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
(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 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superseded by documents or reports subsequently filed or furnished.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.
|
|
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| NuCana plc |
|
|
| By: |
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/s/ Ian Webster |
| Name: |
|
Ian Webster |
| Title: |
|
Interim Chief Financial Officer (Principal Financial and Accounting Officer) |
Date: November 13, 2025
