NuCana Prices $7 Million Registered Direct Offering

Rhea-AI Summary

NuCana (NASDAQ: NCNA), a clinical-stage biopharmaceutical company focused on cancer treatments, has priced a $7 million registered direct offering of 10,845,985 American Depository Shares (ADSs) or pre-funded warrants. Each ADS or warrant is priced at $0.6454 and comes with two additional warrants: a Series A warrant to purchase one ADS at $0.8068 per share and a Series B warrant at $1.61 per share.

The proceeds will fund the company's drug discovery and development programs, along with general corporate purposes including working capital, investments, and potential acquisitions. The offering, managed by Laidlaw & Company as sole placement agent, is expected to close around May 7, 2025.

Positive

• Raised $7 million in new capital for drug development and corporate purposes
• Flexibility in use of proceeds including potential acquisitions and collaborations

Negative

• Significant dilution for existing shareholders
• Offering price of $0.6454 per ADS indicates potential pressure on stock value
• Additional dilution possible through warrant exercises

Insights

Financial Analyst

NuCana raises $7M through a complex offering with warrants at premium exercise prices, securing near-term capital with potential for additional future funding.

NuCana's $7 million registered direct offering reveals a sophisticated financing approach through a multi-layered securities structure. The company is selling 10,845,985 American Depository Shares priced at $0.6454 per ADS, with each accompanied by two separate warrant series: Series A with an exercise price of $0.8068 (a 25% premium) and Series B warrants with an exercise price of $1.61 (a 150% premium).

This tiered warrant structure is particularly noteworthy as it creates potential for additional future capital without immediate dilution. If the company's programs advance successfully and share value increases, these warrants could bring in substantial additional funding at significantly higher valuations than the current offering price.

The capital raised will support NuCana's drug discovery and development programs while providing flexibility for other corporate initiatives. For a clinical-stage biopharmaceutical company without consistent revenue streams, this type of financing is essential to fund the capital-intensive clinical trial process.

The offering's mechanics, including pre-funded warrants as an alternative to direct ADS purchases, suggests sophisticated financial engineering to accommodate investor preferences while maximizing capital raised. Laidlaw & Company's role as sole placement agent indicates this was a targeted offering rather than a broader market transaction.

Biotech Investment Specialist

This modest $7M raise provides essential but limited operational runway for NuCana's cancer drug development programs.

This $7 million financing transaction represents a critical capital injection for NuCana's continued operations in cancer drug development. As a clinical-stage biopharmaceutical company without product revenue, regular capital raises are essential to fund R&D activities and clinical trials.

The financial structure is particularly telling - the inclusion of warrants with exercise prices substantially above the offering price ($0.8068 and $1.61 compared to the $0.6454 offering price) suggests the company is creating incentives for investors while acknowledging current market valuation challenges. This approach secures immediate capital while establishing mechanisms for potential additional funding if development milestones drive share price appreciation.

For context, clinical trials in oncology typically require substantial capital - often tens of millions for Phase 2 studies and potentially over $100 million for pivotal Phase 3 trials. While this offering provides essential working capital, its size indicates it likely represents a funding bridge rather than a comprehensive solution for late-stage development programs.

The company's stated use of proceeds maintains flexibility, covering not just R&D but also general corporate purposes, capital expenditures, and even potential acquisitions. This broad allocation allows management to deploy capital strategically across their pipeline while maintaining operational stability.

EDINBURGH, United Kingdom, May 06, 2025 (GLOBE NEWSWIRE) -- NuCana plc (NASDAQ: NCNA), a clinical-stage biopharmaceutical company that focuses on significantly improving treatment outcomes for patients with cancer, announced that it has priced a registered direct offering consisting of 10,845,985 American Depository Shares, or ADSs, (or pre-funded warrants in lieu thereof) with each ADS (or pre-funded warrant) accompanied by (i) a Series A warrant to purchase one (1) ADS at an initial exercise price of $0.8068 per share and (ii) a Series B Warrant to purchase one (1) ADS at an initial exercise price of $1.61 per share. The combined public offering price of each ADS together with the accompanying Series A and Series B Warrants is $0.6454, and the combined offering price of each pre-funded warrant together with the accompanying Series A and Series B warrants is $0.6454, minus the United States dollar equivalent of £0.01, based on the exchange rate on the date of pricing. The gross proceeds of the offering are expected to be approximately $7 million before deducting placement agent fees and offering expenses and are expected to be used to fund activities relating to the advancement of our drug discovery and development programs, and for other general corporate purposes, including, but not limited to, working capital, capital expenditures, investments, acquisitions, should we choose to pursue any, and collaborations. The closing of the offering is expected to occur on or about May 7, 2025, subject to the satisfaction of customary closing conditions.

Laidlaw & Company (UK) Ltd. is acting as the sole placement agent for the offering.

This registered offering is being made by the Company pursuant to a registration statement on Form F-1 (File No. 333-286716), which was declared effective by the United States Securities and Exchange Commission ("SEC") on May 5, 2025. The securities may only be offered by means of a prospectus. Copies of the prospectus may be obtained, when available, at the SEC's website at www.sec.gov or from Laidlaw & Company (UK) Ltd., 521 5th Avenue, 12th Floor, New York, NY 10175, or by telephone at (212) 953-4900, or by email at syndicate@laidlawltd.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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 NuCana plc (the “Company”). All statements other than statements of historical fact contained in this press release are forward-looking statements, including statements regarding the completion and timing of the offering, the anticipated total gross proceeds from the offering and the uses thereof. 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, the risks and uncertainties related to global economic or market conditions, changes in our operating plans or funding requirements, satisfaction of customary closing conditions related to the offering 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, subsequent reports that the Company files with the SEC and the final prospectus supplement related to this offering. 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
Hugh S. Griffith
Chief Executive Officer
+44 131-357-1111
info@nucana.com

ICR Westwicke
Chris Brinzey
+1 339-970-2843
chris.brinzey@westwicke.com

FAQ

What is the size and price of NuCana's (NCNA) May 2025 offering?

NuCana priced a $7 million registered direct offering of 10,845,985 ADSs at $0.6454 per ADS, with each unit including Series A and Series B warrants.

How will NuCana (NCNA) use the proceeds from its 2025 offering?

The proceeds will fund drug discovery and development programs, working capital, capital expenditures, potential investments, acquisitions, and collaborations.

What are the terms of the warrants in NuCana's (NCNA) 2025 offering?

Each ADS comes with a Series A warrant exercisable at $0.8068 per share and a Series B warrant exercisable at $1.61 per share.

Who is the placement agent for NuCana's (NCNA) May 2025 offering?

Laidlaw & Company (UK) Ltd. is acting as the sole placement agent for the offering.