エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2025
(Commission File No. 001-38215)
NUCANA PLC
(Translation of registrant’s name into English)
3 Lochside Way
Edinburgh EH12 9DT
United Kingdom
(Address of registrant’s principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7): ☐
Other Events
On September 5, 2025, NuCana plc (the “Company”) issued a press release announcing that the Company is in compliance with all applicable continued listing criteria of The Nasdaq Capital Market. The press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
As previously disclosed, the Company was notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) (i) on June 18, 2025 that the bid price of the Company’s American Depositary Shares (“ADSs”) did not satisfy Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”) for the preceding 30 consecutive trading days and (ii) on July 8, 2025 that the bid price for the Company’s ADSs had closed below $0.10 per share for the 10 consecutive trading day period ended July 7, 2025, and was therefore subject to delisting from Nasdaq unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”). At a hearing before the Panel on August 21, 2025, the Company presented its plan to regain compliance with the Bid Price Requirement.
On September 4, 2025, the Office of the General Counsel of Nasdaq notified the Company that the Company is in compliance with Nasdaq’s Listing Rules.
The information contained in the second and third paragraphs of this Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3, as amended (File No. 333-281576), Registration Statement on Form S-8 (File No. 333-223476) and Registration Statement on Form S-8 (File No. 333-248135).
The information in the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for the 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 it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
| Exhibits
|
SIGNATURES
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, thereunto duly authorized.
| NuCana plc | ||
| By: | /s/ Ian Webster | |
| Name: | Ian Webster | |
| Title: | Interim Chief Financial Officer (Principal Financial and Accounting Officer) | |
Date: September 5, 2025
Exhibit 99.1
NuCana Compliant with All Nasdaq Continued Listing Criteria
Anticipated Cash Runway into 2029
EDINBURGH, United Kingdom, September 5, 2025 (GLOBE NEWSWIRE) - NuCana plc (Nasdaq: NCNA) (“NuCana” or the “Company”) announced that it has received formal notification from The Nasdaq Stock Market on September 4, 2025 confirming that the Company is in compliance with all applicable Nasdaq continued listing criteria, including the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). As such, the previously disclosed Nasdaq listing matter has been closed.
“As a result of the decisive steps we have taken, NuCana is now fully compliant with Nasdaq’s continued listing standards,” said Andrew Kay, NuCana’s Executive Chairman. “We anticipate our existing cash resources, which include proceeds raised to date via an ATM offering, will be sufficient to fund our planned operations into 2029 and through a number of key value-driving milestones.”
“We appreciate the opportunity provided by the Nasdaq Hearings Panel to demonstrate our full compliance,” added Mr. Kay. “We now have a strong cash position and with multiple data readouts ahead, we are well-positioned to deliver on our mission of improving treatment outcomes for patients with cancer.”
About NuCana
NuCana is a clinical-stage biopharmaceutical company focused on significantly improving treatment outcomes for patients with cancer by applying our ProTide technology to transform some of the most widely prescribed chemotherapy agents, nucleoside analogs, into more effective and safer medicines. While these conventional agents remain part of the standard of care for the treatment of many solid and hematological tumors, they have significant shortcomings that limit their efficacy, and they are often poorly tolerated. Utilizing our proprietary technology, we are developing new medicines, ProTides, designed to overcome the key limitations of nucleoside analogs and generate much higher concentrations of anti-cancer metabolites in cancer cells. NuCana’s pipeline includes NUC-7738 and NUC-3373. NUC-7738 is a novel anti-cancer agent that disrupts RNA polyadenylation, profoundly impacts gene expression in cancer cells and targets multiple aspects of the tumor microenvironment. NUC-7738 is in the Phase 2 part of a Phase 1/2 study which is evaluating NUC-7738 as a monotherapy in patients with advanced solid tumors and in combination with pembrolizumab in patients with melanoma. NUC-3373 is a new chemical entity derived from the nucleoside analog 5-fluorouracil, a widely used chemotherapy agent. NUC-3373 is currently being evaluated in a Phase 1b/2 modular study (NuTide:303) of NUC-3373 in combination with the PD-1 inhibitor pembrolizumab for patients with advanced solid tumors and in combination with docetaxel for patients with lung cancer.
Forward-Looking Statements
This press release may contain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on the beliefs and assumptions and on information currently available to management of the Company. All statements other than statements of historical fact contained in this press release are forward-looking statements, including statements concerning the Company’s planned and ongoing clinical studies for the Company’s product candidates and the potential advantages of those product candidates, including NUC-7738 and NUC-3373; the initiation, enrollment, timing, progress, release of data from and results of those planned and ongoing clinical studies; the Company’s goals with respect to the development, regulatory pathway and potential use, if approved, of each of its product candidates; the utility of prior non-clinical and clinical data in determining future clinical results; and the sufficiency of the Company’s current cash and cash equivalents to fund its planned operations into 2029. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, our ability to raise additional capital sufficient to fund our planned operations and the risks and uncertainties set forth in the “Risk Factors” section of the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on March 20, 2025, and subsequent reports that the Company files with the SEC. Forward-looking statements represent the Company’s beliefs and assumptions only as of the date of this press release. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, the Company assumes no obligation to publicly update any forward-looking statements for any reason after the date of this press release to conform any of the forward-looking statements to actual results or to changes in its expectations.
For more information, please contact:
NuCana plc
Andrew Kay
Executive Chairman
+44 131-357-1111
info@nucana.com
ICR Healthcare
Chris Brinzey
+1 339-970-2843
Chris.Brinzey@ICRHealthcare.com