NuCana plc ADR 2026年年度报告和过渡报告

Securities registered or to be registered pursuant to Section 12(g) of the Act:None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:20,809,854,947 ordinary shares, par value £0.0004 per share. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of“large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ International Financial Reporting Standardsas issuedby the International Accounting Standards Board☒ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17☐Item 18☐ GENERAL INFORMATIONPRESENTATION OF FINANCIAL AND OTHER DATAINFORMATION REGARDING FORWARD-LOOKING STATEMENTSWEBSITE DISCLOSUREPART IItem 1.Identity of Directors, Senior Management and AdvisersItem 2.Offer Statistics and Expected TimetableItem 3.Key InformationA.[Reserved]B.Capitalization and IndebtednessC.Reasons for the Offer and Use of ProceedsD.Risk FactorsItem 4.Information on the CompanyA.History and Development of the CompanyB.BusinessC.Organizational StructureD.Property, Plant and EquipmentItem 4A.Unresolved Staff CommentsItem 5.Operating and Financial Review and ProspectsA.Operating ResultsB.Liquidity and Capital ResourcesC.Research and Development, Patents and Licenses, etc.D.Trend InformationE.Critical Accounting EstimatesF.[Reserved]G.[Reserved]H.Non-GAAP Financial MeasuresItem 6.Directors, Senior Management and EmployeesA.Directors and Senior ManagementB.CompensationC.Board PracticesD.EmployeesE.Share OwnershipF.Disclosure of a Registrant's Action to Recover Erroneously Awarded CompensationItem 7.Major Shareholders and Related Party TransactionsA.Major ShareholdersB.Related Party TransactionsC.Interests of Experts and CounselItem 8.Financial InformationA.Consolidated Statements and Other Financial InformationB.Significant ChangesItem 9.The Offer and ListingA.Offer and Listing DetailsB.Plan of DistributionC.MarketsD.Selling ShareholdersE.DilutionF.Expenses of the Issue TABLE OF CONTENTS(continued) Item 10.Additional InformationA.Share CapitalB.Memorandum and Articles of AssociationC.Material ContractsD.Exchange ControlsE.TaxationF.Dividends and Paying AgentsG.Statement by ExpertsH.Documents on DisplayI.Subsidiary InformationItem 11.Quantitative and Qualitative Disclosures About Market RiskItem 12.Description of Securities Other than Equity SecuritiesA.Debt SecuritiesB.Warrants and RightsC.Other SecuritiesD.American Depositary SharesPART IIItem 13.Defaults, Dividend Arrearages and DelinquenciesItem 14.Material Modification