Form SCHEDULE 13G NextCure, Inc. Filed by: JP Sailing Capital Ltd
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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NextCure, Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
09/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
JP Sailing Capital Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
455,001.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Jianping Huang | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
455,001.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
NextCure, Inc. | |
| (b) | Address of issuer's principal executive offices:
2850 QUARRY LAKE DRIVE, SUITE 280, BALTIMORE, MARYLAND, 21209. | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is filed jointly by JP Sailing Capital Ltd and Jianping Huang (collectively, the ?Reporting Persons?). JP Sailing Capital Ltd serves as the investment manager of JP Sailing Fund. Jianping Huang, through his control of JP Sailing Capital Ltd and his authority over investment and voting decisions, may be deemed to beneficially own the securities reported herein. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of JP Sailing Capital Ltd is Room 507, No. 2088 Changzhong Road, Shanghai 200040, People's Republic of China.
The principal business address of Jianping Huang is 10/F, YF Life Tower, 33 Lockhart Road, Wan Chai, Hong Kong. | |
| (c) | Citizenship:
JP Sailing Capital Ltd is organized under the laws of the British Virgin Islands. Jianping Huang is a citizen of the People?s Republic of China. | |
| (d) | Title of class of securities:
Common Stock, $0.001 par value per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
Non-U.S. investment adviser (investment manager). | ||
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Each Reporting Person may be deemed to beneficially own 455,001 shares of Common Stock held directly by JP Sailing Fund. JP Sailing Capital Ltd exercises investment and voting authority over these shares as the Fund?s investment manager. Jianping Huang, through his control of JP Sailing Capital Ltd, may be deemed to share investment and voting power over the same shares. The shares reported by the Reporting Persons are the same shares and are not counted twice. | |
| (b) | Percent of class:
9.9% for each Reporting Person (approximately 9.94% before rounding), based on 4,577,359 shares of Common Stock outstanding as of July 31, 2026, as reported in the Issuer?s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed on August 6, 2026. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 shares for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
455,001 shares for each Reporting Person.
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| (iii) Sole power to dispose or to direct the disposition of:
0 shares for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
455,001 shares for each Reporting Person.
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
JP Sailing Fund, a fund managed by JP Sailing Capital Ltd, has the right to receive dividends from, and proceeds from the sale of, the securities reported herein. Such rights relate to more than five percent of the outstanding Common Stock of NextCure, Inc. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Jianping Huang is reporting as a control person of JP Sailing Capital Ltd, the investment manager of JP Sailing Fund. JP Sailing Capital Ltd is classified under Rule 13d-1(b)(1)(ii)(J) as a non-U.S. investment adviser (investment manager). JP Sailing Fund directly holds the securities reported herein.
See Exhibit 2 for the identification and classification of the relevant entity. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Non-U.S. investment adviser (investment manager) is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ATTACHMENTS / EXHIBITS