STOCK TITAN

NCNA Gets Second Nasdaq Notice; Hearing to Delay Potential Delisting

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

NuCana plc (NASDAQ: NCNA) faces heightened delisting risk. The company disclosed that on July 8, 2025 it received a second notice from Nasdaq after its American Depositary Shares closed below $0.10 for 10 consecutive trading days (period ended July 7, 2025). This follows an earlier June 18, 2025 notice for falling below the $1.00 minimum bid price, which granted NuCana until December 15, 2025 to regain compliance. Under Nasdaq Listing Rule 5810(c)(3)(A)(iii), falling below $0.10 triggers imminent delisting unless the issuer requests a hearing.
NuCana intends to timely request a hearing before the Nasdaq Hearings Panel. The hearing request will automatically stay any suspension or delisting action pending the Panel’s decision, giving management additional time to present a compliance plan or pursue corporate actions (e.g., reverse split) to restore the share price.

No financial results, operational updates, or transactions were included; the 6-K focuses solely on the listing status. The information is incorporated by reference into the company’s existing Form F-3 and S-8 registration statements.

Positive

  • The company will request a Nasdaq Hearings Panel review, automatically staying any suspension or delisting action during the appeal process.

Negative

  • ADS bid price fell below $0.10 for 10 consecutive days, triggering immediate Nasdaq delisting procedures.
  • Company is already out of compliance with the $1.00 minimum bid price rule, compounding listing deficiencies and increasing risk to shareholders.

Insights

TL;DR: Nasdaq $0.10 bid-price breach escalates delisting threat; hearing buys limited time.

The second Nasdaq notice materially worsens NuCana’s liquidity and capital-markets outlook. Sub-$0.10 pricing suggests diminished investor confidence and potential non-compliance with brokers’ custodial rules, further constraining trading volumes. While a hearing stay delays delisting, historically Panels grant 180-day extensions only with credible remediation plans such as a firmly scheduled reverse split. Absent rapid tangible catalysts, the risk of migration to OTC markets rises, likely pressuring the stock’s valuation and increasing financing costs.

TL;DR: Governance focus shifts to safeguarding U.S. listing; board must act swiftly.

The board now faces a time-sensitive governance challenge. Failure to maintain Nasdaq listing can limit institutional ownership, reduce transparency, and impair equity-based compensation programs referenced in the S-8 filings. The announced intent to request a hearing is procedurally correct, yet investors will expect a clearly articulated action plan—often a reverse split resolution requiring shareholder approval. Delay or indecision could signal weak governance oversight, potentially eroding stakeholder trust.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

Why did Nasdaq issue a second delisting notice to NCNA?

NuCana’s ADSs traded below $0.10 for 10 consecutive days, violating Nasdaq Listing Rule 5810(c)(3)(A)(iii).

Does the hearing request prevent NuCana’s delisting?

Yes. A timely request for a Panel hearing stays suspension or delisting until a decision is reached.

How long does NuCana have to regain the $1.00 minimum bid price?

The earlier notice granted an extension through December 15, 2025 to meet the $1.00 requirement.

What options can NuCana pursue to regain compliance?

Typical remedies include a reverse stock split or corporate actions aimed at sustainably raising the share price.

Are there any financial results disclosed in this Form 6-K?

No. The filing pertains solely to Nasdaq listing compliance; no earnings or operational data were provided.
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 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

As previously disclosed, on June 18, 2025, NuCana plc (the “Company”) received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the bid price for of its American Depositary Shares (“ADSs”) had closed below the $1.00 per share minimum bid price threshold for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”), for the preceding 30 consecutive trading days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was granted a 180-calendar day period, through December 15, 2025, to regain compliance with the Bid Price Requirement.

On July 8, 2025, the Company received a second written notice (the “Second Notice”) from Nasdaq stating 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. Accordingly, the Company was notified that, in accordance with Nasdaq Listing Rule 5810(c)(3)(A)(iii), the Company was subject to delisting unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company plans to timely request a hearing before the Panel, which request will stay any suspension or delisting action pending the ultimate outcome of the hearing process.

The information contained in 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), and its Registration Statements on Form S-8 (File Nos. 333-223476 and 333-248135).


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

Date: July 9, 2025