Sales Agreement
On June 27, 2025, NuCana plc (the “Company”) entered into a Sales Agreement (the “Agreement”) with A.G.P./Alliance Global Partners and
Laidlaw & Company (UK) Ltd. (together, the “Agents”), pursuant to which the Company may offer and sell, from time to time, through or to the Agents, as sales agents, American Depositary Shares (“ADSs”), each representing
25 ordinary shares, nominal value £0.0004 per share (the “ADSs”), up to an aggregate amount of $100 million.
The offer and sale of
the ADSs from time to time pursuant to the Agreement up to an aggregate amount of $100.0 million will be made pursuant to a shelf registration statement on Form F-3 and the related prospectus (File No. 333-281576), as amended (the “Registration Statement”), initially filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on August 15, 2024, and amended
by a pre-effective amendment filed on June 18, 2025, and declared effective by the SEC on June 24, 2025, as supplemented by a prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) under
the Securities Act of 1933, as amended (the “Securities Act”), on June 27, 2025. This Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the ADSs
discussed herein, nor shall there be any offer, solicitation or sale of the ADSs in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The Company is not obligated to sell any ADSs under the Agreement. Upon delivery of a placement notice by the Company and subject to the terms and conditions
of the Agreement and such placement notice, the Agents may sell the ADSs by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act and will use commercially reasonable efforts
consistent with their normal trading and sales practices and applicable state and federal laws, rules and regulations, and the rules of The Nasdaq Stock Market, to sell the ADSs from time to time. The Agents’ obligations to sell ADSs under the
Agreement are subject to satisfaction of certain conditions, including customary closing conditions.
The offering of ADSs pursuant to the Agreement will
terminate upon the termination of the Agreement by either the Company or the Agents, or upon mutual agreement, under the circumstances specified in the Agreement.
The Company has agreed to pay the Agents’ commissions for their services in acting as agents in the sale of the ADSs in an amount of up to 3% of the
gross proceeds from the sale of the ADSs, distributed in accordance with the terms of the Agreement. The Company has also agreed to provide the Agents with customary indemnification and contribution rights in connection with entering into the
Agreement, as well as reimburse the Agents for certain specified expenses.
The foregoing description of the Agreement is not complete and is qualified in
its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Report on Form 6-K and is incorporated herein by reference.
The opinion of the Company’s counsel regarding the validity of the ordinary shares underlying the ADSs that may be issued pursuant to the Agreement is
also filed herewith as Exhibit 5.1.
Annual General Meeting
On June 27, 2025, the Company held its Annual General Meeting (the “AGM”) at Lochside House, 3 Lochside Way, Edinburgh, EH12 9DT, United
Kingdom. All of the resolutions set out in the Company’s notice of the AGM dated June 5, 2025 and furnished on Form 6-K with the SEC on June 5, 2025 were duly proposed and passed.
The information in this Form 6-K shall be deemed to be incorporated by reference into the registration statements on
Form F-3, as amended (File Number 333-281576) and Form S-8 (File Number 333-223476 and
File Number 333-248135), and related prospectuses, as such registration statements and prospectuses may be amended from time to time, and to be a part thereof from the date on which this report is filed, to
the extent not superseded by documents or reports subsequently filed or furnished.
