriptions of historical facts, they may be deemed to be forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, forecasts, assumptions and other information available to NextCure as of the date hereof. Forward-looking statements include statements regarding NextCure’s expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as “may,” “will,” “potential,” “expects,” “believes,” “intends,” “hope,” “towards,” “forward,” “later” and similar expressions. Examples of forward-looking statements in this presentation include, among others, statements about our licensing agreement with Simcere Zaiming, statements about the development plans for our products, statements about the progress and evaluation and expected timing of results of NextCure’s ongoing or planned clinical trials, expectations regarding the potential benefits, activity, effectiveness and safety of our research stage, preclinical stage, and clinical stage therapeutic candidates, NextCure’s financial guidance, expected upcoming milestones, and NextCure’s plans, objectives and intentions with respect to the discovery and development of therapeutic products. Forward-looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from those projected in any forward-looking statement. Such risks and uncertainties include, among others: positive results in preclinical studies may not be predictive of the results of clinical trials; NextCure’s limited operating history and no products approved for commercial sale; NextCure’s history of significant losses; NextCure’s need to obtain additional financing; risks related to clinical development, marketing approval and commercialization; the unproven approach to the discovery and development of product candidates based on NextCure’s discovery platform; and dependence on key personnel. More detailed information on these and additional factors that could affect NextCure’s actual results are described in NextCure’s filings with the Securities and Exchange Commission (the “SEC”), including in Item 1A of NextCure’s most recent Form 10-K, subsequent Forms 10-Q and elsewhere in the Company’s filings with the SEC. You should not place undue reliance on any forward-looking statements. Forward-looking statements speak only as of the date of this press release, and NextCure assumes no obligation to update any forward-looking statements, except as required by law, even if expectations change.

3 Developing 2 Differentiated ADCs RUNWAY • LNCB74 and SIM0505 Ph1 readouts expected in 1H 2026 • Mid-2026 • Leverage existing infrastructure to initiate US trial in 3Q 2025 • Combine China & US Ph1 data for fast and definitive POC OUR APPROACH NEW OPPORTUNITY • Global rights (ex-China) for Simcere Zaiming’s SIM0505 (CDH6) • Ph1 initiated in China and FDA IND cleared

Novel ADCs: Designed for Multi-Pronged Approach to Improve Efficacy 4 TARGETS PAYLOADS B7-H4 Tubulin Inhibitor LNCB74 CDH6 Topoisomerase 1 Inhibitor SIM0505 •Tumor Eradication •Overcoming Resistance •Increasing Durability •Cancer Types •Limited Treatment Options •Aging Population •Medical Costs

Ongoing Ph1 Trials with Differentiated ADCs 5 PROGRAMS TARGET PAYLOAD PRECLINICAL PHASE 1 LNCB74 B7-H4 MMAE SIM0505 CDH6 TOPOi Co-development with Breast, Ovarian, Endometrial Ovarian, Lung, Renal

6 STRATEGIC PARTNERSHIP Global license (ex China) from Simcere Zaiming DIFFERENTIATED ADC • Proprietary CPT116 TOPOi • Unique epitope & high affinity PH1 CLINICAL ASSET • Clinical trial ongoing in China • NXTC to initiate US Ph1 3Q 2025 • Combine US and China data for speed to POC MULTIPLE INDICATIONS Ovarian, Lung & Renal CDH6 ADC SIM0505

SIM0505 is a Differentiated CDH6 TOPOi ADC 7 Payload CPT116 (TOPOi) GGFG Linker CDH6 mAb DAR 8.0 Cysteine conjugation Gly-Gly-Phe-Gly Provides Tumor-Specific Cleavage Unique Binding Epitope with Increased Affinity High Systemic Clearance for Reduced Toxicity Linker Potent Cytotoxicity with Anticipated Safety Improvement VALIDATED TARGET WITH PROPRIETARY TOPOi PAYLOAD

CDH6 Competition and Differentiation 8 Key Features SIM0505 DS-6000 CUSP06 HS-20124 QLS-5133 ADC Design • CDH6 mAb (EC1) • CDH6 mAb (EC3) • CDH6 mAb (EC3) • CDH6 mAb low affinity • CDH6 mAb (high affinity) • GGFG cleavable linker • GGFG cleavable linker • Dipetide-T1000-e platform • Tetrapeptide cleavable linker • Cleavable linker • TOPO1 inhibitor (CPT116) • TOPO1 inhibitor (DXd) • TOPO1 inhibitor (Exatecan) • Proprietary • TOPO1 inhibitor (QLS6916) • DAR 8 • DAR 8 • DAR 8 • DAR 8 • DAR 8 Stage of Development Ph1 (China); US IND filed and cleared Ph3 Ph1 Ph1 (China) Q2 2025 (IND) Activity (Preclinical/ Clinical) Preclinical: Single dose activity at 1mg/kg in OVCAR-3 (Ovarian), PA-1 (Ov. teratocarcinoma), 786- 0 (renal cell carcinoma) models Ph1 results: Confirmed OVCA ORR: 46% CR:1; PR:22. DCR: 98% Median DOR: 11.2 months Median PFS: 7.9 months Ongoing Ph2/3 study Ph1 results: All tumors ORR: 36% PR:5 Preclinical: Activity in multiple dosing (QWX3) at 1.5 mg/kg (less pronounced) in OVCAR3 model Preclinical: Activity in single lowest dose (12mg/kg) in PA-1 model and 3mg/kg in OVCAR3 models. Common AEs & SAEs No major toxicity observed in NHPs; No ILD reported in NHP tox studies ILD, Anemia, neutropenia, nausea Anemia, neutropenia, thrombocytopenia, fatigue, nausea, diarrhea, & vomiting Unknown Unknown Next Data Readout • 1H 2026 (China & US) • YE 2027 • Unknown Unknown Unknown Based on independent public sources and not based on direct comparisons 2023 ASCO 2025

SIM0505 Antibody Binding Differentiation 9 mAb Human CDH6 Cyno CDH6 Rat CDH6 Mouse CDH6 mAb003-H2L3 0.028 0.029 0.025 0.026 DS-H01L02 0.454 0.148 No binding No binding EC50 (nM) mAb003-H2L3: SIM0505 mAb intermediate Comparator: Analog of DS-H01L02 (DS-6000 mAb intermediate) -5 -4 -3 -2 -1 0 1 2 3 0 1 2 3 4 Human CDH6-His Ab Conc Log(nM) OD450 mAb003-H2L3 Comparator Control -5 -4 -3 -2 -1 0 1 2 3 0 1 2 3 4 Rat CDH6-His Ab Conc Log(nM) OD450 mAb003-H2L3 Comparator Control -5 -4 -3 -2 -1 0 1 2 3 0 1 2 3 4 Mouse CDH6-His Ab Conc Log(nM) OD450 mAb003-H2L3 Comparator Control -5 -4 -3 -2 -1 0 1 2 3 0 1 2 3 4 Cyno CDH6-His Ab Conc Log(nM) OD450 mAb003-H2L3 Comparator Control Courtesy of Simcere Zaiming Human CDH6-His Cyno CDH6-His Rat CDH6-His Mouse CDH6-His

SIM0505 Ovarian Cancer Cell Line Binding Differentiation 10 -3 -2 -1 0 1 2 3 0 2000 4000 6000 8000 10000 12000 OVCAR3 Ab Conc Log(nM) Median MFI SIM0505 Comparator Control -3 -2 -1 0 1 2 3 0 2000 4000 6000 8000 10000 12000 PA-1 Conc (nM) Median MFI SIM0505 Comparator Control Courtesy of Simcere Zaiming Comparator: Analog of DS-6000 OVCAR-3 PA-1

SIM0505 Active in Ovarian and Renal Tumor Models 11 0 5 8 12 16 19 22 27 0 200 400 600 800 1000 OVCAR3 CDX Days after treatment Tumor volume (mm 3 ) No Treatment SIM0505 (3 mg/kg) Comparator (3 mg/kg) 0 4 8 11 15 18 22 25 0 200 400 600 800 1000 PA-1 CDX Days after treatment Tumor volume (mm 3 ) No Treatment SIM0505 (3 mg/kg) Comparator (3 mg/kg) 0 3 8 11 14 17 21 24 28 0 200 400 600 800 1000 786-O CDX Days after treatment Tumor volume m( m 3 ) No Treatment SIM0505 (10 mg/kg) Comparator (10 mg/kg) OVARIAN (OVCAR-3) CDX OVARIAN (PA-1) CDX RCC (786-O) CDX Courtesy of Simcere Zaiming Comparator: Analog of DS-6000 Single dose 6 mice / group Single dose 6 mice / group Single dose 6 mice / group

Accelerating SIM0505 Global Development Expected Data Readout POC 1H 2026 Cohort 1 Cohort 2 Cohort 3 Cohort 4 Backfill Cohorts ✓ 12 Dose Expansion • 6 dose cohorts • Regimen Q3W • N=54 subjects • 3 dose cohorts • 2 tumor types • N=120 subjects • Pre & on treatment biopsies Patient selection strategy Patient selection strategy Dose Escalation Dose Expansion OVARIAN LUNG RENAL Readout: Scans every 6 weeks Endpoint: Safety & ORR (China & US data) Cohort 5 Cohort 6 Zaiming Initiated Ph1 in China March 2025 *Joint Global Development NXTC to enroll patients starting cohort 3 in US *NXTC has global rights, ex-China

SIM0505 Phase 1 Initial Clinical Data Summary (as of April 16, 2025) 13 • 5 patients to date ̶ Dose level 1 (1.6 mg/kg): 3 ̶ Dose level 2 (3.2 mg/kg): 2 • Tumor types ̶ High-grade serous ovarian cancer: 3 ̶ Serous endometrial carcinoma: 1 ̶ Poorly differentiated endometroid adenocarcinoma: 1 • Dose level 1 ̶ No DLTs ̶ No Grade ≥3 TEAEs, SAEs or AEs leading to dose adjustment ̶ 1 Grade 2 TEAE (transient white blood cells count decreased, study drug-related, recovered without medication) • Dose level 2 ̶ Still within DLT period ̶ No DLTs ̶ No Grade ≥3 TEAE or SAE • 6-week tumor assessment • PR seen at the lowest dose ̶ Serous endometrial carcinoma ̶ 43% reduction in target lesions ̶ Reduction in non-target lesions ENROLLMENT SAFETY INITIAL ACTIVITY Courtesy of Simcere Zaiming

EGFRwt, CDH6 H-score 250 EGFRwt, CDH6 H-score 190 EGFRwt/ALKm, CDH6 H-score 213 Expanding in NSCLC 14 Courtesy of Simcere Zaiming *Primary antibody: Caherin-6 (D3T3I, Rabbit mAb, CST; Leica BOND III platform) EGFRwt (H-score 250) EGFRwt (H-score 190) EGFRwt/ALKm (H-score 213) Cancer Stage Sample Type Sub-type Sample size CDH6* 1+/2+/3+ ≥ 10% TC CDH6 H-Score 1 - 99 CDH6 H-Score 100 - 300 IIIB ~VI Tumor Biopsy of Lung Adenocarcinoma EGFRwt 28 21.4% (6/28) 3.6% (1/28) 17.9% (5/28) EGFRm 86 2.3% (2/86) 1.2% (1/86) 1.2% (1/86)

POTENTIAL FOR IMPROVED SAFETY & EFFICACY Opportunity to Develop Differentiated CDH6 ADC Therapeutic 15 CDH6 ADC ONGOING PH1 TRIAL IN CHINA PH1 CLINICAL POC EXPECTED 1H 2026 SIM0505

16 LNCB74 B7-H4 ADC DIFFERENTIATED ADC Unique antibody linker STRATEGIC PARTNERSHIP 50/50 co-development partnership with LigaChem Biosciences MULTIPLE INDICATIONS Breast, Ovarian, Endometrial PH1 CLINICAL ASSET • US clinical trial ongoing • CLIA validated IHC biomarker assay

LNCB74 is a Differentiated Anti-B7-H4 MMAE ADC Fc Modification Protects immune cells Tumor Selectivity Glucuronidase cleavable linker provides improved safety & increased efficacy 17 MMAE DAR 4 Improves targeted release and safety Antibody Linker Payload STRUCTURAL DIFFERENTIATION

LNCB74 Uses Differentiating Glucuronidase Linker Designed for Improved Safety & Increased Efficacy 18 Bloodstream Tissues Cancer Cell Bystander Effect Linker Glucuronidase cleavable Payload Tubulin inhibitor Conjugation Site Specific DAR 4 •Efficient release of toxin •Higher concentration Stable Potent Solution Reduced Toxicity + + Transfer to albumin Released by platelets & neutrophils Unstable Toxicity •Inefficient release of toxin •Lower concentration Less potent Limitation Linker Protease or esterase cleavable Payload Tubulin or Topo-1 inhibitors Conjugation Site Specific or non-specific cysteine DAR ~4, 6, 8 Val-cit Linkers Glucuronidase Linker

Key Differentiating Features of Glucuronidase Linkers 19 Time (Hours) Relative Toxin Concentration per Cancer Cell 100% Val-cit Linker Glucuronidase Linker Control ADC Glucuronidase Linker Val-cit Linker  Site specific attachment to mAb □ Non-specific attachment to mAb  Highly stable linkage □ Unstable linkage ‒ Prone to transferring to albumin ‒ Increases toxicity  Specifically cleaved in cancer cells □ Susceptible to cleavage by platelets and neutrophils, increasing toxicity  Efficient release of payload □ Less efficient release of payload  Higher concentration of cytotoxic drug per cancer cell □ Lower concentration of cytotoxic drug per cancer cell • Improved therapeutic index • Increased potency • Lower toxicity • Less frequent dosing

20 LNCB74 Showed Potent Anti-Tumor Activity in CDX and PDX Models OVARIAN (OVCAR-3-B7-H4-OE) Days from Treatment Initiation Mean Volume (mm3) +/- SEM TNBC (CTG-0012) Mean Volume (mm3) +/- SEM Days from Treatment Initiation BREAST (ZR-75-1) Days from Treatment Initiation Mean Tumor Volume (mm3) +/- SEM CDX PDX Q7D x 3 8 mice / group 1.5 mg/kg: Q7D x 3 4.5 mg/kg: single dose 8 mice / group Single dose 5 mice / group 0 7 14 21 28 35 0 500 1000 1500 2000 No Treatment LNCB74 (6 mg/kg) LNCB74 (3 mg/kg) LNCB74 (1 mg/kg) 0 7 14 21 28 35 42 49 0 500 1000 1500 2000 No Treatment LNCB74 (6 mg/kg) 100% CRs 0 7 14 21 28 35 42 0 500 1000 1500 2000 No Treatment LNCB74 (1.5 mg/kg) LNCB74 (4.5 mg/kg)

B7-H4 Competition and Differentiation Key Features LNCB74 XMT-1660 HS-20089 AZD8205 DB-1312 / BG-C9074 ADC Design • B7-H4 mAb • B7-H4 mAb • B7-H4 mAb • B7-H4 mAb • B7-H4 mAb • Glucuronidase cleavable linker • Protease cleavable linker • Protease cleavable linker • Pegylated Val-Ala cleavable linker • GGFG cleavable linker • Monomethyl Auristatin E (MMAE) • Auristatin F-HPA (Dolasynthen) • TOPO1 inhibitor (Exatecan) • TOPO1 inhibitor (Proprietary) • Non-Pgp substrate payload • DAR 4 • DAR 6 • DAR 6 • DAR 8 • DAR 6 DLT Safe and tolerable up to 10 mg/kg (HNSTD cyno tox) 115 mg/m2 (N=2) 7.2 mg/kg (N=2) 3.2 mg/kg (N=2) 6 mg/kg (N=2) Common AEs No major toxicity observed in NHPs AST increase, Fatigue, Proteinuria, Nausea, Decreased appetite and Anemia Leukopenia, Neutropenia, Nausea, Anemia, Vomiting, Fatigue, Thrombocytopenia, Increased ALT and AST, Anorexia and Hyponatremia Nausea, Neutropenia, Thrombocytopenia, Anemia and WBC decrease Nausea, Fatigue, and Neutropenia RESPONSES • Ph1 study initiated Q1 2025 • All tumor types: 8 PR (N=26) • TNBC: 3 PR (N=13; high B7-H4 expression) • TNBC: 2 PR (N=7; ≤4 prior lines) • TNBC: 6 PR (N=16) • Ovarian: 2 PR (N=3) • Trial in progress poster (cohort 1-PROC and cohort 2- EC) presented during AACR 2025; primary completion 2026 • Ovarian 3 PR (N=7) • Breast 3 PR (N=17) • Endometrial 3 PR (N=12) All tumors 8 PR (N=39) • Ovarian (N=25) • Breast (N=16) • BTC (N=10) • Other (N=4) Data Source 2024 2023 2024 Partnership with 21 2025 Based on independent public sources and not based on direct comparisons 2025 ASCO 2025

LNCB74 is More Effective than Comparator B7-H4-MMAE 22 0 10 20 30 40 0 500 1000 1500 2000 No Treatment LNCB74 (3 mg/kg) Comparator (3 mg/kg) 0 10 20 30 40 0 500 1000 1500 2000 No Treatment Comparator (4.5 mg/kg) LNCB74 (4.5 mg/kg) 0 10 20 30 40 0 500 1000 1500 2000 No Treatment LNCB74 (6 mg/kg) Comparator (6 mg/kg) 30 40 50 60 0 500 1000 1500 2000 No Treatment LNCB74 (3 mg/kg) Comparator (3 mg/kg) 30 40 50 60 0 500 1000 1500 2000 No Treatment LNCB74 (4.5 mg/kg) Comparator (4.5 mg/kg) 30 40 50 60 0 500 1000 1500 2000 No Treatment LNCB74 (6 mg/kg) Comparator (6 mg/kg) HCC1569 HER2+ BC OVCAR3 OC Comparator val-cit MMAE (B7-H4 ADC) WT hG1 Fc ↑ immune cell engagement MMAE payload (DAR4) Stochastic, reduced cystine conjugation [CTSB-cleavable, inter-chain linker] LNCB74 (B7-H4 ADC) LCB site-specific conjugation [GUSB-cleavable, light-chain linker] hG1-LALA Fc ↓↓↓ Limited immune cell engagement MMAE payload (DAR4) 8 mice / group Mean Tumor Volume (mm3) +/- SEM Days from Treatment Initiation

Advancing LNCB74 Development Expected Data Readout POC 1H 2026 Cohort 1 Cohort 2 Cohort 3 Cohort 4 Backfill Cohorts ✓ ✓ 23 Dose Expansion • 4 dose cohorts • Regimen Q3W • N=65 subjects • 2 dose cohorts • 2 tumor types • N=80 subjects • Pre & on treatment biopsies Patient selection strategy Patient selection strategy Dose Escalation Dose Expansion BREAST OVARIAN ENDOMETRIAL Ph1 Dose Escalation Study Initiated January 2025 Readout: Scans every 6 weeks Endpoint: Safety & ORR ✓

IMPROVED SAFETY & INCREASED EFFICACY Opportunity to Develop Differentiated B7-H4 ADC Therapeutic 24 B7-H4 ADC UNMET NEED IN BREAST & GYNECOLOGICAL CANCERS PATIENT SELECTION STRATEGY

25 2026 Expected Milestones & Deliverables • LNCB74 (B7-H4) POC in 1H 2026 (Breast, Ovarian, Endometrial) • SIM0505 (CDH6) POC in 1H 2026 (Ovarian, Lung, Renal) 2026 CLINICAL POC PHASE 1 CLINICAL ASSETS • B7-H4 and CDH6 ADCs • Differentiated ADCs RUNWAY • Mid-2026