6-K
NuCana plc (NCNA)
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 November 2025
(Commission File No. 001-38215)
NUCANA PLC
(Translationof registrant’s name into English)
3 Lochside Way
Edinburgh EH12 9DT
United Kingdom
(Addressof 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 November 13, 2025, NuCana plc (the “Company”) issued a press release announcing its third quarter 2025 financial results. The Company’s unaudited condensed consolidated financial statements as of September 30, 2025 are attached as Exhibit 99.1 and are incorporated by reference herein. The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations is attached hereto as Exhibit 99.2, and is incorporated by reference herein. The press release is attached as Exhibit 99.3 hereto and is incorporated by reference herein.
The information in the attached Exhibits 99.1 and 99.2 shall be deemed to be incorporated by reference into the registration statements on Form F-3, as amended (File Number 333-281576), and Form S-8 (File Number 333-223476 and File Number 333-248135), and related prospectuses, as such registration statements and prospectuses may be amended from time to time, and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
The information in the attached Exhibit 99.3 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.
Board of Directors Matters
Effective October 21, 2025, Bali Muralidhar, M.D., Ph.D. resigned from his role as a member of the Board of Directors (the “Board”) of the Company and all committees of the Board. Dr. Muralidhar’s resignation was not the result of any dispute with the Company or the Board on any matter relating to the operations, policies or practices of the Company.
Exhibits
| Exhibit | Description |
|---|---|
| 99.1 | Unaudited Condensed Consolidated Financial Statements as of September 30, 2025 and for the Three and Nine Months Ended September 30, 2025 and 2024 |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 |
| 99.3 | Press Release Dated November 13, 2025 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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, thereto duly authorized.
| NuCana plc | |
|---|---|
| By: | /s/ Ian Webster |
| Name: | Ian Webster |
| Title: | Interim Chief Financial Officer (Principal Financial and Accounting Officer) |
Date: November 13, 2025
EX-99.1
Exhibit 99.1
NUCANA PLC
UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Three Months EndedSeptember 30, | For the Nine Months EndedSeptember 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Notes | 2025 | 2024 | 2025 | 2024 | ||||||
| (in thousands, except per share data) | ||||||||||
| Research and development expenses | ) | ) | ) | ) | ||||||
| Administrative expenses | ) | ) | ) | ) | ||||||
| Other income | 3 | |||||||||
| Net foreign exchange gains (losses) | ) | ) | ) | |||||||
| Operating loss | ) | ) | ) | ) | ||||||
| Finance income | ||||||||||
| Finance expense | 4 | ) | ||||||||
| Loss before tax | ) | ) | ) | ) | ||||||
| Income tax credit | 5 | |||||||||
| Loss for the period attributable to equity holders of the Company | ) | ) | ) | ) | ||||||
| Basic and diluted loss per ordinary share | 6 | ) | ) | ) | ) |
All values are in British Pounds.
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
NUCANA PLC
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
| For the Three Months EndedSeptember 30, | For the Nine Months EndedSeptember 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| (in thousands) | ||||||||
| Loss for the period | ) | ) | ) | ) | ||||
| Other comprehensive income (expense): | ||||||||
| Items that may be reclassified subsequently to profit or loss: | **** | **** | **** | **** | ||||
| Exchange differences on translation of foreign operations | ) | ) | ) | |||||
| Other comprehensive income (expense) for the period | ) | ) | ) | |||||
| Total comprehensive loss for the period | ) | ) | ) | ) | ||||
| Attributable to: | ||||||||
| Equity holders of the Company | ) | ) | ) | ) |
All values are in British Pounds.
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
NUCANA PLC
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS AT
| September 30,2025 | December 31,2024 | |||||
|---|---|---|---|---|---|---|
| (in thousands) | ||||||
| Notes | ||||||
| Assets | ||||||
| Non-current assets | ||||||
| Intangible assets | 7 | |||||
| Property, plant and equipment | ||||||
| Deferred tax asset | 5 | |||||
| **** | **** | |||||
| Current assets | ||||||
| Prepayments, accrued income and other receivables | ||||||
| Current income tax receivable | 5 | |||||
| Cash and cash equivalents | 8 | |||||
| **** | **** | |||||
| Total assets | **** | **** | ||||
| Equity and liabilities | ||||||
| Capital and reserves | ||||||
| Share capital and share premium | 10 | |||||
| Other reserves | ||||||
| Accumulated deficit | ) | ) | ||||
| Total equity attributable to equity holders of the Company | **** | **** | ||||
| Non-current liabilities | ||||||
| Provisions | ||||||
| Lease liabilities | ||||||
| **** | **** | |||||
| Current liabilities | ||||||
| Trade payables | ||||||
| Payroll taxes and social security | ||||||
| Accrued expenditure | ||||||
| Lease liabilities | ||||||
| Provisions | ||||||
| **** | **** | |||||
| Total liabilities | **** | **** | ||||
| Total equity and liabilities | **** | **** |
All values are in British Pounds.
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
NUCANA PLC
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| For the Nine Months Ended September 30, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sharecapital | Sharepremium | Ownsharereserve | Shareoptionreserve | Foreigncurrencytranslationreserve | Capitalreserve | Accumulateddeficit | Totalequityattributableto equityholders | |||||||
| (in thousands) | ||||||||||||||
| Balance at January 1, 2024 | **** | ) | **** | **** | ) | **** | ||||||||
| Loss for the period | ) | ) | ||||||||||||
| Other comprehensive expense for the period | ) | ) | ||||||||||||
| Total comprehensive loss for the period | ) | ) | ) | |||||||||||
| Share-based payments | ||||||||||||||
| Exercise of share options | ) | |||||||||||||
| Lapse of share options | ) | |||||||||||||
| Issue of share capital | ||||||||||||||
| Share issue expenses | ) | ) | ||||||||||||
| Balance at September 30, 2024 | **** | ) | **** | ) | ) | **** | ||||||||
| Balance at January 1, 2025 | **** | ) | **** | **** | ) | **** | ||||||||
| Loss for the period | ) | ) | ||||||||||||
| Other comprehensive expense for the period | ) | ) | ||||||||||||
| Total comprehensive loss for the period | ) | ) | ) | |||||||||||
| Share-based payments | ||||||||||||||
| Exercise of share options | ) | |||||||||||||
| Lapse of share options | ) | |||||||||||||
| Issue of share capital | ||||||||||||||
| Exercise of warrants | ||||||||||||||
| Share issue expenses | ) | ) | ||||||||||||
| Balance at September 30, 2025 | **** | ) | **** | ) | ) | **** |
All values are in British Pounds.
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
NUCANA PLC
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Nine Months EndedSeptember 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (in thousands) | ||||
| Cash flows from operating activities | ||||
| Loss for the period | ) | ) | ||
| Adjustments for: | ||||
| Income tax credit | ) | ) | ||
| Amortization and depreciation | ||||
| Movement in provisions | ) | |||
| Finance income | ) | ) | ||
| Finance expense | ||||
| Interest expense on lease liabilities | ||||
| Share-based payments | ||||
| Net foreign exchange losses | ||||
| ) | ) | |||
| Movements in working capital: | ||||
| (Increase) decrease in prepayments, accrued income and other receivables | ) | |||
| (Decrease) increase in trade payables | ) | |||
| Decrease in payroll taxes, social security and accrued expenditure | ) | ) | ||
| Movements in working capital | ) | |||
| Cash used in operations | ) | ) | ||
| Net income tax received | ||||
| Net cash used in operating activities | ) | ) | ||
| Cash flows from investing activities | ||||
| Interest received | ||||
| Payments for property, plant and equipment | ) | |||
| Payments for intangible assets | ) | ) | ||
| Net cash from investing activities | **** | **** | ||
| Cash flows from financing activities | ||||
| Payments for lease liabilities | ) | ) | ||
| Proceeds from exercise of share options | ||||
| Proceeds from issue of share capital | ||||
| Proceeds from exercise of warrants | ||||
| Proceeds from issue of warrants | ||||
| Payment for cancellation of warrants | ) | |||
| Share issue expenses | ) | ) | ||
| Net cash from financing activities | **** | **** | ||
| Net increase (decrease) in cash and cash equivalents | ) | |||
| Cash and cash equivalents at beginning of period | **** | **** | ||
| Effect of exchange rate changes on cash and cash equivalents | ) | ) | ||
| Cash and cash equivalents at end of period | **** | **** |
All values are in British Pounds.
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
NUCANA PLC
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. General information
NuCana plc (“NuCana” or the “Company”) is a clinical-stage biopharmaceutical company developing a portfolio of new medicines to treat patients with cancer. NuCana is harnessing the power of phosphoramidate chemistry to generate new medicines called ProTides. These compounds have the potential to improve cancer treatment by enhancing the efficacy and safety of several current standards of care.
The Company has had American Depository Shares (“ADSs”) registered with the US Securities and Exchange Commission (“SEC”) and has been listed on Nasdaq since October 2, 2017. From November 9, 2023 the Company transferred its listing to The Nasdaq Capital Market. On April 16, 2024, the Company effected a ratio change of its ADSs to its ordinary shares from one ADS representing one ordinary share, to one ADS representing 25 ordinary shares. On August 11, 2025, the Company effected a ratio change of its ADSs to its ordinary shares from one ADS representing 25 ordinary shares, to one ADS representing 5,000 ordinary shares.
The Company is incorporated in England and Wales and domiciled in the United Kingdom. The Company’s registered office is located at 77/78 Cannon Street, London EC4N 6AF, United Kingdom and its principal place of business is located at 3 Lochside Way, Edinburgh, EH12 9DT, United Kingdom.
The Company has three wholly owned subsidiaries, NuCana, Inc., NuCana Limited and NuCana BioMed Trustee Company Limited (together referred to as the “Group”).
The financial information presented in these unaudited condensed consolidated financial statements does not constitute the Group’s statutory accounts within the meaning of section 434 of the U.K. Companies Act 2006.
The Group’s statutory accounts for the year ended December 31, 2024 have been reported on by the Company’s auditor, and delivered to the Registrar of Companies. The report of the auditor was (i) unqualified and (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report. However, the report of the auditor did include a material uncertainty related to going concern disclosure.
2. Material accounting policies
Basis of preparation
The unaudited condensed consolidated financial statements (the “financial statements”) for the nine months ended September 30, 2025 have been prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting” (“IAS 34”). The material accounting policies and methods of computation applied in the preparation of the financial statements are consistent with those applied in the Company’s annual financial statements for the year ended December 31, 2024, except as described below.
In May 2025, the Company completed a registered direct offering of ADSs, pre-funded warrants, and accompanying Series A and Series B warrants. The pre-funded warrants, Series A and Series B warrants were classified as derivative financial liabilities and measured at fair value through profit or loss in accordance with IFRS 9 and IAS 32. These warrants are remeasured prior to each exercise and at the end of the reporting period, with changes in fair value recognized within finance expense in the consolidated statement of operations. Due to the complexity of the instruments’ terms, fair value has been determined using a combination of approaches, including the Black-Scholes Option Pricing model and the Company’s share price at the measurement date.
The Company participates in an American Depository Receipts (“ADR”) program as part of its Nasdaq listing. Under the terms of the program, the depositary may reimburse the Company for certain program-related expenses by making available a portion of the ADS fees charged to ADR holders or otherwise, upon such terms as agreed between the Company and the depositary. Contributions received from the depositary are recognized as income when the Company becomes entitled to receive them. The contribution recognized in the third quarter of 2025 relating to the ADS ratio change in August 2025 is classified as other income within the consolidated statement of operations, due to the materiality of the contribution. Also, it did not represent revenue from ordinary activities, and it was not a direct reimbursement of specific invoices.
The Company is the policyholder and beneficiary of a key person insurance policy. Proceeds received under the policy are recognized as income when realization is virtually certain, in line with IAS 37. Such proceeds are presented as other income given their non-recurring nature. Any interest element included in the settlement is presented separately as finance income in accordance with IFRS 9.
No new standards, amendments or interpretations have had an impact on the financial statements for the nine months ended September 30, 2025. The financial statements comprise the financial statements of the Group at September 30, 2025. The financial statements are presented in pounds sterling, which is also the Company’s functional currency. All values are rounded to the nearest thousand, except where otherwise indicated.
The financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2024.
In the opinion of management, these unaudited condensed consolidated financial statements include all normal recurring adjustments necessary for a fair statement of the results of operations, financial position and cash flows. The results of operations for the nine months ended September 30, 2025 are not necessarily indicative of the results that can be expected for the Company’s fiscal year ending December 31, 2025.
Going concern
The Company’s consolidated financial statements have been presented on the basis that it is a going concern. The Company has not generated any revenues from operations to date and does not expect to in the foreseeable future. As such, the Company has incurred recurring net losses, has an accumulated deficit totaling £250.3 million and cash flows used in operating activities of £6.3 million as of and for the nine months ended September 30, 2025. The Company had £25.2 million of cash and cash equivalents at September 30, 2025.
In reviewing the going concern assessment the Company’s board of directors have considered a going concern period of 12-months from the issuance of these financial statements. Based on our current operating plan, our cash and cash equivalents on hand will be sufficient to fund our anticipated operations for the entirety of the going concern assessment period. The board of directors is therefore satisfied that it is appropriate to adopt the going concern basis of accounting in preparing the financial statements.
As the Company continues to incur losses, the transition to profitability is dependent upon the successful development, approval and commercialization of its product candidates and achieving a level of revenues adequate to support its cost structure. The Company may never achieve profitability, and unless and until it does, it will continue to need additional capital. There can be no assurances, however, that additional funding will be available on acceptable terms.
Judgements and estimates
The accounting estimates and judgements made by management in applying the Group’s accounting policies that have the most material effect on the amounts included within these financial statements were the same as those that applied to the annual financial statements for the year ended December 31, 2024 except as described below.
Significant judgement was required in determining the classification and fair value measurement of the pre-funded warrants, Series A warrants, and Series B warrants issued in connection with the registered direct offering in May 2025. Management concluded that the warrants should be classified as derivative financial liabilities under IAS 32, as they do not meet the “fixed-for-fixed” equity classification criteria. This is due to certain features such as reset mechanisms, the “zero exercise price” option attached to the warrants, and the fact that the warrants were denominated in US dollars while the Company’s functional currency is pounds sterling.
3. Other income
| For the Three Months EndedSeptember 30, | For the Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (in thousands) | ||||
| ADR depositary contribution | ||||
| Insurance proceeds | ||||
| Total other income |
All values are in British Pounds.
ADR depositary contribution relates to an amount received from the ADR depositary in relation to the ADS ratio change completed in August 2025. Insurance proceeds represent a one-off payout under a key person policy.
4.Finance expense
| For the Three Months EndedSeptember 30, | For the Nine Months EndedSeptember 30, | ||||
|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||
| (in thousands) | |||||
| Revaluation loss from derivative financial instruments | ) |
All values are in British Pounds.
The non-cash revaluation loss from derivative financial instruments of £12.6 million relates to the fair value remeasurement of Series A and Series B warrants, as set out in note 11.
5. Income tax
| For the Three Months EndedSeptember 30, | For the Nine Months EndedSeptember 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| (in thousands) | ||||||||
| Current tax: | ||||||||
| In respect of current period U.K. | ||||||||
| In respect of prior period U.K. | ) | ) | ) | ) | ||||
| In respect of current period U.S. | ) | |||||||
| Deferred tax: | ||||||||
| In respect of current period U.S. | ||||||||
| In respect of prior period U.S. | ||||||||
| Income tax credit | **** | **** | **** | **** |
All values are in British Pounds.
The income tax credit recognized primarily represents the U.K. research and development tax credits. In the United Kingdom, the Company is able to surrender some of its losses for a cash rebate of up to 26.97% of expenditure related to eligible research and development projects incurred on or after April 1, 2023 (33.35% prior to April 1, 2023).
| September 30,2025 | December 31,2024 | |
|---|---|---|
| (in thousands) | ||
| Current income tax receivable | ||
| U.K. tax | ||
| U.S. tax | ||
| Deferred tax asset | ||
| U.S. deferred tax asset |
All values are in British Pounds.
6. Basic and diluted loss per ordinary share
| For the Three Months EndedSeptember 30, | For the Nine Months EndedSeptember 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| (in thousands, except per share data) | ||||||||
| Loss for the period | ) | ) | ) | ) | ||||
| Basic and diluted weighted average number of ordinary shares | ||||||||
| Basic and diluted loss per ordinary share | ) | ) | ) | ) |
All values are in British Pounds.
Basic loss per ordinary share is calculated by dividing the loss for the period attributable to the equity holders of the Company by the weighted average number of ordinary shares outstanding during the period.
The potential ordinary shares issued through equity settled transactions were considered to be anti-dilutive as they would have decreased the loss per ordinary share and were therefore excluded from the calculation of diluted loss per ordinary share.
7. Intangible assets
Intangible assets comprise patents with a carrying value of £2.2 million as of September 30, 2025 (as of December 31, 2024: £2.2 million).
During the nine months ended September 30, 2025, the Company acquired intangible assets with a cost of £0.1 million in relation to patents.
8. Cash and cash equivalents
| September 30,2025 | December 31,2024 | |
|---|---|---|
| (in thousands) | ||
| Cash and cash equivalents |
All values are in British Pounds.
Cash and cash equivalents comprise cash at banks with deposit maturity terms of three months or less. Cash at banks earns interest at fixed or variable rates based on the terms agreed for each account.
9. Share-based payments
The Company has six share-based payment plans for employees, directors and consultants. The share options granted will be settled in equity. If the Company determines, and at its discretion, an arrangement may be made under the 2020 Long-Term Incentive Plan to substitute the right to acquire shares with a cash alternative of equivalent value. Options granted under each of the six plans have a maximum life of 10 years.
As detailed in the table below, during the nine months ended September 30, 2025, 3,478,076,733 share options were granted under the 2020 Long-Term Incentive Plan (nine months ended September 30, 2024: 6,273,782). Options granted under this plan will vest if the option holder remains under respective contract of employment or contract of service for the agreed vesting period. The share options granted in the period will vest over a period of up to four years.
During the nine months ended September 30, 2025, the Company cancelled 14,380,933 share options granted under the 2016 Share****Option Scheme and 2020 Long-Term Incentive Plan (nine months ended September 30, 2024: nil). The incremental fair value of the new options was £13.5 million, calculated using the Black-Scholes model fair value of cancelled options at the date of cancellation compared with the fair value at grant date of new options awarded.
The fair values of options granted were determined using the Black-Scholes model that takes into account factors specific to the share incentive plan such as the assumption that the options are exercised at a point in time of up to two years after vesting. This has been incorporated into the measurement by means of actuarial modelling.
| Grant date | Jun-20-2025 | Jun-20-2025 | Jun-20-2025 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Vesting dates | Jun-20-2026 | Jun-20-2026 | Jun-20-2026 | ||||||
| Jun-20-2027 | Jun-20-2027 | — | |||||||
| Jun-20-2028 | Jun-20-2028 | — | |||||||
| Jun-20-2029 | Jun-20-2029 | — | |||||||
| Volatility^1^ | 190.44 | % | 211.97 | % | 253.88 | % | |||
| Dividend yield | 0 | % | 0 | % | 0 | % | |||
| Risk-free investment rate^1^ | 3.91 | % | 3.84 | % | 3.75 | % | |||
| Fair value of option at grant date^1^ | £ | 0.004 | £ | 0.004 | £ | 0.004 | |||
| Fair value of share at grant date | £ | 0.004 | £ | 0.004 | £ | 0.004 | |||
| Exercise price at date of grant | £ | 0.004 | £ | 0.0004 | £ | 0.0004 | |||
| Lapse date | Jun-20-2035 | Jun-20-2035 | Jun-20-2035 | ||||||
| Expected option life (years)^1^ | 4.5 | 3.5 | 2.0 | ||||||
| Number of options granted | 196,266,198 | 1,108,027,715 | 157,982,220 | ||||||
| Grant date | Jun-20-2025 | Jun-20-2025 | |||||||
| Vesting dates | Jun-20-2025 | Jun-20-2025 | |||||||
| Volatility^1^ | 348.99 | % | 253.88 | % | |||||
| Dividend yield | 0 | % | 0 | % | |||||
| Risk-free investment rate^1^ | 3.62 | % | 3.75 | % | |||||
| Fair value of option at grant date^1^ | £ | 0.004 | £ | 0.004 | |||||
| Fair value of share at grant date | £ | 0.004 | £ | 0.004 | |||||
| Exercise price at date of grant | £ | 0.0004 | £ | 0.004 | |||||
| Lapse date | Jun-20-2035 | Jun-20-2035 | |||||||
| Expected option life (years)^1^ | 1.0 | 2.0 | |||||||
| Number of options granted | 1,304,702,251 | 711,098,349 | |||||||
| ^1.^ | Represents the average for the options granted. | ||||||||
| --- | --- |
For the three months ended September 30, 2025, the Company recognized £0.9 million of share-based payment expense in the statement of operations (three months ended September 30, 2024: £0.4 million). For the nine months ended September 30, 2025, the Company recognized £9.1 million of share-based payment expense in the statement of operations (nine months ended September 30, 2024: £1.7 million).
10. Share capital and share premium
| September 30,2025 | December 31,2024 | |
|---|---|---|
| (in thousands) | ||
| Share capital | ||
| Share premium | ||
All values are in British Pounds.
| Number(in thousands) | ||
|---|---|---|
| Nominal value0.0004 | Nominal value0.04 | |
| Issued share capital comprises: | ||
| Ordinary shares | ||
| Deferred shares | ||
All values are in British Pounds.
| Number | Ordinary sharecapital | Deferred sharecapital | Share premium | ||||
|---|---|---|---|---|---|---|---|
| (in thousands) | |||||||
| Fully paid shares: | |||||||
| Balance at December 31, 2024 | 142,037 | ||||||
| Exercise of share options | 29 | ||||||
| Issue of share capital | 9,858 | ||||||
| Share issue expenses | — | ) | |||||
| Balance pre-subdivision and reclassification | 151,924 | ||||||
| Subdivision and reclassification of share capital | 15,040,466 | ) | |||||
| Issue of share capital | 11,330,287 | ||||||
| Exercise of warrants | 9,327,644 | ||||||
| Share issue expenses | — | ) | |||||
| Balance at September 30, 2025 | **** | 35,850,321 | **** | **** |
All values are in British Pounds.
On April 23, 2025, the Company subdivided and redesignated the issued share capital of 151,923,897 ordinary shares of £0.04 each into 151,923,897 ordinary shares and 15,040,465,803 deferred shares, in each case, of £0.0004 each. The deferred shares have no economic value, dividend or voting rights.
As at September 30, 2025, the Company had 4,160,271 ADSs listed on The Nasdaq Capital Market.
11. Derivative financial instruments
| September 30,2025 | December 31,2024 | ||
|---|---|---|---|
| (in thousands) | |||
| Opening Balance | |||
| Initial recognition on issuance of warrants | |||
| Losses on warrant remeasurement | |||
| Exercise of warrants | ) | ||
| Cancellation of warrants | ) | ||
| Closing Balance | **** |
All values are in British Pounds.
In May 2025, the Company completed a registered direct offering comprising 2,452,935 ADSs, representing 61,323,375 ordinary shares, and 8,393,050 pre-funded warrants, representing 209,826,250 ordinary shares. Each ADS or pre-funded warrant was issued together with one Series A warrant and one Series B warrant to purchase one ADS. Of the £5.2 million initial proceeds, £4.4 million was allocated to the warrants, which were classified as derivative financial instruments. Both Series A and Series B warrants contained a net settlement option and a reset mechanism allowing the exercise price to be adjusted with a proportional adjustment to the number of warrants outstanding, such that the aggregate exercise price payable remained the same. In addition, the Series B warrants included a “zero exercise price” option, allowing the holder, upon payment of the nominal value, to receive three ADSs for each warrant, based on the number that would have been issued under a traditional cash exercise.
Exercises and settlements during 2025
| • | All 8,393,050 pre-funded warrants were exercised for gross proceeds of<br>£0.1 million. |
|---|---|
| • | The exercise price of the Series B warrants was reset from $1.61 to $0.3643 and subsequently to the floor price<br>of $0.1291, increasing the number of warrants to 118,804,235. All Series B warrants were exercised under the “zero exercise price” option, resulting in the issuance of 356,412,705 ADSs, representing 8,901,317,625 ordinary shares, and<br>gross proceeds of £3.5 million, representing the nominal value of the ordinary shares issued. |
| --- | --- |
| • | The exercise price of the Series A warrants was similarly reset to the $0.1291 floor price, increasing the number<br>of warrants to 67,781,105. Of these, 8,300,000 warrants, representing 207,500,000 ordinary shares, were exercised for gross proceeds of £0.8 million. |
| --- | --- |
| • | A cancellation agreement was entered into in June 2025 and concluded in July 2025 to cancel the remaining Series<br>A warrants for a fixed cash payment of $3.6 million using 70% of the net proceeds raised from the ATM program initiated in June 2025. |
| --- | --- |
The total fair value of warrants exercised or cancelled during the year was £17.1 million. Following these transactions, no derivative warrant liabilities remained outstanding at September 30, 2025.
EX-99.2
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of financial condition and results of operations together with the unauditedcondensed consolidated financial statements and the related notes to those statements included as Exhibit 99.1 to this Report on Form 6-K submitted to the Securities and Exchange Commission, or the SEC, onNovember 13, 2025. We also recommend that you read our discussion and analysis of financial condition and results of operations together with our audited financial statements and the notes thereto, and the section entitled “RiskFactors”, each of which appear in our Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on March 20, 2025 (the “Annual Report”), as well as the“Supplemental Risk Factors” filed with our Form 6-Ks from time to time with the SEC.
We present our unaudited condensed consolidated financial statements in pounds sterling and in accordance with International AccountingStandard 34, “Interim Financial Reporting,” or IAS 34, which may differ in material respects from generally accepted accounting principles in other jurisdictions, including generally accepted accounting principles in the United States,or U.S. GAAP.
Unless otherwise indicated or the context otherwise requires, all references to “NuCana,” the“Company,” “we,” “our,” “us” or similar terms refer to NuCana plc and its consolidated subsidiaries.
The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capitalresources and other non-historical statements are forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’sactual 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, therisks and uncertainties set forth in the “Risk Factors” section of our Annual Report and any subsequent reports that we file with the SEC.
Company Overview
We are 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 trial 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 has recently been evaluated in a Phase 1b/2 modular trial (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, and we are currently evaluating further characterization of mode of action and target indications for further clinical trials of NUC-3373.
Financial Operations Overview
Revenues
We do not have any approved products. Accordingly, we have not generated any revenue, and we do not expect to generate any revenue from the sale of any products unless and until we obtain regulatory approvals for, and commercialize any of, our product candidates. In the future, we will seek to generate revenue primarily from product sales and, potentially, regional or global collaborations with strategic partners.
Operating Expenses
We classify our operating expenses into two categories: research and development expenses and administrative expenses. Personnel costs, including salaries, benefits, bonuses and share-based payment expense, comprise a component of each of these expense categories. We allocate expenses associated with personnel costs based on the function performed by the respective employees.
Research and Development Expenses
The largest component of our total operating expenses since our inception has been costs related to our research and development activities, including the preclinical and clinical development of our product candidates.
Research and development costs are expensed as incurred. Our research and development expense primarily consists of:
| • | costs incurred under agreements with contract research organizations, or CROs, and investigative sites that<br>conduct preclinical studies and clinical trials; |
|---|---|
| • | costs related to manufacturing active pharmaceutical ingredients and drug products for preclinical studies and<br>clinical trials; |
| --- | --- |
| • | salaries and personnel-related costs, including bonuses, benefits and any share-based payment expense, for our<br>personnel performing research and development activities or managing those activities that have been outsourced; |
| --- | --- |
| • | fees paid to consultants and other third parties who support our product candidate development;<br> |
| --- | --- |
| • | costs of maintaining and defending patents; |
| --- | --- |
| • | other costs incurred in seeking regulatory approval for our product candidates; and |
| --- | --- |
| • | payments under our license agreements. |
| --- | --- |
The successful development of our ProTides is highly uncertain. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later stage clinical trials. However, we do not believe that it is possible at this time to accurately project total program specific expenses through commercialization. We are also unable to predict when, if ever, material net cash inflows will commence from our product candidates to offset these expenses. Our expenditures on current and future preclinical and clinical development programs are subject to numerous uncertainties in timing and cost to completion.
The duration, costs and timing of clinical trials and development of our product candidates will depend on a variety of factors including:
| • | the scope, rate of progress, results and expenses of our ongoing and future clinical trials, preclinical studies<br>and research and development activities; |
|---|---|
| • | the potential need for additional clinical trials or preclinical studies requested by regulatory agencies;<br> |
| --- | --- |
| • | potential uncertainties in clinical trial enrollment rates or drop-out or<br>discontinuation rates of patients; |
| --- | --- |
| • | competition with other drug development companies in, and the related expense of, identifying and enrolling<br>patients in our clinical trials and contracting with third-party manufacturers for the production of the drug product needed for our clinical trials; |
| --- | --- |
| • | the achievement of milestones requiring payments under in-licensing<br>agreements; |
| --- | --- |
| • | any significant changes in government regulation; |
| --- | --- |
| • | the terms and timing of any regulatory approvals; |
| --- | --- |
| • | the expense of filing, prosecuting, defending and enforcing patent claims and other intellectual property rights;<br>and |
| --- | --- |
| • | the ability to market, commercialize and achieve market acceptance for any of our product candidates, if<br>approved. |
| --- | --- |
We track research and development expenses on a program-by-program basis for both clinical-stage and preclinical product candidates. Where appropriate, manufacturing and non-clinical research and development expenses are assigned or allocated to individual product candidates.
Administrative Expenses
Administrative expenses consist of personnel costs, depreciation, amortization and other expenses for outside professional services, including legal, audit and accounting services. Personnel costs consist of salaries, bonuses, benefits and share-based payment expense. Other administrative expenses include office related costs, professional fees and costs of our information systems. We anticipate that our administrative expenses will continue to increase in the future as we increase our headcount to support our continued research and development and potential commercialization of our product candidates. We also incur expenses as a public company, including expenses related to compliance with the rules and regulations of the SEC and Nasdaq, additional insurance expenses, and expenses related to investor relations and other administrative and professional services.
Other Income
Other income represents income unrelated to ordinary business activities and therefore does not meet the definition of revenue. Other income consists of ADR depository contributions and insurance proceeds.
Net Foreign Exchange (Losses) Gains
Net foreign exchange (losses) gains primarily relates to cash held in U.S. dollars.
Finance Income
Finance income relates to interest earned on our cash and cash equivalents.
Finance Expense
Finance expense relates to fair value revaluation losses from derivative financial instruments.
Income Tax Credit
We are subject to corporate taxation in the United Kingdom and our wholly owned U.S. subsidiary, NuCana, Inc., is subject to corporate taxation in the United States. Due to the nature of our business, we have generated losses in the United Kingdom since our inception. Our income tax credit recognized represents the sum of the research and development tax credits recoverable in the United Kingdom and in the United States, and income tax payable in the United States.
As a company that carries out extensive research and development activities, we benefit from the U.K. and U.S. research and development tax credit regimes. In the United Kingdom, we are able to surrender some of our losses for a cash rebate of up to 26.97% of eligible expenditures on qualifying research and development projects incurred. In the United States, we are able to offset the research and development credits against corporation tax payable. Our qualifying expenditures in the United Kingdom largely comprise clinical trial and manufacturing costs, employment costs for relevant staff and consumables incurred as part of research and development projects. In the United Kingdom, where we receive the larger proportion of the research and development credits, certain subcontracted qualifying research and development expenditures are eligible for a cash rebate of up to 17.53%. A large proportion of costs relating to our research and development, clinical trials and manufacturing activities are currently eligible for inclusion within these tax credit cash rebate claims. However, for accounting periods beginning on or after April 1, 2024, research and development expenditure on overseas subcontractors is no longer eligible unless certain criteria are met. Overseas subcontractor expenditure is now only eligible when there are conditions present overseas which are not present in the United Kingdom and it would be ‘wholly unreasonable’ to replicate those conditions within the United Kingdom.
We may not be able to continue to claim research and development tax credits in the United Kingdom in the future under the current research and development tax credit scheme because we may no longer qualify as a R&D-intensive loss-making small or medium-sized company. However, in that scenario, we may be able to file under the merged scheme R&D expenditure credit.
Results of Operations
Comparison of the Three Months Ended September 30, 2025 and September 30, 2024
The following table summarizes the results of our operations for the three months ended September 30, 2025 and 2024.
| For the Three Months Ended<br>September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (unaudited) | ||||
| (in thousands) | ||||
| Research and development expenses | ) | ) | ||
| Administrative expenses | ) | ) | ||
| Other income | ||||
| Net foreign exchange gains (losses) | ) | |||
| Operating loss | ) | ) | ||
| Finance income | ||||
| Loss before tax | ) | ) | ||
| Income tax credit | ||||
| Loss for the period | ) | ) | ||
| Other comprehensive income (expense): | ||||
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translation of foreign operations | ) | |||
| Total comprehensive loss for the period | ) | ) |
All values are in British Pounds.
Research and Development Expenses
Research and development expenses were £2.2 million for the three months ended September 30, 2025 as compared to £3.7 million for the three months ended September 30, 2024.
In the three months ended September 30, 2025:
| • | Clinical trial expenses decreased by £2.3 million due to reduced expenditure across most clinical<br>trials, predominantly NuTide:323, partially offset by increased expenditure on NuTide:701; |
|---|---|
| • | Share-based payment expenses increased by £0.4 million primarily due to options granted in the second<br>quarter of 2025; and |
| --- | --- |
| • | Other research and development costs increased by £0.4 million principally due to higher manufacturing<br>and personnel costs. |
| --- | --- |
The following table gives a breakdown of the research and development costs incurred by product candidate for the three months ended September 30, 2025 and 2024:
| For the Three Months Ended<br>September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (in thousands) | ||||
| NUC-7738 | ||||
| NUC-3373 | ||||
| Acelarin | ) | ) | ||
| Other | ||||
| 2,172 | 3,736 |
All values are in British Pounds.
Administrative Expenses
Administrative expenses were £1.4 million for the three months ended September 30, 2025 as compared to £1.4 million for the three months ended September 30, 2024.
In the three months ended September 30, 2025:
| • | Share-based payment expenses increased by £0.1 million primarily due to options granted in the second<br>quarter of 2025; and |
|---|---|
| • | Other administrative expenses decreased by £0.1 million. |
| --- | --- |
Net Foreign Exchange Gains (Losses)
For the three months ended September 30, 2025, we recorded a net foreign exchange gain of £0.1 million, compared with a net foreign exchange loss of £0.2 million for the three months ended September 30, 2024. In 2025, the gain primarily reflected the appreciation of the U.S. dollar against the U.K. pound sterling. In contrast, in 2024, the loss arose from the depreciation of the U.S. dollar relative to the U.K. pound sterling.
Other Income
Other income was £2.7 million for the three months ended September 30, 2025 as compared to £nil for the three months ended September 30, 2024.
In the three months ended September 30, 2025:
| • | ADR depositary contributions of £1.9 million were received with no corresponding income in the three<br>months ended September 30, 2024; and |
|---|---|
| • | One off insurance proceeds of £0.8 million were received. |
| --- | --- |
Finance Income
Finance income represents bank interest and was £0.2 million for the three months ended September 30, 2025 and £0.1 million for the three months ended September 30, 2024. The increase in bank interest resulted from higher cash deposits.
Income Tax Credit
The income tax credit for the three months ended September 30, 2025, which principally relates to U.K. research and development tax credits, amounted to £0.3 million as compared to £0.7 million for the three months ended September 30, 2024. The decrease in the income tax credit was primarily attributable to a decrease in our eligible research and development expenses.
Results of Operations
Comparison of the Nine Months Ended September 30, 2025 and September 30, 2024
The following table summarizes the results of our operations for the nine months ended September 30, 2025 and 2024.
| For the Nine Months EndedSeptember 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (unaudited) | ||||
| (in thousands) | ||||
| Research and development expenses | ) | ) | ||
| Administrative expenses | ) | ) | ||
| Other income | ||||
| Net foreign exchange losses | ) | ) | ||
| Operating loss | ) | ) | ||
| Finance income | ||||
| Finance expense | ) | |||
| Loss before tax | ) | ) | ||
| Income tax credit | ||||
| Loss for the period | ) | ) | ||
| Other comprehensive expense: | ||||
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translation of foreign operations | ) | ) | ||
| Total comprehensive loss for the period | ) | ) |
All values are in British Pounds.
Research and Development Expenses
Research and development expenses were £11.0 million for the nine months ended September 30, 2025 as compared to £17.3 million for the nine months ended September 30, 2024.
In the nine months ended September 30, 2025:
| • | Clinical trial expenses decreased by £10.7 million due to reduced expenditure across all clinical<br>trials, predominantly NuTide:323; |
|---|---|
| • | Other research and development costs decreased by £1.0 million, principally due to lower personnel<br>costs, partially offset by increased manufacturing costs; and |
| --- | --- |
| • | Share-based payment expenses increased by £5.4 million primarily due to options granted in the second<br>quarter of 2025. |
| --- | --- |
The following table gives a breakdown of the research and development costs incurred by product candidate for the nine months ended September 30, 2025 and 2024:
| For the Nine Months Ended<br>September 30, | |||
|---|---|---|---|
| 2025 | 2024 | ||
| (in thousands) | |||
| NUC-7738 | |||
| NUC-3373 | |||
| Acelarin | ) | ||
| Other | |||
| **** |
All values are in British Pounds.
Administrative Expenses
Administrative expenses were £7.0 million for the nine months ended September 30, 2025 as compared to £4.4 million for the nine months ended September 30, 2024.
In the nine months ended September 30, 2025:
| • | Share-based payment expenses increased by £2.0 million primarily due to options granted in the second<br>quarter of 2025; |
|---|---|
| • | Professional fees related to the issue of warrants were £1.4 million, with no corresponding cost in<br>the nine months ended September 30, 2024; and |
| --- | --- |
| • | Other administrative expenses decreased by £0.8 million. |
| --- | --- |
Other Income
Other income was £2.7 million for the nine months ended September 30, 2025 as compared to £nil for the nine months ended September 30, 2024.
In the nine months ended September 30, 2025:
| • | ADR depositary contributions of £1.9 million were received with no corresponding income in the nine<br>months ended September 30, 2024; and |
|---|---|
| • | One off insurance proceeds of £0.8 million were received. |
| --- | --- |
Net Foreign Exchange Losses
For the nine months ended September 30, 2025, we recorded a net foreign exchange loss of £0.2 million, compared with a net foreign exchange loss of £0.2 million for the nine months ended September 30, 2024.
Finance Income
Finance income represents bank interest and was £0.2 million for the nine months ended September 30, 2025 and £0.3 million for the nine months ended September 30, 2024. The decrease in bank interest resulted from lower average cash deposits.
Finance Expense
Finance expense relates to fair value revaluation losses from derivative financial instruments being remeasured at fair value through profit or loss and was £12.6 million for the nine months ended September 30, 2025, with no such expense for the nine months ended September 30, 2024.
Income Tax Credit
The income tax credit for the nine months ended September 30, 2025, which is largely composed of U.K. research and development tax credits, amounted to £1.0 million as compared to £3.3 million for the nine months ended September 30, 2024. The decrease in the income tax credit was primarily attributable to a decrease in our eligible research and development expenses.
Liquidity and Capital Resources
Overview
Since our inception, we have incurred significant operating losses and negative cash flows. We anticipate that we will continue to incur losses for at least the next several years. As a result, we may need additional capital to fund our operations, which we may obtain from additional equity financings, debt financings, research funding, collaborations, contract and grant revenue or other sources.
As of September 30, 2025 and December 31, 2024, we had cash and cash equivalents of £25.2 million and £6.7 million respectively. We do not currently have any approved products and have never generated any revenue from product sales. To date we have financed our operations primarily through the issuances of our equity securities. We expect that our existing cash and cash equivalents will be sufficient to meet our anticipated cash requirements into 2029.
In June 2025, we entered into an ATM sales agreement with A.G.P./Alliance Global Partners, or A.G.P., and Laidlaw & Company (UK) Ltd., or Laidlaw, pursuant to which we may periodically sell ADSs having an aggregate offering price of up to $100.0 million through A.G.P. and Laidlaw acting as our agents. Sales of our ADSs pursuant to this ATM program are subject to certain conditions specified in the sales agreement. In connection with entering into the agreement with A.G.P. and Laidlaw, we terminated the ATM sales agreement from August 2021 between us and Jefferies LLC, or Jefferies. Sales under the ATM program are registered on a shelf registration statement on Form F-3 that we filed with the SEC in June 2025, and which permits the offering, issuance and sale by us of up to a maximum aggregate offering price of $150.0 million of our securities, inclusive of our ADSs sold under the ATM program. During the nine months ending September 30, 2025 we sold and issued 394,303 ADSs, representing 9,857,575 ordinary shares, under the ATM program with Jefferies, raising gross proceeds of £0.5 million, and we sold and issued 450,758,552 ADSs, representing 11,268,963,800 ordinary shares, under the ATM program with A.G.P. and Laidlaw, raising gross proceeds of £19.0 million.
Cash Flows Comparison of the Nine Months Ended September 30, 2025 and September 30, 2024
The following table summarizes the results of our cash flows for the nine months ended September 30, 2025 and 2024.
| For the Nine Months Ended<br>September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (unaudited) | ||||
| (in thousands) | ||||
| Net cash used in operating activities | ) | ) | ||
| Net cash from investing activities | ||||
| Net cash from financing activities | ||||
| Net increase (decrease) in cash and cash equivalents | **** | ) |
All values are in British Pounds.
Operating Activities
Net cash used in operating activities was £6.3 million for the nine months ended September 30, 2025 as compared to £11.7 million for the nine months ended September 30, 2024, a net decrease in cash outflows of £5.4 million.
In the nine months ended September 30, 2025:
| • | Operating loss cash outflows were lower by £13.7 million; and |
|---|---|
| • | Working capital outflows were £4.4 million as compared to working capital inflows of<br>£3.9 million in the nine months ended September 30, 2024. |
| --- | --- |
Investing Activities
Net cash from investing activities was £25,000 for the nine months ended September 30, 2025, compared with net cash from investing activities of £0.1 million for the nine months ended September 30, 2024.
In the nine months ended September 30, 2025:
| • | Interest income was lower by £0.1 million; and |
|---|---|
| • | Cash used to acquire intangible assets was lower by £0.1 million. |
| --- | --- |
Financing Activities
Net cash from financing activities was £25.0 million for the nine months ended September 30, 2025, compared with £6.0 million for the nine months ended September 30, 2024.
In the nine months ended September 30, 2025:
| • | Net proceeds from the issue of share capital were higher by £12.7 million; |
|---|---|
| • | Net proceeds from the issue, exercise and cancellation of warrants were £6.2 million; and<br> |
| --- | --- |
| • | Payments for lease liabilities were lower by £0.1 million. |
| --- | --- |
Operating and Capital Expenditure Requirements
We have not achieved profitability on an annual basis since our inception, and we expect to continue to incur net losses in the future.
We believe that our existing capital resources will be sufficient to fund our operations, including currently anticipated research and development activities and planned capital spending, into 2029. We carefully manage our capital resources and have sufficient controllable mitigating actions identified to manage our expenditure, including management of third-party expenses, such as timing of clinical trial activities, and internal resource costs.
However, our future funding requirements will depend on many factors, including but not limited to:
| • | the scope, rate of progress and cost of our clinical trials taking place in the near term, preclinical programs<br>and other related activities; |
|---|---|
| • | the extent of success in our early preclinical and clinical stage research programs, which will determine the<br>amount of funding required to further the development of our product candidates; |
| --- | --- |
| • | the progress that we make in developing new product candidates based on our proprietary ProTide technology;<br> |
| --- | --- |
| • | the cost of manufacturing clinical supplies and establishing commercial supplies of our product candidates and<br>any products that we may develop; |
| --- | --- |
| • | the costs involved in filing and prosecuting patent applications and enforcing and defending potential patent<br>claims; |
| --- | --- |
| • | the timing of receipt of our U.K. research and development tax credit cash rebates; |
| --- | --- |
| • | the outcome, timing and cost of regulatory approvals of our ProTide product candidates; |
| --- | --- |
| • | the cost and timing of establishing sales, marketing and distribution capabilities; and |
| --- | --- |
| • | the costs of hiring additional skilled employees to support our continued growth and the related costs of leasing<br>additional office space. |
| --- | --- |
EX-99.3
Exhibit 99.3
NuCana Reports Third Quarter 2025 Financial Results and Provides Business
Update
AnnouncedEncouraging Data on both NUC-7738 and NUC-3373
Initial Data from the Expansion Study of NUC-7738 Expected in Q4 2025 with Final Data Expected in2026
Compliant with All Nasdaq Continued Listing Criteria
Well Capitalized with Anticipated Cash Runway into 2029
Edinburgh, United Kingdom, November 13, 2025 (GLOBE NEWSWIRE) - NuCana plc (NASDAQ: NCNA) (“NuCana” or the “Company”) announced financial results for the third quarter ended September 30, 2025 and provided an update on its clinical development program with its two lead anti-cancer medicines.
“We recently announced promising data for both NUC-7738 and NUC-3373 that continue to support the potential of our ProTides to deliver significantly improved treatment outcomes for patients with cancer,” said Hugh S. Griffith, NuCana’s Chief Executive Officer. “For NUC-7738, we presented new data at the European Society for Medical Oncology (ESMO) Congress 2025 on NUC-7738 in combination with PD-1 inhibitors in a real-time organoid model system, which revealed that NUC-7738 enhances the effectiveness of PD-1 inhibitors, resulting in increased tumor cell killing. These data demonstrate the benefit of combining PD-1 inhibitors with NUC-7738, similar to that seen in patients on the ongoing NuTide:701 study. Based on the exciting initial data from this study, we are currently recruiting an additional 28 patients with PD-1 inhibitor-resistant melanoma and plan to meet with the U.S. Food and Drug Administration to discuss the data from this study to determine the optimal registration strategy to support potential marketing approval.”
Mr. Griffith continued, “We also presented new clinical data from the NuTide:303 study, where encouraging signals of durable activity were observed in patients treated with NUC-3373 plus pembrolizumab who had exhausted all standard treatment options, including prior PD-1 inhibitors. Notably, one patient with melanoma remains progression-free at 23 months and continues to exhibit a partial response with an 81% reduction in target lesions. Another patient with urothelial carcinoma of the bladder achieved a 100% reduction in their target lesions and remained on treatment for over 15 months. These clinical findings are further supported by nonclinical data published in September 2025, which corroborate the immunogenic effects of NUC-3373 observed in patients, particularly in combination with a PD-1 inhibitor. We are currently evaluating optimal combinations and indications for further clinical studies of NUC-3373, while continuing to maintain our anticipated cash runway into 2029.”
Mr. Griffith concluded, “Lastly, we have significantly strengthened our balance sheet via the strategic utilization of our at-the-market (“ATM”) program in July, extending our cash runway into 2029 and through key value-driving milestones. This initiative, together with the financing in May, raised gross proceeds of $38.4 million, and with multiple data readouts ahead, we are well-positioned to deliver on our mission of improving treatment outcomes for patients with cancer.”
Anticipated Milestones
| • | NUC-7738 |
|---|---|
| • | Announce initial data from the Phase 1/2 expansion study (NuTide:701) of<br>NUC-7738 in combination with pembrolizumab in Q4 2025; |
| --- | --- |
| • | Obtain regulatory guidance from the U.S. Food and Drug Administration on pivotal study design for NUC-7738 in melanoma in 2026; and |
| --- | --- |
| • | Announce final data from the Phase 1/2 expansion study (NuTide:701) of<br>NUC-7738 in combination with pembrolizumab in 2026. |
| --- | --- |
| • | NUC-3373 |
| --- | --- |
| • | Announce nonclinical data on further characterization of mode of action and target indications in 2026.<br> |
| --- | --- |
Third Quarter 2025 Financial Highlights and Cash Position
As of September 30, 2025, NuCana had cash and cash equivalents of £25.2 million compared to £8.4 million at June 30, 2025 and £6.7 million at December 31, 2024.
In July 2025, NuCana raised, through the ATM program, £19.0 million in gross proceeds before expenses and commission. On July 21, 2025, having raised the full amount of capital required, NuCana announced it had successfully canceled all remaining Series A Warrants issued in the May 2025 financing, in exchange for payments totaling $3.6 million. This initiative fully eliminated all overhanging rights from the May 2025 financing.
NuCana anticipates its cash and cash equivalents at September 30, 2025 will be sufficient to fund its planned operations into 2029.
NuCana reported a net loss of £0.3 million for the quarter ended September 30, 2025, which includes other income of £2.7 million, as compared to a net loss of £4.5 million for the quarter ended September 30, 2024. Basic and diluted loss per ordinary share was £0.00 for the quarter ended September 30, 2025, as compared to a loss per ordinary share of £0.07 for the comparable quarter ended September 30, 2024.
NuCana reported a net loss of £26.9 million for the nine months ended September 30, 2025, as compared to a net loss of £18.3 million for the nine months ended September 30, 2024. The net loss for the nine months ended September 30, 2025 included the following non-cash or non-recurring items:
| • | Finance expense of £12.6 million (2024: £nil) relating to the<br>non-cash loss on fair value revaluation of the warrants issued in the May 2025 financing; |
|---|---|
| • | Professional fees of £1.4 million (2024: £nil) related to the issue of warrants; and<br> |
| --- | --- |
| • | Share-based payment expenses of £9.1 million (2024: £1.7 million); partly offset by<br> |
| --- | --- |
| • | Other income of £2.7 million (2024: £nil). |
| --- | --- |
Basic and diluted loss per ordinary share was £0.00 for the nine months ended September 30, 2025, as compared to a loss per ordinary share of £0.32 for the comparable nine months ended September 30, 2024.
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 has recently been 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, and NuCana is currently evaluating further characterization of mode of action and target indications for further clinical studies of NUC-3373.
Forward-Looking Statements
This press release may contain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 that arebased 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 statementsconcerning 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 pathwayand 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 currentcash 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 orachievements 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 setforth 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 theexpectations 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 anyforward-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.
Unaudited Condensed Consolidated Statements of Operations
| For the Three Months EndedSeptember 30, | For the Nine Months EndedSeptember 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| (in thousands, except per share data) | ||||||||
| Research and development expenses | ) | ) | ) | ) | ||||
| Administrative expenses | ) | ) | ) | ) | ||||
| Other income | ||||||||
| Net foreign exchange gains (losses) | ) | ) | ) | |||||
| Operating loss | ) | ) | ) | ) | ||||
| Finance income | ||||||||
| Finance expense | ) | |||||||
| Loss before tax | ) | ) | ) | ) | ||||
| Income tax credit | ||||||||
| Loss for the period attributable to equity holders of the Company | ) | ) | ) | ) | ||||
| Basic and diluted loss per ordinary share | ) | ) | ) | ) |
All values are in British Pounds.
Unaudited Condensed Consolidated Statements of Financial Position As At
| September 30,2025 | December 31,2024 | |||
|---|---|---|---|---|
| (in thousands) | ||||
| Assets | ||||
| Non-current assets | ||||
| Intangible assets | ||||
| Property, plant and equipment | ||||
| Deferred tax asset | ||||
| **** | **** | |||
| Current assets | ||||
| Prepayments, accrued income and other receivables | ||||
| Current income tax receivable | ||||
| Cash and cash equivalents | ||||
| **** | **** | |||
| Total assets | **** | **** | ||
| Equity and liabilities | ||||
| Capital and reserves | ||||
| Share capital and share premium | ||||
| Other reserves | ||||
| Accumulated deficit | ) | ) | ||
| Total equity attributable to equity holders of the Company | **** | **** | ||
| Non-current liabilities | ||||
| Provisions | ||||
| Lease liabilities | ||||
| **** | **** | |||
| Current liabilities | ||||
| Trade payables | ||||
| Payroll taxes and social security | ||||
| Accrued expenditure | ||||
| Lease liabilities | ||||
| Provisions | ||||
| **** | **** | |||
| Total liabilities | **** | **** | ||
| Total equity and liabilities | **** | **** |
All values are in British Pounds.
Unaudited Condensed Consolidated Statements of Cash Flows
| For the Nine Months EndedSeptember 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (in thousands) | ||||
| Cash flows from operating activities | ||||
| Loss for the period | ) | ) | ||
| Adjustments for: | ||||
| Income tax credit | ) | ) | ||
| Amortization and depreciation | ||||
| Movement in provisions | ) | |||
| Finance income | ) | ) | ||
| Finance expense | ||||
| Interest expense on lease liabilities | ||||
| Share-based payments | ||||
| Net foreign exchange losses | ||||
| ) | ) | |||
| Movements in working capital: | ||||
| (Increase) decrease in prepayments, accrued income and other receivables | ) | |||
| (Decrease) increase in trade payables | ) | |||
| Decrease in payroll taxes, social security and accrued expenditure | ) | ) | ||
| Movements in working capital | ) | |||
| Cash used in operations | ) | ) | ||
| Net income tax received | ||||
| Net cash used in operating activities | ) | ) | ||
| Cash flows from investing activities | ||||
| Interest received | ||||
| Payments for property, plant and equipment | ) | |||
| Payments for intangible assets | ) | ) | ||
| Net cash from investing activities | **** | **** | ||
| Cash flows from financing activities | ||||
| Payments for lease liabilities | ) | ) | ||
| Proceeds from exercise of share options | ||||
| Proceeds from issue of share capital | ||||
| Proceeds from exercise of warrants | ||||
| Proceeds from issue of warrants | ||||
| Payment for cancellation of warrants | ) | |||
| Share issue expenses | ) | ) | ||
| Net cash from financing activities | **** | **** | ||
| Net increase (decrease) in cash and cash equivalents | ) | |||
| Cash and cash equivalents at beginning of period | **** | **** | ||
| Effect of exchange rate changes on cash and cash equivalents | ) | ) | ||
| Cash and cash equivalents at end of period | **** | **** |
All values are in British Pounds.
For more information, please contact:
NuCana plc
Hugh S. Griffith
Chief Executive Officer
+44 131-357-1111
info@nucana.com
ICR Healthcare
Chris Brinzey
+1 339-970-2843
Chris.Brinzey@ICRHealthcare.com