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NuCana plc (Nasdaq: NCNA) has filed a Form 6-K to notify investors of an upcoming change to its American Depositary Share (ADS) programme. The company will consolidate its ADSs by altering the conversion ratio from 1 ADS = 25 ordinary shares to 1 ADS = 5,000 ordinary shares, producing the economic effect of a 1-for-200 reverse ADS split. According to the filing, the action is purely mechanical and will not affect any holder’s proportional equity interest. The revised ratio is expected to take effect at the start of trading on the Nasdaq Capital Market on 8 August 2025 (U.S. Eastern Time). The document contains no financial statements or operational updates; it simply details the corporate action, incorporates the related press release (Exhibit 99.1) by reference, and states that the information will be included in several of NuCana’s registration statements. Standard forward-looking statement language regarding potential market impacts is also provided.
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.
NuCana plc (Nasdaq: NCNA) has filed a Form 424B5 prospectus supplement establishing an at-the-market (ATM) equity program that permits the sale, from time to time, of American Depositary Shares (ADSs) with an aggregate offering limit of up to US$100 million. Each ADS represents 25 ordinary shares with a nominal value of £0.0004 per share.
Key terms:
- Sales agents: A.G.P./Alliance Global Partners and Laidlaw & Company (UK) Ltd. will act on a best-efforts basis and are deemed “underwriters” under the Securities Act.
- Commission: Agents will receive 3.0 % of gross proceeds; NuCana will also reimburse certain offering expenses and provide customary indemnification.
- Offering format: Sales will be conducted as “at-the-market offerings” under Rule 415(a)(4); there is no escrow arrangement and no obligation for agents to place a minimum amount.
- Listing/price reference: ADSs trade on the Nasdaq Capital Market under the symbol “NCNA”; the last reported price on 26 June 2025 was US$0.0826 per ADS.
- Use of proceeds: Specific uses are not detailed here; investors are directed to the “Use of Proceeds” section (page S-11) for further information.
The filing highlights standard risk disclosures (pages S-6 onward) and reiterates that NuCana’s financial statements are prepared under IFRS and presented in pounds sterling.
Overall, the document provides NuCana with flexible access to capital but also introduces potential dilution for existing shareholders, particularly given the company’s low prevailing share price.