NCNA.NASDAQNucana PLC

20-F: NuCana Reports Increased Losses, Advances Melanoma Drug

Sentiment:

Annual Report


NuCana plc reported a significant increase in net losses for 2025, reaching £29.4 million, while advancing its lead oncology candidate NUC-7738 in melanoma and evaluating future paths for NUC-3373.

Capital raiseIn May 2025, the company completed a registered direct offering, issuing 2,452,935 ADSs and 8,393,050 pre-funded warrants, raising initial proceeds of £5.2 million.In June 2025, the company entered into an At-The-Market (ATM) sales agreement to sell ADSs with an aggregate offering price of up to $100.0 million.During 2025, the company sold and issued 450,758,552 ADSs under the ATM program, raising gross proceeds of £19.0 million.All 8,393,050 pre-funded warrants were exercised for gross proceeds of £0.1 million.Series B warrants were exercised under a zero exercise price option, resulting in the issuance of 356,412,705 ADSs and gross proceeds of £3.5 million.8,300,000 Series A warrants were exercised for gross proceeds of £0.8 million.The remaining Series A warrants were cancelled for a fixed cash payment of $3.6 million in June-July 2025.
Worse than expectedThe net loss for the year ended December 31, 2025, increased significantly to £29.4 million from £19.0 million in 2024.The accumulated deficit grew to £252.3 million as of December 31, 2025.Two significant clinical trials, NuTide:323 (NUC-3373 in colorectal cancer) and NuTide:121 (Acelarin in biliary tract cancer), were discontinued due to futility analyses, indicating a failure to meet primary objectives despite some positive signals.Income tax credit, primarily from R&D tax credits, decreased from £3.5 million in 2024 to £1.2 million in 2025, reflecting lower eligible R&D expenditures.The company had to implement two ADS-to-ordinary share ratio changes in 2024 and 2025 to maintain its Nasdaq listing, which often signals underlying share price weakness.

Summary

  • NuCana plc incurred a net loss of £29.4 million for the year ended December 31, 2025, an increase from £19.0 million in 2024, bringing the accumulated deficit to £252.3 million.
  • Cash and cash equivalents stood at £24.3 million as of December 31, 2025, up from £6.7 million in 2024, with a projected runway into 2029.
  • Research and development expenses decreased to £12.7 million in 2025 from £18.0 million in 2024, primarily due to reduced expenditure on NuTide:323, partially offset by increased spending on NuTide:701.
  • Administrative expenses increased to £8.1 million in 2025 from £5.0 million in 2024, driven by higher share-based payment expenses and professional fees related to warrant issuance.
  • NUC-7738, a novel anti-cancer agent, is in the Phase 2 part of a Phase 1/2 clinical trial (NuTide:701) for patients with advanced solid tumors, specifically in combination with pembrolizumab for PD-1 inhibitor-resistant melanoma.
  • Interim data from the NuTide:701 trial in September 2024 showed 9 of 12 metastatic melanoma patients achieved disease control with NUC-7738 plus pembrolizumab, including two partial responses and one complete metabolic response.
  • NUC-3373, a targeted Thymidylate Synthase inhibitor, was recently evaluated in a Phase 1b/2 modular clinical trial (NuTide:303) in combination with pembrolizumab for advanced solid tumors and docetaxel for lung cancer, showing encouraging anti-cancer activity.
  • The NuTide:323 randomized Phase 2 trial for NUC-3373 in metastatic colorectal cancer was discontinued in August 2024 following a futility analysis, as it was unlikely to achieve its primary objective of superior progression-free survival.
  • The Acelarin Phase 3 clinical trial (NuTide:121) for biliary tract cancer was discontinued in March 2022 due to a futility analysis, despite a higher objective response rate, as it did not translate into an overall survival benefit.
  • The company completed a registered direct offering and utilized an ATM sales agreement in 2025, raising gross proceeds of £19.5 million from ADS sales and £4.4 million from warrant exercises.
  • A revaluation loss of £12.6 million from derivative financial instruments (warrants) was recognized in 2025.
  • The company effected two ADS-to-ordinary share ratio changes in 2024 and 2025 to regain compliance with Nasdaq's minimum bid price requirement.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing with caution. While NUC-7738 shows promising early clinical data, the significant increase in net losses and the discontinuation of two clinical trials for other candidates raise concerns about the company's development pipeline and financial sustainability, despite a longer cash runway.

Positives

  • NUC-7738 in combination with pembrolizumab demonstrated encouraging efficacy signals in metastatic melanoma patients, including tumor volume reductions, prolonged time on treatment, and one complete metabolic response.
  • NUC-7738 showed potential to potentiate immunotherapy by reducing PD-1 expression and increasing CD8+ T-cells in patient tumor biopsies.
  • NUC-3373 exhibited significant tumor volume reductions and prolonged progression-free survival in patients with urothelial bladder cancer and metastatic melanoma in the NuTide:303 trial, indicating anti-tumor immune response potentiation.
  • The company maintains a cash and cash equivalents balance of £24.3 million as of December 31, 2025, providing a projected funding runway into 2029.
  • NuCana's proprietary ProTide technology is well-validated, having led to successful antiviral drugs by Gilead, and is being applied to overcome limitations of conventional nucleoside analogs in oncology.
  • The company has a robust intellectual property portfolio with 284 granted patents (26 U.S. issued) and 61 pending applications, protecting its lead candidates and technology.

Negatives

  • Net losses significantly increased to £29.4 million in 2025 from £19.0 million in 2024, contributing to an accumulated deficit of £252.3 million.
  • The NuTide:323 randomized Phase 2 clinical trial for NUC-3373 in metastatic colorectal cancer was discontinued due to futility, as it was unlikely to achieve its primary objective.
  • The Phase 3 clinical trial (NuTide:121) for Acelarin in biliary tract cancer was discontinued due to a futility analysis, despite a higher objective response rate, as it did not translate into an overall survival benefit.
  • A significant non-cash revaluation loss of £12.6 million from derivative financial instruments (warrants) was recognized in 2025.
  • Research and development tax credits decreased from £3.5 million in 2024 to £1.2 million in 2025, primarily due to lower eligible R&D expenses.
  • The company has had to effect two ADS-to-ordinary share ratio changes (in 2024 and 2025) to maintain compliance with Nasdaq's minimum bid price requirement, indicating sustained low share price performance.

Risks

  • Significant operating losses are expected to continue for the foreseeable future, and profitability may never be achieved or maintained.
  • Heavy dependence on the success of NUC-7738 and NUC-3373, with no assurance of regulatory approval for any indication.
  • Drug development is a lengthy, expensive, and uncertain process, with a high failure rate, especially for early-stage clinical programs.
  • Limited resources and access to capital necessitate prioritization of certain ProTide candidates and indications, which may prove to be suboptimal decisions.
  • Product candidates may cause undesirable side effects that could delay or prevent marketing approval, limit commercial profile, or result in negative consequences post-approval.
  • Reliance on third parties for clinical trials and manufacturing increases risks of delays, non-compliance, or insufficient supply.
  • Failure to obtain and maintain intellectual property protection, or infringement of others' patent rights, could impair commercialization efforts.
  • Exchange rate fluctuations, particularly between the pound sterling and the U.S. dollar, may adversely affect results of operations and financial condition.
  • Inadequate funding for regulatory agencies (e.g., FDA, SEC) could hinder timely review and approval processes.
  • Unstable market and economic conditions, including inflation and adverse developments in the financial services industry, could negatively impact business and stock price.
  • Cybersecurity incidents or failures of internal computer systems could disrupt product development programs and lead to liability.
  • The price of ADSs may be volatile and could fall below Nasdaq's minimum bid price, leading to delisting.
  • Potential for being classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, resulting in adverse tax consequences for U.S. investors.

Future Outlook

NuCana anticipates seeking regulatory guidance from the FDA in 2026 regarding the potential registrational pathway for NUC-7738 in melanoma. The company also expects to report final data from the NUC-7738 Phase 2 expansion study in 2026 and announce its development plan for NUC-3373 in 2026, evaluating optimal combinations and indications for potential further clinical trials. The company believes its existing cash and cash equivalents will be sufficient to fund anticipated operations into 2029.

Management Comments

  • Hugh S. Griffith, Chief Executive Officer, is a named inventor on over 398 patents and over 300 pending patent applications.
  • Jeffrey Bloss, M.D., Chief Medical Officer, brings over 20 years of leadership experience in oncology at multiple pharmaceutical/biopharmaceutical companies.
  • David Harrison, M.D., Head of Translational Medicine, is also a professor of Pathology at the University of St. Andrews and oversees ethics relating to human tissue at Lothian NHS University Hospitals.
  • Ian Webster, Interim Chief Financial Officer, has over 20 years of experience in finance, including over 10 years in senior positions within the biopharmaceutical sector.
  • Theresa Bruce, Chief Operating Officer, has over 25 years of experience in oncology research and development, leading teams in clinical planning and delivery.

Industry Context

StockSavvy.ai notes that NuCana operates in the highly competitive oncology biopharmaceutical sector, focusing on transforming nucleoside analogs, a cornerstone of chemotherapy, into more effective and safer medicines using its ProTide technology. This approach has been validated by the success of Gilead's antiviral drugs like sofosbuvir and tenofovir alafenamide fumarate, which also utilize phosphoramidate chemistry. The global chemotherapy market is projected to reach approximately $106 billion by 2030, indicating a substantial market opportunity for improved chemotherapeutic agents. The company's strategy to develop rational combination partners, particularly with immune checkpoint inhibitors, aligns with current trends in cancer therapy seeking synergistic effects to overcome resistance.

Comparison to Industry Standards

  • NUC-3373, derived from 5-fluorouracil (5-FU), aims to overcome limitations of 5-FU, which is one of the most widely used chemotherapeutic agents globally and is on the WHO's List of Essential Medicines. Preclinical studies showed NUC-3373 had up to 330 times greater anti-cancer activity than 5-FU in various tumor cell lines.
  • NUC-3373 generated intracellular levels of the active anti-cancer metabolite, FUDR-MP, 366 times higher than 5-FU in preclinical colorectal cancer cells, suggesting improved efficacy.
  • NUC-3373 demonstrated a favorable safety profile with no hand-foot syndrome observed (a common debilitating side effect of 5-FU) and no neutropenia or Grade 3/4 mucositis or diarrhea adverse events (associated with 5-FU's toxic metabolite FUTP).
  • NUC-3373's plasma half-life of 6 to 14 hours enables a shorter infusion time (30 minutes to four hours) compared to 5-FU's 46-hour continuous infusion, offering a significant administration advantage.
  • NUC-7738, a transformation of 3-deoxyadenosine (3-dA), addresses 3-dA's rapid breakdown by ADA, a key limiting factor that prevented 3-dA's successful clinical development as a chemotherapy.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Interim Chief Financial OfficerDonald Munoz (former CFO)Ian Webster2025-06-18Mr. Munoz departed effective February 7, 2025.
Chief Operating OfficerNATheresa Bruce2026-01Promotion from Senior Vice President of Clinical Operations.
Non-Executive DirectorAdam GeorgeNA2025-03-21Retired from the board.
Non-Executive DirectorBali Muralidhar, M.D., Ph.D.NA2025-10-21Retired from the board.
Executive Chairman of the Board of DirectorsNAAndrew Kay2025-06Assumed role from June 2025 to December 2025, then reverted to Non-Executive Director and Chairman.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Policy AdoptionAdopted a Clawback Policy providing for the recovery of certain incentive-based compensation from current and former executive officers in the event of financial statement restatements.2023-12-01Enhances corporate accountability and aligns with new Nasdaq listing standards.
Policy UpdateUpdated the Insider Trading Policy, governing the purchase, sale, and other dispositions of securities by directors, officers, employees, and consultants.2025-12Aims to promote compliance with insider trading laws and protect the company and its personnel from legal liability.
Committee RestructuringThe Development Committee ceased to exist, and its duties and responsibilities were assumed by the board of directors.2025-12Streamlines oversight of strategic direction and R&D investment, centralizing decision-making at the board level.
Scheme AmendmentThe 2020 Long-Term Incentive Plan (LTIP) was amended to extend the period during which grants may be made thereunder from five years to ten years.2026-01-09Provides greater flexibility and longevity for equity-based incentive compensation for employees, directors, and consultants.

Legal Proceedings

  • No pending litigation that, separately or in the aggregate, would have a material adverse effect on results of operations, financial condition, or cash flows.

Related Party Transactions

  • Service agreements have been entered into with each executive officer (Hugh Griffith, David Harrison, Ian Webster, Jeffrey Bloss, Theresa Bruce).
  • Deeds of indemnity have been entered into with each director and executive officer.
  • The company has a related person transaction policy requiring audit committee approval for all related person transactions.

Stakeholder Impact

  • Shareholders: Potential for significant dilution from future equity offerings and warrant exercises; continued volatility in ADS price due to financial performance and clinical trial outcomes; potential for delisting from Nasdaq if minimum bid price requirements are not met.
  • Employees: Participation in share option schemes provides incentives, but trial discontinuations and financial losses could impact morale and retention; management changes affect leadership structure.
  • Patients: Development of NUC-7738 and NUC-3373 offers potential new treatment options for various cancers, but trial discontinuations for Acelarin and NuTide:323 represent setbacks in bringing new therapies to market.
  • Creditors: Recurring losses and accumulated deficit indicate ongoing financial risk, though current cash runway extends into 2029.
  • Suppliers/CROs: Reliance on third-party manufacturers and CROs for clinical trials and manufacturing, with potential for disruptions or increased costs.

Next Steps

  • Report final data from the NUC-7738 Phase 2 expansion study in 2026.
  • Seek regulatory guidance from the FDA in 2026 regarding the potential registrational pathway for NUC-7738 in melanoma.
  • Announce the development plan for NUC-3373 in 2026, evaluating optimal combinations and indications for further clinical trials.
  • Continue to leverage proprietary ProTide technology platform to develop additional product candidates.
  • Further expand and enhance the intellectual property position.
  • Build a focused commercial organization to commercialize approved product candidates in major markets like the United States and Europe.

Key Dates

DateDescription
2016-01-14NuCana BioMed Limited 2016 Share Option Scheme approved and adopted by the Board.
2017-09-142016 Share Option Scheme amended.
2017-10-022016 Share Option Scheme further amended; Initial public offering of American Depositary Shares (ADSs) on The Nasdaq Global Select Market.
2020-06-252020 Long-Term Incentive Plan (LTIP) and 2020 Company Share Option Plan (CSOP) adopted.
2021-09Interim data from Phase 1 part of NuTide:701 trial presented at ESMO Congress.
2022-03Discontinuation of Phase 3 clinical trial (NuTide:121) investigating Acelarin in biliary tract cancer announced.
2022-09Data from Phase 1 dose-finding part of NuTide:701 trial presented at ESMO; Data from NuTide:302 trial presented at ESMO.
2022-10Data presented at 34th EORTC-NCI-AACR Annual Meeting showing NUC-3373 causes lung cancer cells to release DAMPs.
2023-04Data presented at AACR Annual Meeting indicating NUC-7738 reduces soluble PD-L1 and exosomal PD-L1.
2023-05-12Received written notification from Nasdaq regarding non-compliance with minimum $1.00 bid price requirement.
2023-10Interim data from Phase 2 part of NuTide:701 trial presented at AACR-NCI-EORTC International Conference; Data from NuTide:323 trial presented at AACR-NCI-EORTC International Conference.
2023-11-09Transferred listing of ADSs from The Nasdaq Global Select Market to The Nasdaq Capital Market.
2023-12-01Board adopted a Clawback Policy.
2024-04-16Effected a ratio change of ADSs to ordinary shares (1 ADS to 25 ordinary shares).
2024-05-01Regained compliance with Nasdaq minimum closing bid price requirement.
2024-08Discontinuation of NuTide:323 trial announced.
2024-09Promising data from Phase 2 part of NuTide:701 trial presented at ESMO.
2024-11Data from NuTide:303 trial published in medRxiv.
2025-04-23Shareholders approved exclusion of preemptive rights; Issued share capital subdivided and redesignated.
2025-05Completed a registered direct offering of ADSs and warrants.
2025-06Initiated an expansion of the Phase 2 part of the NuTide:701 trial; Entered into an ATM sales agreement with A.G.P./Alliance Global Partners and Laidlaw & Company (UK) Ltd.; Board approved grant of 3,478,076,732 ordinary shares options.
2025-06-18Received written notification from Nasdaq regarding non-compliance with minimum $1.00 bid price requirement.
2025-07-08Received written notification from Nasdaq regarding closing below $0.10 per share for ten consecutive trading days, subject to delisting.
2025-08-11Effected a ratio change of ADSs to ordinary shares (1 ADS to 5,000 ordinary shares).
2025-09-04Regained compliance with Nasdaq minimum closing bid price requirement.
2025-10Data presented at ESMO describing a novel model system evaluating synergistic effects of NUC-7738 and PD-1 inhibition in RCC organoids.
2025-12Further data from Phase 2 part of NuTide:701 trial presented at ESMO Immuno-Oncology Congress; Development Committee ceased to exist; Board adopted Insider Trading Policy.
2026-01Granted 3,851,136,696 share options to employees, consultants, and directors; 2020 LTIP amended to extend grant period from five to ten years.
2026-02President Trump signed PBM regulatory reforms into law; Trump Administration announced deals with 16 major drug manufacturers for most-favored-nation pricing.
2026-09Congress to finalize reauthorization of prescription drug user fee package by this date to avoid disruption in FDA's review goals.
2027-01-01IFRS 18 and IFRS 19 become effective.
2027-02-03Company will cease to be subject to the U.K. Takeover Code.
2027Expected effective date for U.K. stamp taxes on shares framework modernization.
2029Projected cash runway into this year based on current operating plan.
2030-06-25Expiry of the period during which new awards may be granted under the 2020 LTIP.
2035Expected expiration of granted patents for NUC-7738 and NUC-3373 (excluding extensions).
2036Expected expiration of patents for NUC-7738 and NUC-3373 formulations and methods.
2037-08-14Lease expiry for executive office in Edinburgh, United Kingdom.
2043Expected expiration of patents for NUC-7738 and NUC-3373 specific uses.

Recommendation

hold

NuCana plc presents a mixed picture. While the significant net losses and the discontinuation of two clinical trials are concerning, the promising early-stage clinical data for NUC-7738 in melanoma, coupled with a cash runway extending into 2029, suggest that the company has the potential to advance its lead candidate. The ProTide technology is innovative and has shown promise in preclinical and early clinical settings. However, the high-risk nature of drug development, particularly in oncology, and the company's history of trial discontinuations warrant a cautious approach. Investors should hold to monitor the upcoming NUC-7738 Phase 2 expansion data and regulatory guidance, as these will be critical determinants of future value, while acknowledging the substantial financial risks and the need for successful commercialization to achieve profitability.

Keywords

NuCana, ProTides, NUC-7738, NUC-3373, Melanoma, Oncology, Clinical Trials, Biopharmaceutical, Cancer Treatment, Drug Development, SEC Filing, Nasdaq, Share Options, Financial Results, PD-1 Inhibitor, Pembrolizumab, Thymidylate Synthase, 5-Fluorouracil, Metastatic Colorectal Cancer, Biliary Tract Cancer, Gemcitabine, Phosphoramidate Chemistry, Regulatory Approval, Intellectual Property

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