SecProbe.io

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 9000 Virginia Manor Road, Suite 200

 Beltsville, Maryland 20705

 Tel :
(240) 399-4900

 July 28, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3720

 Attention:
 Tim Buchmiller

 Re:
 NextCure, Inc.

 Registration Statement on Form S-3

 File No. 333-288763

 Acceleration Request

 Requested Date:
 July 29, 2025

 Requested Time:
 4:00 P.M., Eastern Time

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, NextCure, Inc. (the " Company ") hereby requests
that the effective date of the above-referenced Registration Statement on Form S-3 (the " Registration Statement "),
be accelerated so that the Registration Statement will become effective at 4:00 P.M., Eastern Time, on July 29, 2025, or as
soon thereafter as practicable or at such later time as the Company or its counsel may orally request via telephone call to the staff
of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

 Please contact Kostian
Ciko of Sidley Austin LLP at (212) 839-5450 with any questions regarding the foregoing and to confirm the effectiveness of the Registration
Statement.

 Very truly yours,

 /s/ Michael Richman

 Michael Richman

 Chief Executive Officer

 NextCure, Inc.

 cc:
 Steven Cobourn, NextCure, Inc.

 Asher Rubin, Sidley Austin LLP

 Istvan A. Hajdu, Sidley Austin LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 24, 2025

Michael Richman
Chief Executive Officer
NextCure, Inc.
9000 Virginia Manor Road, Suite 200
Beltsville, Maryland 20705

 Re: NextCure, Inc.
 Registration Statement on Form S-3
 Filed July 18, 2025
 File No. 333-288763
Dear Michael Richman:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Tim Buchmiller at 202-551-3635 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Kostian Ciko, Esq.
</TEXT>
</DOCUMENT>

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August
9, 2023

Via
EDGAR

U.S. Securities
and Exchange Commission

Division
of Corporation Finance

100 F Street,
N.E.

Washington,
D.C. 20549-3720

Attention: Dillon
                                            Hagius

    Re:
    Acceleration
    Request for NextCure, Inc.

    Registration
    Statement on Form S-3 (File No. 333-273723)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, NextCure, Inc. (the “Company”), hereby requests that
the effective date of the Company’s Registration Statement on Form S-3, Registration Number 333-273723 (the “Registration
Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:00 P.M., Eastern
Time or as soon thereafter as practicable, on August 11, 2023, or at such later time as the Company
or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange
Commission.

[Signature
Page Immediately Follows]

We
would appreciate it if, as soon as the Registration Statement is declared effective, you would so inform Istvan A. Hajdu of Sidley Austin LLP at
(212) 839-5651.

    Very truly yours,

    /s/ Michael Richman

    Michael Richman

    President and Chief Executive Officer

    cc:
    Steven P. Cobourn, NextCure, Inc.

    Asher M. Rubin, Sidley Austin LLP

    Istvan A. Hajdu, Sidley Austin LLP

    Kostian Ciko, Sidley Austin LLP

United States securities and exchange commission logo
August 8, 2023
Michael Richman
Chief Executive Officer
NextCure, Inc.
9000 Virginia Manor Road, Suite 200
Beltsville, Maryland 20705
Re:NextCure, Inc.
Registration Statement on Form S-3
Filed August 4, 2023
File No. 333-273723
Dear Michael Richman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Kostian Ciko

United States securities and exchange commission logo
April 29, 2021
Steven Cobourn
Chief Financial Officer
NextCure, Inc.
9000 Virginia Manor Road, Suite 200
Beltsville, MD 20705
Re:NextCure, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 4, 2021
File No. 001-38905
Dear Mr. Cobourn:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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April 26, 2021

Securities and Exchange Commission

Office of Life Sciences

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Tara Harkins and Kevin Kuhar

Re: NextCure, Inc.

Form 10-K for the Fiscal Year Ended December 31,
2020 Filed March 4, 2021

File No. 001-38905

Ladies and Gentlemen:

This letter sets forth responses of NextCure,
Inc. (the “Company”) to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) set forth in your letter dated April 15, 2021, with respect to the above referenced
Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Form 10-K”).

The text of the Staff’s comment has
been included in this letter for your convenience, along with the Company’s response.

Form 10-K for the Fiscal Year Ended December 31,
2020 Exhibits

 1. We note the certifications provided in Exhibits 31.1 and 31.2 do not include paragraph 4(b) and the
introductory language in paragraph 4 referring to internal control over financial reporting after the end of the transition period that
allows these omissions. Please amend the filing to provide revised certifications. You may file an abbreviated amendment that is limited
to the cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certification. Refer to Exchange Act Rule 13a-14(a)
and Item 601(b)(31) of Regulation S-K.

Response:
The Company acknowledges the Staff’s comment and has filed an amendment to the Form 10-K, which includes revised certifications
to include paragraph 4(b) and the introductory language in paragraph 4 referring to internal control over financial reporting.

The
Company acknowledges that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the Staff.

Securities and Exchange Commission

Office of Life Sciences

Division of Corporation Finance

April 26, 2021

Page 2

We hope that the foregoing
has been responsive to the Staff’s comment. If you have any questions related to this letter, please contact the undersigned at
(240) 479-2718 or Andrea Reed at (312) 853-7881 of Sidley Austin LLP.

    Sincerely,

    /s/ Steven P. Cobourn

    Steven P. Cobourn

    Chief Financial Officer

NextCure, Inc., 9000 Virginia Manor Road, Suite 200, Beltsville,
Maryland 20705

United States securities and exchange commission logo
April 15, 2021
Steven Cobourn
Chief Financial Officer
NextCure, Inc.
9000 Virginia Manor Road, Suite 200
Beltsville, MD 20705
Re:NextCure, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 4, 2021
File No. 001-38905
Dear Mr. Cobourn:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2020
Exhibits
1.We note the certifications provided in Exhibits 31.1 and 31.2 do not include paragraph
4(b) and the introductory language in paragraph 4 referring to internal control over
financial reporting after the end of the transition period that allows these omissions. Please
amend the filing to provide revised certifications. You may file an abbreviated amendment
that is limited to the cover page, explanatory note, signature page and paragraphs 1, 2, 4
and 5 of the certification. Refer to Exchange Act Rule 13a-14(a) and Item 601(b)(31) of
Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameSteven Cobourn
 Comapany NameNextCure, Inc.
 April 15, 2021 Page 2
 FirstName LastName
Steven Cobourn
NextCure, Inc.
April 15, 2021
Page 2
            You may contact Tara Harkins at (202) 551-3639 or Kevin Kuhar, Accounting Branch
Chief, at (202) 551-3662 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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November 12, 2019

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Gregory Dundas

Re:                             NextCure, Inc.

Registration Statement on Form S-1 (File No. 333-234639)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 5:00 p.m. Eastern Time, on Thursday, November 14, 2019 or as soon thereafter as practicable.

[Signature page follows]

Very truly yours,

MORGAN STANLEY &   CO. LLC

BOFA SECURITIES, INC.

PIPER JAFFRAY &   CO.

As representatives of the   Underwriters

MORGAN STANLEY &   CO. LLC

By:

/s/ Chris Rigoli

Name:

Chris Rigoli

Title:

Vice President

BOFA   SECURITIES, INC.

By:

/s/ Greg Butz

Name:

Greg Butz

Title:

Managing Director

PIPER JAFFRAY &   CO.

By:

/s/ Chad Huber

Name:

Chad Huber

Title:

Managing Director

[Signature Page to NextCure, Inc. Acceleration Request]

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NextCure, Inc.

9000 Virginia Manor Road, Suite 200

Beltsville, Maryland 20705

November 12, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Office of Healthcare and Insurance

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

NextCure, Inc.
   Registration Statement on Form S-1
   File No. 333-234639

Acceleration   Request

Requested   Date:

Thursday,   November 14, 2019

Requested   Time:

5:00   P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), NextCure, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) to become effective on November 14, 2019, at 5:00 p.m. Eastern Time, or as soon thereafter as is practicable, or at such other time as the Company may orally request by telephone. The Company hereby authorizes William Intner and Nick Hoover of Hogan Lovells US LLP, counsel to the Company, to make such request on its behalf. In making this request, the Company acknowledges that it is aware of its responsibilities under the Act.

Please direct any questions or comments concerning this request to Mr. Intner at (410) 659-2778, and once the Registration Statement has been declared effective, please notify Mr. Intner by calling him at the same phone number.

Very truly yours,

NextCure, Inc.

/s/ Steven P. Cobourn

By:    Steven P. Cobourn

Title: Chief Financial   Officer

November 6, 2019
Michael Richman
Chief Executive Officer
NextCure, Inc.
9000 Virginia Manor Road, Suite 200
Beltsville, Maryland 20705
Re:NextCure, Inc.
Draft Registration Statement on Form S-1
Submitted on October 29, 2019
CIK No. 0001661059
Dear Mr. Richman:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Gregory Dundas, Attorney Adviser, at (202) 551-3436 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       William Intner, Esq.

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NextCure, Inc.

9000 Virginia Manor Road, Suite 200

Beltsville, Maryland 20705

May 6, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Office of Healthcare and Insurance

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:                             NextCure, Inc.

Registration Statement on Form S-1

File No. 333-230837

Acceleration Request

Requested Date:                              Wednesday, May 8, 2019

Requested Time:                          4:00 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), NextCure, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) to become effective on May 8, 2019, at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable, or at such other time as the Company may orally request by telephone. The Company hereby authorizes William Intner and Nick Hoover of Hogan Lovells US LLP, counsel to the Company, to make such request on its behalf. In making this request, the Company acknowledges that it is aware of its responsibilities under the Act.

Please direct any questions or comments concerning this request to Mr. Intner at (410) 659-2778, and once the Registration Statement has been declared effective, please notify Mr. Intner by calling him at the same phone number.

Very truly yours,

NextCure, Inc.

/s/ Steven P. Cobourn

By:

Steven P. Cobourn

Title:

Chief Financial Officer

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Hogan   Lovells US LLP

Harbor   East

100   International Drive

Suite 2000

Baltimore,   MD 21202

T  +1 410 659 2700

F  +1 410 659 2701

www.hoganlovells.com

*FOIA   Confidential Treatment Request*

Confidential   Treatment Requested

by   NextCure, Inc. in connection with

Registration   Statement on Form S-1

(File   No. 333-230837)

April 17, 2019

BY EDGAR AND COURIER

Office of Healthcare and Insurance

Division of Corporation Finance
 Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Donald E. Field

Dietrich King

William Demarest

Yolanda Trotter

Re:

NextCure, Inc.

Registration Statement on Form S-1

File No. 333-230837

Ladies and Gentlemen:

On behalf of NextCure, Inc. (the “Company”), in response to your letter dated February 22, 2019 (the “Comment Letter”) relating to the Company’s Registration Statement on Form S-1 (the “Registration Statement”), originally confidentially submitted to the Securities and Exchange Commission (the “Commission”) on January 30, 2019, amended on March 5, 2019 and April 1, 2019 and subsequently publicly filed by the Company with the Commission on April 12, 2019, we submit this supplemental letter to further address comment 6 of the Comment Letter.

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act

Certain confidential information contained in this letter marked by bracketed asterisks ([***]) has been omitted and filed separately with the Commission pursuant to 17 C.F.R. §200.83.

Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia.  “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in:  Alicante   Amsterdam   Baltimore   Beijing   Birmingham   Boston   Brussels   Colorado Springs   Denver   Dubai   Dusseldorf   Frankfurt   Hamburg   Hanoi   Ho Chi Minh City   Hong Kong   Houston   Johannesburg   London   Los Angeles   Luxembourg   Madrid   Mexico City   Miami   Milan   Minneapolis   Monterrey   Moscow   Munich   New York   Northern Virginia   Paris   Perth   Philadelphia   Rio de Janeiro   Rome   San Francisco   São Paulo   Shanghai   Silicon Valley   Singapore   Sydney   Tokyo   Warsaw   Washington DC   Associated offices: Budapest   Jakarta   Shanghai FTZ   Ulaanbaatar   Zagreb.  Business Service Centers:  Johannesburg   Louisville.  For more information see www.hoganlovells.com

Operations, as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

For ease of reference, we have recited the prior comment from the Staff in italicized type and have followed the comment with the Company’s response.

6.              We note your disclosure, on page 80, concerning common stock valuations. Once you have an estimated offering price or range, please explain to us how you determined the fair value of the common stock underlying your equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the initial public offering and the estimated offering price. This information will help facilitate our review of your accounting for equity issuances including stock compensation and beneficial conversion features.

The Company respectfully submits the below additional information to assist the Staff in its review of the Company’s position with respect to its determination of the fair value of its common stock underlying its outstanding equity awards and the reasons for the differences between the recent valuation of its common stock and the estimated offering price for its initial public offering (“IPO”).

Preliminary IPO Price Range

The Company advises the Staff that, while not reflected in the Registration Statement, the Company preliminarily estimates a price range of approximately $[***] per share to $[***] per share (the “Price Range”) for its IPO, before giving effect to an anticipated reverse stock split. This range implies a valuation for the Company of approximately $[***] to $[***]. While the Company believes that the foregoing indicative price range will not be subject to significant change, the final IPO price range has not yet been determined and remains subject to adjustment based on factors outside the Company’s control, as well as future negotiation between the Company and the lead underwriters. A bona fide price range will be included in an amendment to the Registration Statement prior to any distribution of the preliminary prospectus in connection with the Company’s roadshow.

As is typical in IPOs, the Price Range was not derived using a formal determination of fair value, but was determined by negotiations between the Company and the underwriters. Among the factors that were considered in setting the Price Range were the following:

·                  the general conditions of the securities market and the recent market prices of, and the demand for, publicly traded common stock of comparable companies;

·                  the Company’s financial condition and prospects;

·                  estimates of business potential and earnings prospects for the Company and the industry in which it operates;

·                  recent performance of IPOs of companies in the biotechnology sector;

·                  business developments impacting the Company; and

·                  input received from the lead underwriters, including discussions that took place with senior management of the Company and the Company’s Board of Directors (the “Board”).

CONFIDENTIAL TREATMENT REQUESTED BY NEXTCURE, INC.

2

The Price Range does not take into account the current lack of liquidity for the Company’s common stock and assumes a successful IPO with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company.

Based on discussions with the underwriters, the Company expects to include the Price Range in an amendment to the Registration Statement that will shortly precede the commencement of the Company’s roadshow. However, due to the recent volatility in the financial markets and the volatilities evident in the market for recent IPO issuers, the Price Range of the common stock may change. The parameters of the Price Range will be subject to then-current market conditions, continuing discussions with the underwriters and any business developments impacting the Company.

The Company confirms to the Staff that in accordance with Item 501(b)(3) of Regulation S-K and CD&I 134.04, the Price Range will be no more than $2.00, if the maximum price is $10.00 per share or less, or 20%, if the maximum price is greater than $10.00 per share.

Summary of Recent Equity Awards

The Company is providing the following supplemental information to the Staff to facilitate its review process. In the last 12 months, the Company has issued the following equity awards to its employees, consultants and members of its Board, all in the form of stock option grants:

Grant Date

Number of
   Shares
   Underlying
   Options

Exercise
   Price per
   Share

Common
   Stock
   Fair Value
   Per Share
   on
   Grant Date

August 27,   2018

[***]

$

[***]

$

[***]

December 21,   2018

[***]

$

[***]

$

[***]

Historical Determinations of Fair Value of Common Stock

As there has been no public market for the Company’s common stock to date, the estimated fair value of its common stock has been determined by the Board, as of the date of each option grant, with input from management, considering the Company’s most recent arm’s-length sales of its common stock and preferred stock, and third-party valuations of its common stock, as well as the Board’s assessment of additional objective and subjective factors that the Board believed were relevant and that may have changed from the date of the most recent sale of common stock or third-party valuation through the date of the grant. The Board considered various objective and subjective factors to determine the fair value of the common stock as of each grant date, including:

·                  the prices at which the Company sold preferred stock and the superior rights and preferences of the preferred stock relative to the common stock at the time of each grant;

·                  the progress of the Company’s research and development programs, including the status of preclinical studies and clinical trials for its product candidates;

·                  the Company’s stage of development and its business strategy;

CONFIDENTIAL TREATMENT REQUESTED BY NEXTCURE, INC.

3

·                  external market conditions affecting the biotechnology industry and trends within the biotechnology industry;

·                  the Company’s financial position, including cash on hand, and its historical and forecasted performance and operating results;

·                  corporate development activities;

·                  the lack of an active public market for the common stock and preferred stock;

·                  the likelihood of achieving a liquidity event, such as an IPO, in light of prevailing market conditions;

·                  the Company’s IPO timeline, readiness and process-related activities; and

·                  the analysis of IPOs and the market performance of similar companies in the biotechnology industry.

In August 2018, the Company granted options to purchase an aggregate of [***] shares of common stock at an exercise price of $[***] per share. The fair value per share at the time of the grants was determined to be $[***] based on a number of factors, including (i) an independent third-party valuation that relied primarily on the option-pricing method (“OPM”) and set the fair value of the common stock at $[***] per share as of March 31, 2018 and (ii) that there were no significant value inflection points between the March 31, 2018 valuation and the August 2018 grants.

In October 2018, the Company initiated a Phase 1/2 clinical trial of its lead product candidate, NC318, in patients with advanced or metastatic solid tumors.

In November 2018, the Company entered into a multi-year collaboration agreement with Eli Lilly and Company (“Lilly”) focused on the discovery and development of immunomedicines for oncology using the Company’s FIND-IO platform.

In November 2018, the Company issued 15,052,117 shares of Series B-1 Preferred Stock to accredited investors at an issuance price of $1.59 per share, 34,276,734 shares of Series B-2 Preferred Stock to accredited investors at an issuance price of $1.59 per share and 7,500,000 shares of Series B-3 Preferred Stock to Lilly at an issuance price of $2.00 per share.

In the course of granting stock options and preparing for its IPO, the Company obtained a third-party valuation of its common stock as of November 30, 2018. The third-party valuation resulted in a valuation of the Company’s common stock of $[***] per share as of November 30, 2018 (the “November Valuation”).

On December 21, 2018, the Company granted options to purchase an aggregate of [***] shares of common stock (the “December Awards”). For purposes of the December Awards, the Board established the per-share exercise prices in accordance with the November Valuation.

The third-party valuations described above were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

CONFIDENTIAL TREATMENT REQUESTED BY NEXTCURE, INC.

4

In order to determine the estimated fair value of the shares of common stock, the Company and the third-party valuation firm utilized the hybrid method, which used market approaches to estimate the Company’s enterprise value. The hybrid method is a probability-weighted expected return method, where the equity value in one or more of the scenarios is calculated using the OPM.

Summary

The Company believes that the primary differences between the per share value determined in the November Valuation and the estimated Price Range are a result of the following:

1.              The Price Range assumes a successful IPO, with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company. In contrast, the November Valuation included two IPO scenarios, which were weighted at an aggregate probability of [***]%, as well as a stay-private scenario, which was weighted at [***]%. In the November Valuation, the two IPO scenarios analyzed an “early” IPO valuation ($[***]), which was weighted at [***]%, and a “late” IPO valuation ($[***]), which was weighted at [***]%. The IPO scenarios within the November Valuation yielded a valuation range of the Company’s common stock of $[***] per share in the late IPO scenario to $[***] per share in the early IPO scenario, prior to the application of a discount for lack of marketability of [***]%. The Price Range necessarily assumes that the IPO has occurred and that a public market for the Company’s common stock has been created, and, therefore, excludes any discount for lack of marketability of the Company’s common stock, which was appropriately taken into account in the November Valuation. If the Company had applied a weighting of [***]% to the IPO scenarios (based on a probability weighting of the two IPO scenarios), the fair value of the Company’s common stock in the November Valuation would have been $[***] per share (before giving effect to any discount for lack of marketability).

2.              The November Valuation used a share count for the denominator that included the Company’s full available stock option pool. In contrast, in calculating the preliminary Price Range, the Company, in consultation with the underwriters, used the treasury stock method for calculating dilution from issued and outstanding stock options, which resulted in a slightly smaller denominator.

3.              In the stay-private scenario within the November Valuation, which was weighted at [***]%, in part reflecting the extreme recent volatility and unpredictability of U.S. capital markets in general and in the market for life science company IPOs in particular, the Company took into account the liquidation preferences attributable to the shares of the Company’s outstanding preferred stock in preference to the common stock. Using the OPM, the Company estimated that the fair value of its common stock would only be $[***] per share in this stay-private scenario. In the stay-private scenario, the Company assumed a discount for lack of marketability of [***]%.

4.              Between the time of the November Valuation and the date hereof, the Company received preliminary interim data from its ongoing Phase 1/2 clinical trial of its lead product candidate, NC318, in patients with advanced or metastatic solid tumors, confidentially submitted to the Commission and subsequently publicly filed the Registration Statement, and held “testing-the-waters” meetings at which the Company received positive feedback from potential investors.

5.              The enterprise value in the November Valuation did not reflect any input received from the underwriters, including discussions that took place with senior management of the Company and the Board.

CONF

March 13, 2019
Michael Richman
Chief Executive Officer
NextCure, Inc.
9000 Virginia Manor Road, Suite 200
Beltsville, MD 20705
Re:NextCure, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted March 5, 2019
CIK No. 0001661059
Dear Mr. Richman:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Overview, page 1
1.We note your response to comment 1.  We note in particular from your response that you
are defining "first-in-class" in a temporal sense, as the first one of its kind, and not as an
adjective describing the quality of a product candidate or immunomedicine.  If you wish
to continue to use the "first-in-class" description in this way, then to avoid investor
confusion as to the meaning of the phrase, please clearly disclose how you are defining
the phrase.

 FirstName LastNameMichael Richman
 Comapany NameNextCure, Inc.
 March 13, 2019 Page 2
 FirstName LastName
Michael Richman
NextCure, Inc.
March 13, 2019
Page 2
Research and Development Collaboration with Lilly, page 103
2.We note your response to comment 9.  Please provide an aggregate value, or narrow range
of values, for each of the research and development support payments, the option exercise
payments, and the milestone payments.  In this regard, we note that proceeds from the
Lilly Agreement have played an important role in financing your operations and,
particularly with respect to the research and development support payments, appear likely
to continue to be an important source of funding for your operations.  Aggregating these
payments does not facilitate an investor's understanding of the relative magnitude and
probability of receipt of each payment stream.
Choice of Forum, page 155
3.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware or, if subject matter jurisdiction of such action is vested exclusively in the
federal courts, the United States District Court for the District of Delaware, as the
exclusive forum for certain litigation, including any “derivative action.”  Please disclose
whether this provision applies to actions arising under the Securities Act or Exchange
Act.  If the provision applies to Securities Act claims, please also state that stockholders
will not be deemed to have waived the company’s compliance with the federal securities
laws and the rules and regulations thereunder.  In that regard, we note that Section 22 of
the Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If this provision does not apply to actions arising under the
Securities Act or Exchange Act, please also ensure that the exclusive forum provision in
the governing documents states this clearly.
            You may contact William Demarest at 202-551-3432 or Yolanda Trotter at 202-551-3472
if you have questions regarding comments on the financial statements and related matters.
Please contact Donald Field at 202-551-3680 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

February 22, 2019
Michael Richman
Chief Executive Officer
NextCure, Inc.
9000 Virginia Manor Road, Suite 200
Beltsville, MD 20705
Re:NextCure, Inc.
Draft Registration Statement on Form S-1
Submitted January 30, 2019
CIK No. 0001661059
Dear Mr. Richman:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Overview, page 1
1.Please tell us the basis for your belief that your product candidates will be "first-in-class,"
alternatively, please delete these references.
2.Please revise the third paragraph on page 1 of the prospectus summary to clarify whether
or not NC318 or NC410 were developed based upon a target identified from your FIND-
IO platform.  In this regard, we note your disclosure on page 21 that you have not yet
initiated or completed a clinical trial of any product candidates for a target identified from
your FIND-IO platform.

 FirstName LastNameMichael Richman
 Comapany NameNextCure, Inc.
 February 22, 2019 Page 2
 FirstName LastNameMichael Richman
NextCure, Inc.
February 22, 2019
Page 2
Our Pipeline, page 2
3.Regarding the table on page 2, please tell us why you believe it is appropriate to present to
investors information about your discovery and research programs in the same tabular
format that you use to present information about your product candidates.  Please address
in your response why, if true, you believe including your discovery and research programs
in the table is material to investors.
Implications of Being an Emerging Growth Company, page 6
4.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Our amended and restated certificate of incorporation, page 62
5.Please reconcile the inconsistencies between your disclosure here and the disclosure
regarding your exclusive forum provision in the Choice of Forum section on page 154.
Please note that we may have additional comments upon review of your revised disclosure
and associated organizational documents.
Stock-Based Compensation, page 79
6.We note your disclosure, on page 80, concerning common stock valuations.  Once you
have an estimated offering price or range, please explain to us how you determined the
fair value of the common stock underlying your equity issuances and the reasons for any
differences between the recent valuations of your common stock leading up to the initial
public offering and the estimated offering price. This information will help facilitate our
review of your accounting for equity issuances including stock compensation and
beneficial conversion features.
Our FIND-IO Discovery Engine, page 99
7.We note your disclosure in the first paragraph that this platform allows you to identify
proteins that can be targeted with novel immunomedicines to repair and maintain anti-
tumor immunity.  Please revise to clarify if any of your research programs are directed at
any proteins that have been identified using your FIND-IO platform.

 FirstName LastNameMichael Richman
 Comapany NameNextCure, Inc.
 February 22, 2019 Page 3
 FirstName LastName
Michael Richman
NextCure, Inc.
February 22, 2019
Page 3
License Agreement with Yale, page 101
8.We note your disclosure that you are obligated to pay Yale low single-digit royalties on
sales of products that are either covered by the patents licensed under the agreement or
arise out of Dr. Chen's laboratory, subject to a modest "minimum annual royalty
payment."  We also note that until you are required to pay royalties under the agreement,
you must pay Yale an "annual license maintenance fee."  Please revise your description of
respective payments to disclose a general range for the payments.
Research and Development Collaboration with Lilly, page 102
9.We note that Lilly may be required to pay you support, option exercise and milestone
payments and that you have disclosed an aggregate amount for all three payments.  Please
revise your descriptions of the quarterly research and development support and option
exercise payments to disclose a general range for the respective payments.
General
10.Please provide us mockups of any pages that include any additional pictures or graphics to
be presented, including any accompanying captions.  Please keep in mind, in scheduling
your printing and distribution of the preliminary prospectus, that we may have comments
after our review of these materials.
11.We note you have filed certain exhibits pursuant to a request for confidential treatment.
We will provide any comments we have on your application for confidential treatment
under separate cover.
            You may contact William Demarest at 202-551-3432 or Yolanda Trotter at 202-551-3472
if you have questions regarding comments on the financial statements and related
matters.  Please contact Donald Field at 202-551-3680 or Dietrich King at 202-551-8071 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance