NuCana plc prices best-efforts offering of 2,452,935 ADSs with warrants

NuCana plc (Nasdaq: NCNA) is selling 2,452,935 American Depositary Shares, or ADSs, on a reasonable best efforts basis in a final prospectus filed May 7, 2025, which means no one guarantees that any particular amount will be sold. The ADSs represent 61,323,375 ordinary shares, with each ADS representing twenty-five ordinary shares. Each ADS, or a pre-funded warrant in its place, is sold with a Series A warrant and a Series B warrant, each to buy one ADS. The combined public offering price is $0.6454 per ADS. The last reported sale price on The Nasdaq Capital Market on May 5, 2025 was $1.10 per ADS.

Warrant terms

Series A warrants are priced at 125% of the combined offering price and expire on the five-year anniversary of the initial exercise date. Series B warrants have an exercise price of 250% of the combined price and expire on the two and one half-year anniversary. The offering covers up to 10,845,985 Series A warrants and up to 10,845,985 Series B warrants.

Buyers who would otherwise hold more than 4.99% of the ADSs, or 9.99% if they elect it, can take pre-funded warrants for up to 8,393,050 ADSs instead. The prospectus says up to 485,357,829 ADSs may be issued on exercise of the warrants and pre-funded warrants.

The Series B warrants include a "zero exercise price" option. Holders can use it only after the Series B Liquidity Date, which arrives when trading volume equals or exceeds 300% of the ADSs sold in the offering. Under the option, a holder receives ADSs without paying the stated exercise price, though a nominal exercise price still applies. The prospectus sets a floor equal to the nominal value of £0.0004 per ordinary share, and says the warrants can never be exercised below that floor. Both warrant series have reset provisions that increase the number of ADSs issuable as the ADS price falls further below the initial exercise price.

Placement and proceeds

Laidlaw & Company (UK) Ltd. is the placement agent. It has agreed to use reasonable best efforts to arrange sales, but it is not buying the securities and is not required to sell any specific amount. There is no minimum amount to close, no escrow, and one closing for all securities bought. The company may sell fewer than all of the securities offered.

The company estimates net proceeds of about $5.5 million after placement agent fees and offering expenses, assuming no warrants are exercised. It says the actual amount may be "substantially less" than the maximum on the cover page.

Cash and the share sales already made

At December 31, 2024, NuCana had 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, cash is shown at £11,585 thousand.

After year-end and through the date of the prospectus, 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, together with existing cash, will fund its drug discovery and development programs and general corporate purposes. It says its funds will cover operating expenses and capital expenditure at least through 2026, and it warns that it could use its available capital resources sooner than it expects.

The business

NuCana describes itself as a clinical-stage biopharmaceutical company that applies its ProTide technology to nucleoside analogs, chemotherapy agents used 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 have traded on The Nasdaq Capital Market since November 9, 2023.

What comes next

The offering is a best efforts sale, so the amount raised depends on demand for the warrants as well as the ADSs. The warrant terms show that the number of ADSs could rise sharply if the Series B warrants are exercised through the zero exercise price option.

Report an error

Companies in this story

NCNANuCana plcNASDAQ · United KingdomOpen the starter desk