S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging Growth Company

As filed with the Securities and Exchange Commission on August 19, 2020

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

NUCANA PLC

(Exact name of registrant as specified in its charter)

England and Wales

Not Applicable

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

3 Lochside Way

Edinburgh EH12 9DT

Tel: +44 (0)131 357 1111

Not Applicable

(Address of principal executive offices)

(Zip code)

NuCana plc 2020 Long-Term Incentive Plan

NuCana plc 2020 Company Share Option Plan

(Full title of the plan)

Corporation Service Company

251 Little Falls Drive Wilmington, DE 19808

United States

(Name and address of agent for service)

+1 302 636 5400

(Telephone number, including area code, of agent for service)

Copies to:

William C. Hicks, Esq.

William T. Whelan, Esq.

John T. Rudy, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, MA 021116

Telephone: +1 617 542 6000

Facsimile: +1 617 542 2241

Hugh S. Griffith

Chief Executive Officer

NuCana plc

3 Lochside Way

Edinburgh, EH12 9DT

United Kingdom

Telephone: +44 (0)131 357 1111

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered(1)	Amount to be Registered(2)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Ordinary Shares, nominal value £0.04 per share	4,000,000 shares(3)	$5.49 (4)	$21,960,000.00	$2,850.41

(1)

These ordinary shares, nominal value £0.04 per share (“Ordinary Shares”) of NuCana plc (the “Registrant”), may be represented by the Registrant’s American Depositary Shares (“ADSs”), each of which represents one Ordinary Share. The Registrant’s ADSs issuable upon deposit of the Ordinary Shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-220392).

(2)

Pursuant to Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover an indeterminate number of additional Ordinary Shares of the Registrant, which may become issuable under the plans listed above by reason of any share split, share dividend, recapitalization or other similar transaction.

(3)	Represents 4,000,000 Ordinary Shares that may become issuable under the NuCana plc 2020 Long-Term Incentive Plan or the NuCana plc 2020 Company Share Option Plan pursuant to the terms of the applicable plan.

(4)

Estimated in accordance with Rules 457(c) and 457(h) promulgated under the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Registrant’s ADSs of $5.49, as reported on the Nasdaq Global Select Market as of a date (August 14, 2020) within five business days prior to filing this Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed with the Commission by the Registrant, pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, are hereby incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:

(a) the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2019, filed with the SEC on March 10, 2020;

(b) the Registrant’s Report on Form 6-K furnished to the SEC on August 19, 2020; and

the description of the Registrant’s American Depositary Shares and Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on September 22, 2017, including any amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration Statement or in any document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement, except as to specific section of such statements as set forth therein.

Under no circumstances shall any information furnished on Form 6-K be deemed incorporated herein by reference unless such Form 6-K expressly provides to the contrary.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Members of the Registrant’s board of directors and its officers have the benefit of the following indemnification provisions in the Registrant’s Articles of Association:

Subject always to the provisions of the statutes of the United Kingdom and any other statutes that concern and affect the Registrant as a company (or collectively, the “Statutes”), the Company may, at its discretion and subject to any policies adopted by the board of directors of the Company, indemnify any current and former members of the Registrant’s board of directors or officers against all costs, charges, losses, expenses and liabilities sustained or incurred in connection with any negligence, default, breach of duty or breach of trust by him or her in relation to the Company or in relation to his or her actual or purported execution of his or her duties in relation to the Registrant or the exercise or purported exercise of his or her powers, including any liability incurred in defending any actual or threatened criminal, regulatory or civil proceedings. There shall be no entitlement to reimbursement pursuant to that indemnity for (i) any liability incurred to the Registrant or any associated company of the Registrant, (ii) the payment of a fine imposed in any criminal proceeding or a penalty imposed by a regulatory authority for non-compliance with any requirement of a regulatory nature, (iii) the defense of any criminal proceeding if the member of the Registrant’s board of directors is convicted, (iv) the defense of any civil proceeding brought by the Registrant or an associated company in which judgment is given against the director, and (v) any application for relief under the Statutes in which the court refuses to grant relief to the director.

Furthermore, the Company may at its discretion provide any current or former members of the Registrant’s board or directors or officers with funds, or otherwise arrange, to meet expenditure incurred by him or her or to enable him or her to avoid incurring such expenditure in defending any criminal or civil proceedings, in an investigation by a regulatory authority or against a proposed action to be taken by a regulatory authority, or in connection with any application for relief under the Statutes, arising in relation to the Registrant or an associated company, by virtue of the actual or purposed execution of the duties of his or her office or the exercise of his or her powers. Members of the Registrant’s board of directors and its officers who have received payment from the Registrant with respect to the aforementioned expenses must repay the amount they received in accordance with the Statutes or in any other circumstances that the Registrant may prescribe or where the Registrant has reserved the right to require repayment and the Registrant at its discretion exercises such right.

The Registrant has entered into indemnity agreements with its directors and executive officers, consistent with the indemnification arrangements permitted by the Registrant’s Articles of Association, and intends to enter into indemnity agreements with any new directors and executive officers in the future. These indemnity agreements may require the Registrant, subject to the provisions of any relevant legislation, to indemnify the Registrant’s directors and such officers against all costs, charges, losses, expenses and liabilities incurred by such director or officer for negligence, default, breach of duty, breach of trust or otherwise in respect of such individual’s acts or omissions while in the course of acting or purporting to act as a director or officer of the Registrant or which otherwise arises by virtue of such director or officer holding or having held such a position.

The Registrant has also purchased and maintains directors’ and officers’ liability insurance to insure, for the period of their appointment, each of its directors and officers in respect of their appointments as directors or officers of the Registrant.

Under the Companies Act 2006, any provision (whether contained in a company’s articles of association or any contract or otherwise) that purports to exempt a director of a company, to any extent, from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.

The underwriting agreement the Registrant has entered into in connection with the offering of ADSs registered pursuant to the registration statement on Form F-1, as amended (Reg. No. 333-220321) provides that the underwriters will indemnify, under certain conditions, the Registrant’s board of directors and its officers against certain liabilities arising in connection with the offering of the ADSs.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.


Exhibit Number	Exhibit Description	Filed Herewith	Incorporated by Reference herein from Form or Schedule	Filing Date	SEC File/ Reg. Number

3.1	Articles of Association of the Registrant.		S-8 (Exhibit 3.1)	3/6/2018	333-223476

4.1	Form of Certificate Evidencing Ordinary Shares.		F-1/A (Exhibit 4.1)	9/18/2017	333-220321

4.2	Deposit Agreement.		S-8 (Exhibit 4.2)	3/6/2018	333-223476

4.3	Form of American Depositary Receipt (included in Exhibit 4.2).		S-8 (Exhibit 4.3)	3/6/2018	333-223476

5.1+	Opinion of Bristows LLP.	X

10.1+	NuCana plc 2020 Long-Term Incentive Plan.	X

10.2+	NuCana plc 2020 Company Share Option Plan.	X

23.1+	Consent of Ernst & Young LLP, independent registered public accounting firm.	X

23.2+	Consent of Bristows LLP (included in the opinion filed as Exhibit 5.1).	X

24.1+	Powers of Attorney (included on the signature page of this registration statement).	X

⁺	Filed herewith

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Edinburgh, United Kingdom, on August 19, 2020.


NUCANA PLC

By:	/s/ Hugh S. Griffith
	Name:	Hugh S. Griffith
	Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Hugh S. Griffith and Donald Munoz, and each of them, as his true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him and in his name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.


Signature	Title	Date

/s/ Hugh S. Griffith Hugh S. Griffith	Chief Executive Officer (Principal Executive Officer)	August 19, 2020

/s/ Donald Munoz Donald Munoz	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	August 19, 2020

/s/ Rafaèle Tordjman Rafaèle Tordjman	Director	August 19 2020

/s/ James Healy James Healy	Director	August 19, 2020

/s/ Adam George Adam George	Director	August 19, 2020

/s/ Cyrille Leperlier Cyrille Leperlier	Director	August 19, 2020

/s/ Martin Mellish Martin Mellish	Director	August 19, 2020

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of NuCana plc, has signed this registration statement or amendment thereto in Boston, Massachusetts on August 19, 2020.


Authorized U.S. Representative

NUCANA, INC.

/s/ Donald Munoz
Name:		Donald Munoz
Title:		Chief Financial Officer