EX-99.1

Exhibit 99.1

NUCANA PLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


			For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	*Notes*		2024			2023			2024			2023
			(in thousands, except per share data)
			£			£			£			£
Research and development expenses				(3,736	)		(7,439	)		(17,288	)		(18,203	)
Administrative expenses				(1,358	)		(1,375	)		(4,448	)		(4,777	)
Net foreign exchange (losses) gains				(229	)		562			(208	)		(697	)

Operating loss				(5,323	)		(8,252	)		(21,944	)		(23,677	)
Finance income				72			152			283			617

Loss before tax				(5,251	)		(8,100	)		(21,661	)		(23,060	)
Income tax credit		3		740			1,404			3,317			3,083

Loss for the period attributable to equity holders of the Company				(4,511	)		(6,696	)		(18,344	)		(19,977	)

Basic and diluted loss per ordinary share		4		(0.07	)		(0.13	)		(0.32	)		(0.38	)

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

NUCANA PLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
	(in thousands)
	£			£			£			£
Loss for the period		(4,511	)		(6,696	)		(18,344	)		(19,977	)
Other comprehensive (expense) income:
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations		(52	)		30			(45	)		(8	)

Other comprehensive (expense) income for the period		(52	)		30			(45	)		(8	)

Total comprehensive loss for the period		(4,563	)		(6,666	)		(18,389	)		(19,985	)

Attributable to:
Equity holders of the Company		(4,563	)		(6,666	)		(18,389	)		(19,985	)

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

NUCANA PLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS AT


			September 30, 2024			December 31, 2023
			(in thousands)
	*Notes*		£			£
Assets
Non-current assets
Intangible assets		5		2,230			2,128
Property, plant and equipment				253			521
Deferred tax asset		3		169			143

				2,652			2,792

Current assets
Prepayments, accrued income and other receivables				1,141			2,671
Current income tax receivable		3		4,390			5,123
Cash and cash equivalents		6		11,351			17,225

				16,882			25,019

Total assets				19,534			27,811

Equity and liabilities
Capital and reserves
Share capital and share premium		8		149,607			143,420
Other reserves				78,400			79,173
Accumulated deficit				(223,659	)		(207,706	)

Total equity attributable to equity holders of the Company				4,348			14,887

Non-current liabilities
Provisions				28			58
Lease liabilities				136			190

				164			248

Current liabilities
Trade payables				6,043			3,375
Payroll taxes and social security				157			155
Accrued expenditure				8,707			8,940
Lease liabilities				85			206
Provisions				30			—

				15,022			12,676
Total liabilities				15,186			12,924

Total equity and liabilities				19,534			27,811

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

NUCANA PLC

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, 2023		2,095		141,108			(339	)		33,701			44			42,466		(180,573	)		38,502
Loss for the period		—		—			—			—			—			—		(19,977	)		(19,977	)
Other comprehensive expense for the period		—		—			—			—			(8	)		—		—			(8	)

Total comprehensive loss for the period		—		—			—			—			(8	)		—		(19,977	)		(19,985	)
Share-based payments		—		—			—			3,073			—			—		—			3,073
Exercise of share options		2		1			—			(269	)		—			—		256			(10	)
Lapse of share options		—		—			—			(238	)		—			—		238			—
Issue of share capital		14		210			—			—			—			—		—			224
Share issue expenses		—		(30	)		—			—			—			—		—			(30	)

Balance at September 30, 2023		2,111		141,289			(339	)		36,267			36			42,466		(200,056	)		21,774


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

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

NUCANA PLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Nine Months Ended September 30,
	2024			2023
	(in thousands)
	£			£
Cash flows from operating activities
Loss for the period		(18,344	)		(19,977	)
Adjustments for:
Income tax credit		(3,317	)		(3,083	)
Amortization and depreciation		407			434
Movement in provisions		—			(4,109	)
Finance income		(283	)		(617	)
Interest expense on lease liabilities		14			23
Share-based payments		1,667			3,073
Net foreign exchange losses		244			661

		(19,612	)		(23,595	)
Movements in working capital:
Decrease in prepayments, accrued income and other receivables		1,500			531
Increase in trade payables		2,668			371
Decrease in payroll taxes, social security and accrued expenditure		(234	)		(3,667	)

Movements in working capital		3,934			(2,765	)

Cash used in operations		(15,678	)		(26,360	)

Net income tax received (paid)		4,015			(2	)

Net cash used in operating activities		(11,663	)		(26,362	)

Cash flows from investing activities
Interest received		299			620
Payments for property, plant and equipment		(3	)		(4	)
Payments for intangible assets		(239	)		(377	)
Repayment of other current assets		—			2,596

Net cash from investing activities		57			2,835

Cash flows from financing activities
Payments for lease liabilities		(188	)		(207	)
Proceeds from issue of share capital – exercise of share options		7			3
Proceeds from issue of share capital		6,371			224
Share issue expense		(191	)		(30	)

Net cash from (used in) financing activities		5,999			(10	)

Net decrease in cash and cash equivalents		(5,607	)		(23,537	)
Cash and cash equivalents at beginning of period		17,225			41,912

Effect of exchange rate changes on cash and cash equivalents		(267	)		(572	)

Cash and cash equivalents at end of period		11,351			17,803

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

NUCANA PLC

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. General information

NuCana plc (“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.

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 as the “Group”).

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.

The Group’s statutory accounts for the year ended December 31, 2023 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 three months and nine months ended September 30, 2024 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, 2023. No new standards, amendments or interpretations have had an impact on the financial statements for the three months and nine months ended September 30, 2024. The financial statements comprise the financial statements of the Group at September 30, 2024. 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.

The financial 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, 2023.

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 three months and nine months ended September 30, 2024 are not necessarily indicative of the results that can be expected for the Company’s fiscal year ending December 31, 2024.

Going concern

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 losses, has an accumulated deficit totaling £223.7 million and cash flows used in operating activities of £11.7 million as of and for the nine months ended September 30, 2024. The Company had £11.4 million of cash and cash equivalents at September 30, 2024.

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 not be sufficient to fund our anticipated operations for the entirety of the going concern assessment period. As the Company intends to continue to progress its research and development activities, there will be a requirement to seek additional capital within the going concern period to fund operations, which the Company may obtain from additional equity financings, debt financings or other sources. If the Company is unable to obtain additional capital, the Company will be required to delay or reduce its research and development programs which could negatively impact its ability to generate future sustainable operating revenues and profits.

As a result of these matters, there is uncertainty related to the ability of the Company to raise sufficient additional capital within the going concern period, prior to its cash balances being exhausted. These events or conditions raise substantial doubt about the Company’s ability to continue as a going concern and, therefore, that the Company may be unable to realize its assets and discharge its liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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, 2023.

3. Income tax


	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2024			2023		2024			2023
	(in thousands)					(in thousands)
	£			£		£			£
Current tax:
In respect of current period U.K.		806			1,396		3,338			3,266
In respect of prior period U.K.		(77	)		—		(55	)		(206	)
In respect of current period U.S.		—			—		(1	)		(1	)

		729			1,396		3,282			3,059
Deferred tax:
In respect of current period U.S.		11			8		35			25
In respect of prior period U.S.		—			—		—			(1	)

Income tax credit		740			1,404		3,317			3,083

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 1, 2023).


	September 30, 2024		December 31, 2023
	(in thousands)
	£		£
Current income tax receivable
U.K. tax		4,388		5,121
U.S. tax		2		2

		4,390		5,123

Deferred tax asset
U.S. deferred tax asset		169		143

4. Basic and diluted loss per ordinary share


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
	(in thousands, except per share data)
	£			£			£			£
Loss for the period		(4,511	)		(6,696	)		(18,344	)		(19,977	)

Basic and diluted weighted average number of shares		60,416			52,670			56,897			52,480
Basic and diluted loss per share		(0.07	)		(0.13	)		(0.32	)		(0.38	)

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.

5. Intangible assets

Intangible assets comprise patents with a carrying value of £2.2 million as of September 30, 2024 (as of December 31, 2023: £2.1 million).

During the nine months ended September 30, 2024, the Company acquired intangible assets with a cost of £0.2 million in relation to patents.

6. Cash and cash equivalents


	September 30, 2024		December 31, 2023
	(in thousands)
	£		£
Cash and cash equivalents		11,351		17,225

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.

7. 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, 2024, 6,273,782 share options were granted under the 2020 Long-Term Incentive Plan (nine months ended September 30, 2023: 2,733,139 share options granted). 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. Upon vesting, each option allows the holder to purchase one ordinary share at a specified option price determined at grant date. Options granted as RSU-style options are automatically exercised on vesting.

The fair values of options granted were determined using the Black-Scholes model that takes into account factors specific to the share incentive plan such as the assumption that the options are exercised at a point in time of up to two years after vesting. This has been incorporated into the measurement by means of actuarial modelling.


Grant date	Mar-13-2024			Mar-14-2024			Mar-13-2024			Mar-13-2024
Vesting dates		Mar-13-2025			Mar-14-2025			Mar-13-2025			Mar-13-2025
		Mar-13-2026			Mar-14-2026			—			Mar-13-2026
		Mar-13-2027			Mar-14-2027			—			Mar-13-2027
		Mar-13-2028			Mar-14-2028			—			Mar-13-2028
Volatility¹		104.73	%		104.73	%		110.40	%		111.25	%
Dividend yield		0	%		0	%		0	%		0	%
Risk-free investment rate¹		3.92	%		3.92	%		4.06	%		4.03	%
Fair value of option at grant date¹	£	0.22		£	0.22		£	0.20		£	0.27
Fair value of share at grant date	£	0.30		£	0.30		£	0.30		£	0.30
Exercise price at date of grant	£	0.30		£	0.30		£	0.30		£	0.04
Lapse date		Mar-13-2034			Mar-14-2034			Mar-13-2034			Mar-13-2034
Expected option life (years)¹		4.5			4.5			3.0			3.5
Number of options granted		1,946,480			2,585,833			234,375			842,000


Grant date	Mar-13-2024			Mar-13-2024			Mar-13-2024
Vesting dates		Mar-13-2025			Mar-13-2025			Mar-13-2025
		Mar-13-2026			—			—
		Mar-13-2027			—			—
		Mar-13-2028			—			—
Volatility¹		111.50	%		125.90	%		103.00	%
Dividend yield		0	%		0	%		0	%
Risk-free investment rate¹		4.21	%		4.27	%		4.59	%
Fair value of option at grant date¹	£	0.27		£	0.27		£	0.26
Fair value of share at grant date	£	0.30		£	0.30		£	0.30
Exercise price at date of grant	£	0.04		£	0.04		£	0.04
Lapse date		—			Mar-13-2034			—
Expected option life (years)¹		2.5			2.0			1.0
Number of options granted		547,906			93,750			23,438

^1.	Represents the average for the options granted.

For the three months ended September 30, 2024, the Company recognized £0.4 million of share-based payment expense in the statement of operations (three months ended September 30, 2023: £0.9 million). For the nine months ended September 30, 2024, the Company has recognized £1.7 million of share-based payment expense in the statement of operations (nine months ended September 30, 2023: £3.1 million).

8. Share capital and share premium


	September 30, 2024		December 31, 2023
	(in thousands)
	£		£
Share capital		3,945		2,114
Share premium		145,662		141,306

		149,607		143,420


	Number (in thousands)
*Issued share capital comprises:*
Ordinary shares of £0.04 each		98,630	52,860

Number of
shares

Share
capital

Share
premium

(in thousands)

Fully paid ordinary shares:

Balance at December 31, 2023

52,860

2,114

141,306

Exercise of share options

149

Issue of share capital

45,621

1,825

4,355

Balance at September 30, 2024

98,630

3,945

145,662