--- title: "NuCana files for offering of up to 16,049,383 ADSs" url: "https://aibio.space/news/nucana-files-offering-up-16-049-383-adss-series-b-warrants/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-04-24" section: "Financings" tickers: "NASDAQ:NCNA" source: "https://www.sec.gov/Archives/edgar/data/1709626/000119312525092131/d906809df1.htm" summary: "The offering is a best-efforts deal placed by Laidlaw & Company (UK) Ltd. Warrant terms with a zero exercise price option and reset provisions could push t" --- By the aibio.space news desk. Sources - [NuCana plc F-1 (2025-04-24)](https://www.sec.gov/Archives/edgar/data/1709626/000119312525092131/d906809df1.htm) - [NuCana plc 20-F (2025-03-20): business](https://www.sec.gov/Archives/edgar/data/1709626/000095017025042709/ncna-20241231.htm) [NCNA](https://aibio.space/companies/nucana/) 2025-04-24 # NuCana files for offering of up to 16,049,383 ADSs with Series A and B warrants Tickers [NCNA](https://aibio.space/companies/nucana/) The offering is a best-efforts deal placed by Laidlaw & Company (UK) Ltd. Warrant terms with a zero exercise price option and reset provisions could push the number of ADSs issued far above the 16,049,383 offered. ## Key facts - **Company**: NuCana plc (NASDAQ: NCNA) - **News type**: Financings - **Primary source**: [NuCana plc F-1 (2025-04-24)](https://www.sec.gov/Archives/edgar/data/1709626/000119312525092131/d906809df1.htm) *A boardroom table with chairs and a laptop. CC0, via rawpixel. The picture shows the field, not the companies named.* NuCana plc (Nasdaq: [NCNA](https://aibio.space/companies/nucana/)) filed a Form F-1 registration statement with the Securities and Exchange Commission on April 24, 2025 for a reasonable best efforts offering of up to 16,049,383 American Depositary Shares, or ADSs. Each ADS, or a pre-funded warrant in its place, would be sold with a Series A warrant and a Series B warrant, and each warrant lets its holder buy one ADS. The company assumed a combined offering price of $0.81 per ADS, the closing price on The Nasdaq Capital Market on April 21, 2025. At that price it estimates net proceeds of about $11.2 million if it sells every security. The estimate falls to $8.2 million at 75% of the securities, $5.2 million at 50% and $2.2 million at 25%. Because there is no minimum, the filing says the actual net proceeds "may be substantially less" than the maximum. ### Who is placing the deal Laidlaw & Company (UK) Ltd. is the placement agent. It has agreed to use reasonable best efforts to arrange sales. It is not buying the securities or required to sell any set amount. The filing does not name an underwriter. No minimum must be sold to close, investor funds are not held in escrow, and buyers get no refund if the company sells less than the full amount. The cover page lists Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., of Boston, and Sullivan & Worcester LLP, of New York, to receive copies. It does not say which firm acts for whom. ### Warrant terms Each warrant has an exercise price equal to 125% of the combined offering price. The Series A warrants expire on the five-year anniversary of the initial exercise date. The Series B warrants expire on the two and one half-year anniversary of that date. The Series B warrants carry a "zero exercise price" option, usable after the eleventh trading day following the initial exercise date. Under it, a holder receives ADSs equal to the cash-exercise number multiplied by 3.0. NuCana says it does not expect cash proceeds from the Series B warrants. The filing puts the maximum ADSs issuable on exercise of each warrant series at 200,617,288. If Series B holders use the zero exercise price option, the maximum rises to 401,234,576. Both series also have reset provisions that can lower the exercise price if the ADS price falls. ### Cash and dilution already under way At December 31, 2024, NuCana reported cash and cash equivalents of £6,749 thousand and total equity attributable to shareholders of £5,954 thousand. Its accumulated deficit was £224,294 thousand. On a pro forma as adjusted basis, the filing shows cash of £16,160 thousand. After year-end and through the date of the registration statement, the company sold 394,303 ADSs, representing 9,857,575 ordinary shares, to Jefferies LLC under an at-the-market sales agreement. Net proceeds after commissions and expenses were £0.5 million. NuCana says the net proceeds, with existing cash, will fund drug discovery and development and general corporate purposes. It says the funds will cover operating expenses and capital expenditure at least through 2026, but adds that it could use its capital resources sooner than it now expects. ### The business and the shareholder vote NuCana calls itself a clinical-stage biopharmaceutical company that applies its ProTide technology to nucleoside analogs, chemotherapy agents that remain standard care for many solid and hematological tumors. The company says those agents often lack efficacy and are poorly tolerated. Its pipeline includes NUC-7738 and NUC-3373. The ADSs moved to The Nasdaq Capital Market from The Nasdaq Global Select Market on November 9, 2023. On April 23, 2025, shareholders approved splitting each of the 151,923,897 ordinary shares into one share of £0.0004 and 99 deferred shares, and gave the board authority to allot up to £20,000,000 in shares until June 30, 2026 or, if earlier, the conclusion of the 2026 annual general meeting. ### What comes next Sales can start only after the Securities and Exchange Commission declares the registration statement effective, and the filing says the offering will start as soon as practicable after that date. Existing holders face the reset terms and a possible large rise in ADSs, against year-end cash of £6,749 thousand. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story NCNA NuCana plc NASDAQ · United Kingdom Open the starter desk ## More in Financings Financings ### [INmune Bio raises $4.50 million in registered direct offering with warrants](https://aibio.space/news/inmune-bio-raises-4-50-million-registered-direct-offering-warrants/) Oct 29, 2026 Financings ### [Lexeo Therapeutics files $300 million shelf registration](https://aibio.space/news/lexeo-therapeutics-files-300-million-shelf-registration/) Oct 29, 2026 Financings ### [ProKidney files $650 million shelf with $200 million Jefferies sales program](https://aibio.space/news/prokidney-files-650-million-shelf-200-million-jefferies-sales-program/) Oct 29, 2026 --- Source page: https://aibio.space/news/nucana-files-offering-up-16-049-383-adss-series-b-warrants/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "NuCana files for offering of up to 16,049,383 ADSs", 2025-04-24, https://aibio.space/news/nucana-files-offering-up-16-049-383-adss-series-b-warrants/