NuCana (NASDAQ: NCNA) restores full Nasdaq listing compliance status

Rhea-AI Filing Summary

NuCana plc has confirmed that it is now in compliance with all applicable continued listing criteria of The Nasdaq Capital Market. This follows earlier notices from Nasdaq that the bid price of NuCana’s American Depositary Shares had fallen below the minimum bid price requirement, and had also closed below $0.10 per share for 10 consecutive trading days, which put the shares at risk of delisting.

The company presented a plan to regain compliance at a Nasdaq Hearings Panel meeting on August 21, 2025. On September 4, 2025, Nasdaq’s Office of the General Counsel notified NuCana that it is in compliance with Nasdaq’s listing rules, meaning its ADSs can continue trading on The Nasdaq Capital Market under current criteria.

Positive

• NuCana regains compliance with Nasdaq listing rules, eliminating an immediate delisting risk for its ADSs.

Negative

• None.

Insights

Equity Analyst

NuCana removes an immediate Nasdaq delisting risk by regaining listing compliance.

NuCana plc received prior Nasdaq notices because the bid price of its American Depositary Shares did not meet the Nasdaq Listing Rule 5550(a)(2) bid price requirement and had traded below $0.10 per share for 10 consecutive trading days. These deficiencies meant the ADSs were subject to potential delisting unless NuCana successfully appealed.

After presenting a compliance plan to a Nasdaq Hearings Panel on August 21, 2025, NuCana was notified by Nasdaq’s Office of the General Counsel on September 4, 2025 that it is in compliance with Nasdaq’s listing rules. This outcome removes an immediate threat to the company’s Nasdaq Capital Market listing, which is important for liquidity and access to U.S. capital markets, though future compliance will still depend on ongoing trading performance.

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

99.1 Press Release, dated September 5, 2025

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

FAQ

What did NuCana plc (NCNA) announce about its Nasdaq listing status?

NuCana plc announced that it is in compliance with all applicable continued listing criteria of The Nasdaq Capital Market, confirming that its American Depositary Shares currently meet Nasdaq’s listing rules.

Why was NuCana plc (NCNA) previously at risk of Nasdaq delisting?

NuCana had been notified by Nasdaq that the bid price of its ADSs did not satisfy Nasdaq Listing Rule 5550(a)(2) for 30 consecutive trading days and that the bid price had closed below $0.10 per share for 10 consecutive trading days, which subjected the ADSs to potential delisting.

How did NuCana plc (NCNA) address the Nasdaq bid price deficiency?

NuCana requested a hearing and, at a session before the Nasdaq Hearings Panel on August 21, 2025, presented its plan to regain compliance with the bid price requirement.

When did Nasdaq confirm NuCana plc (NCNA) is back in compliance?

On September 4, 2025, the Office of the General Counsel of Nasdaq notified NuCana that the company is in compliance with Nasdaq’s listing rules.

Does this Nasdaq compliance update affect NuCana plc’s existing registration statements?

The company states that information in the second and third paragraphs is incorporated by reference into its existing Form F-3 and two Form S-8 registration statements, linking this Nasdaq compliance update into those shelf and equity compensation registrations.

What does continued Nasdaq Capital Market listing mean for NuCana plc (NCNA) investors?

Continued listing on The Nasdaq Capital Market helps maintain trading liquidity and visibility for NuCana’s ADSs, as the prior bid price deficiency and potential delisting risk have been resolved through regained compliance.