tm2533949-1_424b5 - none

424B5 1 tm2533949-1_424b5.htm 424B5 tm2533949-1_424b5 - none - 4.843795s

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-273723

As filed with the Securities and Exchange Commission on December 19, 2025

PROSPECTUS SUPPLEMENT
(to Prospectus dated August 4, 2023)

Up to $14,500,000
Common Stock

We have entered into an at the market offering agreement (the “ATM agreement”) with H.C. Wainwright & Co., LLC (“H.C. Wainwright”) relating to shares of our common stock, par value $0.001 per share (the “common stock”), offered by this prospectus supplement (this “prospectus”). In accordance with the terms of the ATM agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $14,500,000 from time to time through H.C. Wainwright acting as our agent.

Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “NXTC.” On December 18, 2025, the last reported sale price of our common stock on Nasdaq was $10.70 per share.

As of December 19, 2025, the aggregate market value of our common stock held by our non-affiliates, as calculated pursuant to the rules of the Securities and Exchange Commission (the “SEC”), was approximately $44.1 million, based upon 3,122,143 shares of our outstanding common stock held by non-affiliates at the per share price of $14.11, the closing sale price of our common stock on Nasdaq on November 24, 2025, a date within 60 days of this prospectus. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public offering with a value exceeding more than one-third of our “public float” (i.e., the market value of our common stock held by our non-affiliates) in any 12 calendar month period so long as our public float remains below $75.0 million. We have not sold any securities in reliance on General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to and including the date of this prospectus.

Sales of our common stock, if any, under this prospectus will be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). H.C. Wainwright is not required to sell any specific amount of securities, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between H.C. Wainwright and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

The compensation to H.C. Wainwright for sales of common stock sold pursuant to the ATM agreement will be an amount equal to 3.0% of the gross proceeds of any shares of common stock sold under the ATM agreement. In connection with the sale of the common stock on our behalf, H.C. Wainwright will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of H.C. Wainwright will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to H.C. Wainwright with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See “Plan of Distribution” beginning on page S-13 for additional information regarding the compensation to be paid to H.C. Wainwright.

We are a “smaller reporting company” under federal securities laws and as such, have elected to comply with reduced public company reporting requirements for this prospectus and the documents incorporated by reference herein and may elect to comply with reduced public company reporting requirements in future filings. See “Prospectus Summary — Implications of Being a Smaller Reporting Company.”

Our business and an investment in our common stock involve significant risks. Before making an investment decision, you should review carefully and consider all of the information set forth in this prospectus and the documents incorporated by reference. These risks are described under the caption “Risk Factors” beginning on page S-4 of this prospectus and in the documents incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

H.C. Wainwright & Co.

The date of this prospectus supplement is December 19, 2025.

	ABOUT THIS PROSPECTUS					S-ii
	PROSPECTUS SUMMARY					S-1
	THE OFFERING					S-3
	RISK FACTORS					S-4
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS					S-6
	USE OF PROCEEDS					S-8
	DESCRIPTION OF CAPITAL STOCK					S-9
	PLAN OF DISTRIBUTION					S-13
	LEGAL MATTERS					S-15
	EXPERTS					S-15
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					S-15

	ABOUT THIS PROSPECTUS					1
	WHERE YOU CAN FIND MORE INFORMATION					2
	INCORPORATION BY REFERENCE					3
	THE COMPANY					4
	RISK FACTORS					6
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS					7
	USE OF PROCEEDS					9
	DESCRIPTION OF CAPITAL STOCK					10
	DESCRIPTION OF DEBT SECURITIES					14
	DESCRIPTION OF WARRANTS					22
	DESCRIPTION OF UNITS					24
	PLAN OF DISTRIBUTION					25
	LEGAL MATTERS					26
	EXPERTS					26

SEC Form 424B5 filed by NextCure Inc.