UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO
RULE 13a-16 OR 15d-16
OF THESECURITIES EXCHANGE ACT OF 1934
For the month of May 2024
(Commission
File No. 001-38215)
NUCANA PLC
(Translationof registrant's name into English)
3 LochsideWay
Edinburgh EH12 9DT
United Kingdom
(Addressof registrant's principal executive office)
Indicate by check mark whetherthe registrant files or will file annual reports
under cover
Form 20-F or
Form 40-F.
Form
20-FForm 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):
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Other Events
On May 1, 2024, NuCana plc (the "Company") issued a press release announcing
that it has received written notification from The Nasdaq StockMarket
indicating that the Company has regained compliance with the minimum $1.00 per
share bid price requirement as a result of the Company's American Depositary
Shares having a closing bid price of $1.00 per share or greater for
10consecutive business days. The press release is attached as Exhibit 99.1
hereto and is incorporated by reference herein.
The information in the attachedExhibit 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 insuch a filing.
Exhibits
99.1 Press Release, dated May 1, 2024
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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/ Donald Munoz
Name: Donald Munoz
Title: Chief Financial Officer
Date: May 1, 2024
Exhibit 99.1
NuCana Regains Compliance with Nasdaq Minimum Bid Price Requirement
Edinburgh, United Kingdom, May 1, 2024 (GLOBE NEWSWIRE) - NuCana plc (NASDAQ:
NCNA), ("NuCana" or the "Company"), announced thatit has received a written
notification (the "Notification Letter") from the Listing Qualifications
Department of the Nasdaq Stock Market, LLC ("Nasdaq") informing the Company
that it has regained compliance with the minimum bidprice requirement for
continued listing set forth in Nasdaq Listing Rule 5450(a)(1) (the "Minimum
Bid Price Requirement") and the matter is closed.
As announced on May 12, 2023, the Company was notified by Nasdaq that it was
not in compliance with the Minimum Bid Price Requirement, as the closing
bidprice of the Company's American Depositary Shares (the "ADSs") had been
below $1.00 for 30 consecutive business days. On November 13, 2023, in
connection with the transfer of its ADSs to the Nasdaq Capital Market, Nasdaq
grantedthe Company an additional
180-day
period (or until May 6, 2024) to regain compliance with the Minimum Bid Price
Requirement by maintaining a minimum closing bid price of $1.00 or more for at
least 10consecutive business days.
The Notification Letter confirmed that the Company evidenced a closing bid
price of the Company's ADSs on Nasdaq at orgreater than the $1.00 per ADS
minimum requirement for 10 consecutive business days from April 16, 2024 to
April 29, 2024 and that the Company has regained compliance with the Minimum
Bid Price Requirement.
About NuCana
NuCana is a clinical-stagebiopharmaceutical 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 effectiveand 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.Utili
zing 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'spipeline includes
NUC-3373
and
NUC-7738.
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 three ongoing clinical studies: a Phase 1b/2
study (NuTide:302) in combination withleucovorin, irinotecan or oxaliplatin,
and bevacizumab in patients with metastatic colorectal cancer; a randomized
Phase 2 study (NuTide:323) in combination with leucovorin, irinotecan, and
bevacizumab for the second-line treatment of patients withadvanced colorectal
cancer; and a Phase 1b/2 modular study (NuTide:303) of
NUC-3373
in combination with the
PD-1
inhibitor pembrolizumab for patients with advanced solidtumors and in
combination with docetaxel for patients with lung cancer.
NUC-7738
is a transformation of 3'-deoxyadenosine, a novel anti-cancer nucleoside analog.
NUC-7738
is in the Phase 2 part of a Phase 1/2 study in patients with advanced solid
tumors which is evaluating
NUC-7738
as a monotherapy and in combination withpembrolizumab.
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Forward-Looking Statements
This press release may contain "forward-looking" statements within the meaning
of the Private Securities Litigation Reform Act of 1995 that arebased 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-lookingstatements,
including statements concerning the Company's ability to maintain compliance
with Nasdaq's minimum bid price requirement and other continued listing
requirements of the Nasdaq Capital Market, the Company's planned andongoing
clinical studies for the Company's product candidates and the potential
advantages of those product candidates, including
NUC-3373
and
NUC-7738;
theinitiation, enrollment, timing, progress, release of data from and results
of those planned and ongoing clinical studies; the Company's goals with
respect to the development, regulatory pathway and potential use, if approved,
of each of itsproduct candidates; and the utility of prior
non-clinical
and clinical data in determining future clinical results. 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 negativeof 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 fromany 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 set forth in the "Risk Factors" section ofthe
Company's Annual Report on Form
20-F
for the year ended December 31, 2023 filed with the Securities and Exchange
Commission ("SEC") on March 20, 2024, and subsequent reports thatthe Company
files with the SEC. 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-lookingstatement
s 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 thedate of this press release to conform any of the forward-looking
statements to actual results or to changes in its expectations.
For moreinformation, 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