Full Press Release Details
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||
| Notes | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||
| (in thousands, except per share data) | ||||||||||||||||||||
| Research and development expenses | (2,172 | ) | (3,736 | ) | (11,001 | ) | (17,288 | ) | ||||||||||||
| Administrative expenses | (1,399 | ) | (1,358 | ) | (6,989 | ) | (4,448 | ) | ||||||||||||
| Other income | 3 | 2,692 | - | 2,692 | - | |||||||||||||||
| Net foreign exchange gains (losses) | 100 | (229 | ) | (161 | ) | (208 | ) | |||||||||||||
| Operating loss | (779 | ) | (5,323 | ) | (15,459 | ) | (21,944 | ) | ||||||||||||
| Finance income | 153 | 72 | 213 | 283 | ||||||||||||||||
| Finance expense | 4 | - | - | (12,648 | ) | - | ||||||||||||||
| Loss before tax | (626 | ) | (5,251 | ) | (27,894 | ) | (21,661 | ) | ||||||||||||
| Income tax credit | 5 | 345 | 740 | 1,026 | 3,317 | |||||||||||||||
| Loss for the period attributable to equity holders of the Company | (281 | ) | (4,511 | ) | (26,868 | ) | (18,344 | ) | ||||||||||||
| Basic and diluted loss per ordinary share | 6 | (0.00 | ) | (0.07 | ) | (0.00 | ) | (0.32 | ) |
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (in thousands) | ||||||||||||||||
| Loss for the period | (281 | ) | (4,511 | ) | (26,868 | ) | (18,344 | ) | ||||||||
| Other comprehensive income (expense): | ||||||||||||||||
| Items that may be reclassified subsequently to profit or loss: | ||||||||||||||||
| Exchange differences on translation of foreign operations | 14 | (52 | ) | (62 | ) | (45 | ) | |||||||||
| Other comprehensive income (expense) for the period | 14 | (52 | ) | (62 | ) | (45 | ) | |||||||||
| Total comprehensive loss for the period | (267 | ) | (4,563 | ) | (26,930 | ) | (18,389 | ) | ||||||||
| Attributable to: | ||||||||||||||||
| Equity holders of the Company | (267 | ) | (4,563 | ) | (26,930 | ) | (18,389 | ) |
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| September 30, 2025 | December 31, 2024 | |||||||||||
| (in thousands) | ||||||||||||
| Notes | ||||||||||||
| Assets | ||||||||||||
| Non-current assets | ||||||||||||
| Intangible assets | 7 | 2,197 | 2,199 | |||||||||
| Property, plant and equipment | 157 | 197 | ||||||||||
| Deferred tax asset | 5 | 123 | 113 | |||||||||
| 2,477 | 2,509 | |||||||||||
| Current assets | ||||||||||||
| Prepayments, accrued income and other receivables | 2,976 | 922 | ||||||||||
| Current income tax receivable | 5 | 1,613 | 4,594 | |||||||||
| Cash and cash equivalents | 8 | 25,249 | 6,749 | |||||||||
| 29,838 | 12,265 | |||||||||||
| Total assets | 32,315 | 14,774 | ||||||||||
| Equity and liabilities | ||||||||||||
| Capital and reserves | ||||||||||||
| Share capital and share premium | 10 | 189,586 | 151,827 | |||||||||
| Other reserves | 86,599 | 78,421 | ||||||||||
| Accumulated deficit | (250,259 | ) | (224,294 | ) | ||||||||
| Total equity attributable to equity holders of the Company | 25,926 | 5,954 | ||||||||||
| Non-current liabilities | ||||||||||||
| Provisions | 58 | 37 | ||||||||||
| Lease liabilities | 60 | 117 | ||||||||||
| 118 | 154 | |||||||||||
| Current liabilities | ||||||||||||
| Trade payables | 1,662 | 2,705 | ||||||||||
| Payroll taxes and social security | 115 | 134 | ||||||||||
| Accrued expenditure | 4,418 | 5,714 | ||||||||||
| Lease liabilities | 76 | 73 | ||||||||||
| Provisions | - | 40 | ||||||||||
| 6,271 | 8,666 | |||||||||||
| Total liabilities | 6,389 | 8,820 | ||||||||||
| Total equity and liabilities | 32,315 | 14,774 |
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| For the Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||
| Share capital | Share premium | Own share reserve | Share option reserve | Foreign currency translation reserve | Capital reserve | Accumulated deficit | Total equity attributable to equity holders | |||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
| Balance at January 1, 2024 | 2,114 | 141,306 | (339 | ) | 37,043 | 3 | 42,466 | (207,706 | ) | 14,887 | ||||||||||||||||||||||
| Loss for the period | - | - | - | - | - | - | (18,344 | ) | (18,344 | ) | ||||||||||||||||||||||
| Other comprehensive expense for the period | - | - | - | - | (45 | ) | - | - | (45 | ) | ||||||||||||||||||||||
| Total comprehensive loss for the period | - | - | - | - | (45 | ) | - | (18,344 | ) | (18,389 | ) | |||||||||||||||||||||
| Share-based payments | - | - | - | 1,667 | - | - | - | 1,667 | ||||||||||||||||||||||||
| Exercise of share options | 6 | 1 | - | (330 | ) | - | - | 326 | 3 | |||||||||||||||||||||||
| Lapse of share options | - | - | - | (2,065 | ) | - | - | 2,065 | - | |||||||||||||||||||||||
| Issue of share capital | 1,825 | 4,546 | - | - | - | - | - | 6,371 | ||||||||||||||||||||||||
| Share issue expenses | - | (191 | ) | - | - | - | - | - | (191 | ) | ||||||||||||||||||||||
| Balance at September 30, 2024 | 3,945 | 145,662 | (339 | ) | 36,315 | (42 | ) | 42,466 | (223,659 | ) | 4,348 | |||||||||||||||||||||
| Balance at January 1, 2025 | 5,681 | 146,146 | (339 | ) | 36,276 | 18 | 42,466 | (224,294 | ) | 5,954 | ||||||||||||||||||||||
| Loss for the period | - | - | - | - | - | - | (26,868 | ) | (26,868 | ) | ||||||||||||||||||||||
| Other comprehensive expense for the period | - | - | - | - | (62 | ) | - | - | (62 | ) | ||||||||||||||||||||||
| Total comprehensive loss for the period | - | - | - | - | (62 | ) | - | (26,868 | ) | (26,930 | ) | |||||||||||||||||||||
| Share-based payments | - | - | - | 9,143 | - | - | - | 9,143 | ||||||||||||||||||||||||
| Exercise of share options | 1 | - | - | (43 | ) | - | - | 43 | 1 | |||||||||||||||||||||||
| Lapse of share options | - | - | - | (860 | ) | - | - | 860 | - | |||||||||||||||||||||||
| Issue of share capital | 4,927 | 15,258 | - | - | - | - | - | 20,185 | ||||||||||||||||||||||||
| Exercise of warrants | 3,731 | 15,188 | - | - | - | - | - | 18,919 | ||||||||||||||||||||||||
| Share issue expenses | - | (1,346 | ) | - | - | - | - | - | (1,346 | ) | ||||||||||||||||||||||
| Balance at September 30, 2025 | 14,340 | 175,246 | (339 | ) | 44,516 | (44 | ) | 42,466 | (250,259 | ) | 25,926 |
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| (in thousands) | ||||||||
| Cash flows from operating activities | ||||||||
| Loss for the period | (26,868 | ) | (18,344 | ) | ||||
| Adjustments for: | ||||||||
| Income tax credit | (1,026 | ) | (3,317 | ) | ||||
| Amortization and depreciation | 205 | 407 | ||||||
| Movement in provisions | (40 | ) | - | |||||
| Finance income | (213 | ) | (283 | ) | ||||
| Finance expense | 12,648 | - | ||||||
| Interest expense on lease liabilities | 7 | 14 | ||||||
| Share-based payments | 9,143 | 1,667 | ||||||
| Net foreign exchange losses | 221 | 244 | ||||||
| (5,923 | ) | (19,612 | ) | |||||
| Movements in working capital: | ||||||||
| (Increase) decrease in prepayments, accrued income and other receivables | (2,023 | ) | 1,500 | |||||
| (Decrease) increase in trade payables | (1,044 | ) | 2,668 | |||||
| Decrease in payroll taxes, social security and accrued expenditure | (1,315 | ) | (234 | ) | ||||
| Movements in working capital | (4,382 | ) | 3,934 | |||||
| Cash used in operations | (10,305 | ) | (15,678 | ) | ||||
| Net income tax received | 3,988 | 4,015 | ||||||
| Net cash used in operating activities | (6,317 | ) | (11,663 | ) | ||||
| Cash flows from investing activities | ||||||||
| Interest received | 168 | 299 | ||||||
| Payments for property, plant and equipment | - | (3 | ) | |||||
| Payments for intangible assets | (143 | ) | (239 | ) | ||||
| Net cash from investing activities | 25 | 57 | ||||||
| Cash flows from financing activities | ||||||||
| Payments for lease liabilities | (61 | ) | (188 | ) | ||||
| Proceeds from exercise of share options | 1 | 7 | ||||||
| Proceeds from issue of share capital | 20,185 | 6,371 | ||||||
| Proceeds from exercise of warrants | 4,436 | - | ||||||
| Proceeds from issue of warrants | 4,439 | - | ||||||
| Payment for cancellation of warrants | (2,655 | ) | - | |||||
| Share issue expenses | (1,346 | ) | (191 | ) | ||||
| Net cash from financing activities | 24,999 | 5,999 | ||||||
| Net increase (decrease) in cash and cash equivalents | 18,707 | (5,607 | ) | |||||
| Cash and cash equivalents at beginning of period | 6,749 | 17,225 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | (207 | ) | (267 | ) | ||||
| Cash and cash equivalents at end of period | 25,249 | 11,351 |
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. General information
("NuCana" or the "Company") is a clinical-stage biopharmaceutical company developing a portfolio of new medicines to treat patients with cancer. NuCana is harnessing the power of phosphoramidate chemistry to generate new
medicines called ProTides. These compounds have the potential to improve cancer treatment by enhancing the efficacy and safety of several current standards of care.
The Company has had American Depository Shares ("ADSs") registered with the US Securities and Exchange Commission
("SEC") and has been listed on Nasdaq since October 2, 2017. From November 9, 2023 the Company transferred its listing to The Nasdaq Capital Market. On April 16, 2024, the Company effected a ratio change of its ADSs to its
ordinary shares from one ADS representing one ordinary share, to one ADS representing 25 ordinary shares. On August 11, 2025, the Company effected a ratio change of its ADSs to its ordinary shares from one ADS representing 25 ordinary shares,
to one ADS representing 5,000 ordinary shares.
The Company is incorporated in England and Wales and domiciled in the United Kingdom. The
Company's registered office is located at 77/78 Cannon Street, London EC4N 6AF, United Kingdom and its principal place of business is located at 3 Lochside Way, Edinburgh, EH12 9DT, United Kingdom.
The Company has three wholly owned subsidiaries, NuCana, Inc., NuCana Limited and NuCana BioMed Trustee Company Limited (together referred to
The financial information presented in these unaudited condensed consolidated financial statements does not
constitute the Group's statutory accounts within the meaning of section 434 of the U.K. Companies Act 2006.
statutory accounts for the year ended December 31, 2024 have been reported on by the Company's auditor, and delivered to the Registrar of Companies. The report of the auditor was (i) unqualified and (ii) did not include a
reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report. However, the report of the auditor did include a material uncertainty related to going concern disclosure.
2. Material accounting policies
Basis of preparation
The unaudited condensed consolidated financial statements (the "financial statements") for the nine months ended September 30,
2025 have been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting" ("IAS 34"). The material accounting policies and methods of computation applied in the preparation of the
financial statements are consistent with those applied in the Company's annual financial statements for the year ended December 31, 2024, except as described below.
In May 2025, the Company completed a registered direct offering of ADSs, pre-funded warrants, and
accompanying Series A and Series B warrants. The pre-funded warrants, Series A and Series B warrants were classified as derivative financial liabilities and measured at fair value through profit or loss in
accordance with IFRS 9 and IAS 32. These warrants are remeasured prior to each exercise and at the end of the reporting period, with changes in fair value recognized within finance expense in the consolidated statement of operations. Due to the
complexity of the instruments' terms, fair value has been determined using a combination of approaches, including the Black-Scholes Option Pricing model and the Company's share price at the measurement date.
The Company participates in an American Depository Receipts ("ADR") program as part of its Nasdaq listing. Under the terms of the
program, the depositary may reimburse the Company for certain program-related expenses by making available a portion of the ADS fees charged to ADR holders or otherwise, upon such terms as agreed between the Company and the depositary. Contributions
received from the depositary are recognized as income when the Company becomes entitled to receive them. The contribution recognized in the third quarter of 2025 relating to the ADS ratio change in August 2025 is classified as other income within
the consolidated statement of operations, due to the materiality of the contribution. Also, it did not represent revenue from ordinary activities, and it was not a direct reimbursement of specific invoices.
The Company is the policyholder and beneficiary of a key person insurance policy. Proceeds received under the policy are recognized as income
when realization is virtually certain, in line with IAS 37. Such proceeds are presented as other income given their non-recurring nature. Any interest element included in the settlement is presented separately
as finance income in accordance with IFRS 9.
No new standards, amendments or interpretations have had an impact on the financial
statements for the nine months ended September 30, 2025. The financial statements comprise the financial statements of the Group at September 30, 2025. The financial statements are presented in pounds sterling, which is also the
Company's functional currency. All values are rounded to the nearest thousand, except where otherwise indicated.
statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Company's annual financial statements for the year ended December 31, 2024.
In the opinion of management, these unaudited condensed consolidated financial statements include all normal recurring adjustments necessary
for a fair statement of the results of operations, financial position and cash flows. The results of operations for the nine months ended September 30, 2025 are not necessarily indicative of the results that can be expected for the
Company's fiscal year ending December 31, 2025.
The Company's consolidated financial statements have been presented on the basis that it is a going concern. The Company has not
generated any revenues from operations to date and does not expect to in the foreseeable future. As such, the Company has incurred recurring net losses, has an accumulated deficit totaling 250.3 million and cash flows used in operating
activities of 6.3 million as of and for the nine months ended September 30, 2025. The Company had 25.2 million of cash and cash equivalents at September 30, 2025.
In reviewing the going concern assessment the Company's board of directors have considered a going concern period of 12-months from the issuance of these financial statements. Based on our current operating plan, our cash and cash equivalents on hand will be sufficient to fund our anticipated operations for the entirety of the
going concern assessment period. The board of directors is therefore satisfied that it is appropriate to adopt the going concern basis of accounting in preparing the financial statements.
As the Company continues to incur losses, the transition to profitability is dependent upon the successful development, approval and
commercialization of its product candidates and achieving a level of revenues adequate to support its cost structure. The Company may never achieve profitability, and unless and until it does, it will continue to need additional capital. There can
be no assurances, however, that additional funding will be available on acceptable terms.
Judgements and estimates
The accounting estimates and judgements made by management in applying the Group's accounting policies that have the most material effect
on the amounts included within these financial statements were the same as those that applied to the annual financial statements for the year ended December 31, 2024 except as described below.
Significant judgement was required in determining the classification and fair value measurement of the
pre-funded warrants, Series A warrants, and Series B warrants issued in connection with the registered direct offering in May 2025. Management concluded that the warrants should be classified as derivative
financial liabilities under IAS 32, as they do not meet the "fixed-for-fixed" equity classification criteria. This is due to certain features such as reset
mechanisms, the "zero exercise price" option attached to the warrants, and the fact that the warrants were denominated in US dollars while the Company's functional currency is pounds sterling.
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (in thousands) | ||||||||||||||||
| ADR depositary contribution | 1,851 | - | 1,851 | - | ||||||||||||
| Insurance proceeds | 841 | - | 841 | - | ||||||||||||
| Total other income | 2,692 | - | 2,692 | - |
ADR depositary contribution relates to an amount received from the ADR depositary in relation to the ADS ratio
change completed in August 2025. Insurance proceeds represent a one-off payout under a key person policy.
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (in thousands) | ||||||||||||||||
| Revaluation loss from derivative financial instruments | - | - | (12,648 | ) | - |
The non-cash revaluation loss from derivative financial instruments of
12.6 million relates to the fair value remeasurement of Series A and Series B warrants, as set out in note 11.
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (in thousands) | ||||||||||||||||
| Current tax: | ||||||||||||||||
| In respect of current period U.K. | 363 | 806 | 1,011 | 3,338 | ||||||||||||
| In respect of prior period U.K. | (27 | ) | (77 | ) | (3 | ) | (55 | ) | ||||||||
| In respect of current period U.S. | - | - | - | (1 | ) | |||||||||||
| 336 | 729 | 1,008 | 3,282 | |||||||||||||
| Deferred tax: | ||||||||||||||||
| In respect of current period U.S. | 9 | 11 | 18 | 35 | ||||||||||||
| In respect of prior period U.S. | - | - | - | - | ||||||||||||
| Income tax credit | 345 | 740 | 1,026 | 3,317 |
The income tax credit recognized primarily represents the U.K. research and development tax
credits. In the United Kingdom, the Company is able to surrender some of its losses for a cash rebate of up to 26.97% of expenditure related to eligible research and development projects incurred on or after April 1, 2023 (33.35% prior to April
| September 30, 2025 | December 31, 2024 | |||||||
| (in thousands) | ||||||||
| Current income tax receivable | ||||||||
| U.K. tax | 1,610 | 4,591 | ||||||
| U.S. tax | 3 | 3 | ||||||
| 1,613 | 4,594 | |||||||
| Deferred tax asset | ||||||||
| U.S. deferred tax asset | 123 | 113 |
6. Basic and diluted loss per ordinary share
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (in thousands, except per share data) | ||||||||||||||||
| Loss for the period | (281 | ) | (4,511 | ) | (26,868 | ) | (18,344 | ) | ||||||||
| Basic and diluted weighted average number of ordinary shares | 18,484,333 | 60,416 | 8,003,656 | 56,897 | ||||||||||||
| Basic and diluted loss per ordinary share | (0.00 | ) | (0.07 | ) | (0.00 | ) | (0.32 | ) |
Basic loss per ordinary share is calculated by dividing the loss for the period attributable to the equity
holders of the Company by the weighted average number of ordinary shares outstanding during the period.
The potential ordinary shares
issued through equity settled transactions were considered to be anti-dilutive as they would have decreased the loss per ordinary share and were therefore excluded from the calculation of diluted loss per ordinary share.
7. Intangible assets
comprise patents with a carrying value of 2.2 million as of September 30, 2025 (as of December 31, 2024: 2.2 million).
During the nine months ended September 30, 2025, the Company acquired intangible assets with a cost of 0.1 million in relation
8. Cash and cash equivalents
| September 30, 2025 | December 31, 2024 | |||||||
| (in thousands) | ||||||||
| Cash and cash equivalents | 25,249 | 6,749 |
Cash and cash equivalents comprise cash at banks with deposit maturity terms of three months or less. Cash at
banks earns interest at fixed or variable rates based on the terms agreed for each account.
9. Share-based payments
The Company has six share-based payment plans for employees, directors and consultants. The share options granted will be settled in equity. If
the Company determines, and at its discretion, an arrangement may be made under the 2020 Long-Term Incentive Plan to substitute the right to acquire shares with a cash alternative of equivalent value. Options granted under each of the six plans have
a maximum life of 10 years.
As detailed in the table below, during the nine months ended September 30, 2025,
3,478,076,733 share options were granted under the 2020 Long-Term Incentive Plan (nine months ended September 30, 2024: 6,273,782). Options granted under this plan will vest if the option holder remains under respective contract of employment
or contract of service for the agreed vesting period. The share options granted in the period will vest over a period of up to four years.
During the nine months ended September 30, 2025, the Company cancelled 14,380,933 share options granted under the 2016 Share
Option Scheme and 2020 Long-Term Incentive Plan (nine months ended September 30, 2024: nil). The incremental fair value of the new options was 13.5 million, calculated using the Black-Scholes model fair value of cancelled