VRNA Verona Pharma Plc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): August 28, 2023

 

 

Verona Pharma plc

(Exact name of registrant as specified in its charter)

 

 

United Kingdom		001-39067		98-1489389
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

3 More London Riverside

London SE1 2RE

United Kingdom

(Address of principal executive offices) (Zip Code)

 

+44 203 283 4200

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, nominal value £0.05 per share*	VRNA	The Nasdaq Stock Market LLC (Nasdaq Global Market)

 

* The ordinary shares are represented by American Depositary Shares (each representing 8 ordinary shares), which are exempt from the operation of Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8 thereunder.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ¨

 

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 13(a) of the Exchange Act. ¨

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On August 28, 2023, Verona Pharma, Inc., a wholly-owned subsidiary of Verona Pharma plc (the “Company”), and insightsoftware, LLC (the “Sublandlord”) entered into an Agreement of Sublease (the “Sublease”) pursuant to which the Company will sublease approximately 31,845 square feet of office space located at 8529 Six Forks Road, Raleigh, North Carolina (the “Premises”), which the Sublandlord leased under that certain Office Lease dated as of November 26, 2018 (as amended, the “Lease”) between Highwoods Realty Limited Partnership (the “Landlord”) and the Sublandlord as tenant.

 

The term of the Sublease will commence on December 1, 2023, and shall expire on October 31, 2027 (“Sublease Expiration Date”), unless sooner terminated or cancelled in accordance with the terms and conditions of the Sublease.

 

The Sublease provides that base rent for the Premises will be approximately $297,000 per annum, or approximately $25,000 per month, beginning on the Sublease Commencement Date through March 31, 2024. The base rent for the Premises will be approximately $594,000 per annum, or approximately $50,000 per month, for the period commencing on April 1, 2024 through November 30, 2024. The base rent for the Premises will be approximately $695,000 per annum, or approximately $58,000 per month, for the period commencing on December 1, 2024 through November 30, 2025. The base rent for the Premises will be approximately $773,000 per annum, or approximately $64,000 per month, for the period commencing on December 1, 2025 through November 30, 2026. The base rent for the Premises will be approximately $939,000 per annum, or approximately $78,000 per month, for the period commencing on December 1, 2026 through the Sublease Expiration Date. The Sublease contains customary representations and warranties, covenants, obligations and indemnities in favor of either party.

 

The foregoing description of the Sublease does not purport to be complete and is qualified in its entirety by reference to the full text of the Sublease, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 28, 2023, the Board of Directors (the “Board”) of the Company increased the size of the Board from ten to eleven directors and appointed Christina Ackermann as a non-executive director, effective as of September 1, 2023 (the “Effective Date”).

 

As a non-executive director, Ms. Ackermann will receive a £30,000 annual retainer for her service on the Board. On the Effective Date, Ms. Ackermann received an award of an option to purchase 144,000 Ordinary Shares of the Company (represented by 18,000 American Depositary Shares (“ADSs”), each of which represents eight (8) Ordinary Shares of the Company) (the “Initial Award”). The Initial Award has an exercise price equal to $19.43 per American Depositary Share (equivalent to $2.43 per Ordinary Share), the fair market value of an American Depositary Share on August 31, 2023, and will vest and become exercisable as to one-third of the options on September 1, 2024 and the remaining options vesting in equal quarterly installments over the two years thereafter, subject to Ms. Ackermann’s continued service on the Board through each such vesting date.

 

In connection with her appointment, Ms. Ackermann entered into the Company’s standard letter of appointment for non-executive directors and also entered into the Company’s standard director deed of indemnity.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

  

Exhibit No.		Description
10.1		Agreement of Sublease, dated August 28, 2023, by and between Verona Pharma, Inc. and insightsoftware, LLC.
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	VERONA PHARMA PLC
Date: September 1, 2023	By:	/s/ David Zaccardelli, Pharm. D.
	Name:	David Zaccardelli, Pharm. D.
	Title:	President and Chief Executive Officer

 

 

Exhibit 10.1

 

THIS AGREEMENT OF SUBLEASE (“Sublease”) made as of the 28th day of August, 2023, by and between insightsoftware, LLC (“Sublandlord”) and Verona Pharma, Inc. (“Subtenant”).

 

WITNESSETH:

 

WHEREAS, Sublandlord has leased the Premises (as hereinafter defined) from Highwoods Realty Limited Partnership (as successor in interest to Highwoods-DLF Forum, LLC) (the “Landlord”) pursuant to a certain Office Lease dated November 26, 2018, as amended by that certain Lease Amendment Number One dated June 20, 2019, and as further amended by that certain Lease Amendment Number Two dated June 18, 2020 (as amended, the “Prime Lease”), which is incorporated herein by reference. Sublandlord is referred to as the “Tenant” in the Prime Lease; and

 

WHEREAS, the premises subleased hereby contain approximately 31,845 rentable square feet and are located in certain space designated as Suite #400 on the fourth floor of a certain building referred to as “Forum IV” and located at 8529 Six Forks Road, Raleigh, North Carolina 27615, and known as the “Building.” The space subleased hereby is a portion of the space leased to the Sublandlord under the Prime Lease as shown in more detail on Exhibit A attached hereto, and is hereinafter referred to as the “Premises.” The parties desire by this instrument to establish the terms and conditions upon which Subtenant will sublet the Premises from Sublandlord; and

 

NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:

 

1.             Except for Sections 1(b), 1(f), 3, 5(c), 30, and 31 of, and Addendums Number One, Two, and Three to the Prime Lease; Sections 1, 2, 3, 4, 6, 7, 8, 9, 12, and 13 of, and Exhibits A-1, A-2, B and C to Lease Amendment Number One; Sections 1, 2, and 3 of Lease Amendment Number Two, or as otherwise herein provided, as between Sublandlord and Subtenant, all of the terms, provisions, covenants and conditions contained in the Prime Lease are made a part of this Sublease, Sublandlord being substituted for “Landlord” and Subtenant for “Tenant,” it being understood that such rights and obligations of Tenant as are contained in the same, and as the same relate to the Premises, during the term of this subletting, are hereby granted to or imposed on Subtenant in the same manner as if Subtenant had been Tenant in same. Notwithstanding the foregoing, this Sublease shall not release Sublandlord from any existing or future duty, obligation or liability to Landlord under the Prime Lease, nor shall this Sublease change, modify, or amend the Prime Lease in any manner, and in the event of any conflict between the terms of the Prime Lease and this Sublease, the express terms of the Prime Lease shall prevail. Sublandlord agrees that Subtenant shall be entitled to receive all services Sublandlord is entitled to receive from Landlord pursuant to the Prime Lease, and Subtenant agrees that Sublandlord shall not be responsible for providing, or ensuring the provision of same. Subtenant expressly acknowledges that Sublandlord is not responsible for complying with any terms of the Prime Lease which, by their nature, are the sole obligations of the Landlord thereunder.

 

 

Sublandlord hereby subleases the Premises to Subtenant, on the same terms and conditions upon which said Premises were leased to Sublandlord under the Prime Lease, the same as if all the terms and conditions of the Prime Lease were fully set forth herein, except as otherwise expressly set forth herein. During the term of this Sublease, and except as set forth to the contrary herein, Subtenant hereby assumes and agrees to make all payments as hereinafter set forth and perform and fulfill all obligations, covenants and agreements of Sublandlord under the Prime Lease, with respect to the Premises, from and after the date hereof in the same manner as if Subtenant had executed the Prime Lease as tenant on the date hereof.

 

2.             The term of this Sublease (the “Term”) shall commence as of the later of (i) the date which is the first business day after all parties hereto have executed this Sublease and Landlord has consented to this Sublease in writing, or (ii) the 1^st day of December, 2023 (the “Commencement Date”), and shall expire on the 31^st day of October, 2027 at 5:00 p.m. (the “Expiration Date”), unless sooner terminated in accordance with the terms of this Sublease. Subtenant expressly acknowledges that no right or option to extend or renew the Term, or rights to other space owned or leased by Landlord or Sublandlord (including specifically any right of first refusal), is granted to Subtenant hereunder, nor shall Subtenant be entitled to exercise any such or similar rights afforded under the Prime Lease. Notwithstanding the foregoing, Subtenant shall have reasonable access to the Premises upon the later of (i) November 1, 2023; or (ii) full execution of this Sublease and prior written approval of the Landlord hereto, for the purpose of installing its telephone and computer wiring, furniture, and trade fixtures; provided, however, Subtenant (I) shall have no right to conduct business within the Premises prior to the Commencement Date; and (II) shall not interfere with Sublandlord’s performance of the demising work referenced in Section 9 below. Subtenant shall not be required to pay any Rent during such early occupancy but all other provisions of the Prime Lease and this Sublease shall apply during such early occupancy. This right of entry onto the Premises is a license from Sublandlord to Subtenant which is subject to revocation in the event that Subtenant or its employees, contractors or agents causes or is the cause of any labor dispute or damage during such period which results from, whether directly or indirectly, the installation or delivery of the foregoing, or otherwise breaches any term, covenant or condition of this Sublease. Prior to Subtenant’s entry onto the Premises in accordance herewith, Subtenant shall demonstrate to Landlord and Sublandlord that it has obtained the insurance required under this Sublease. Under no circumstances shall Landlord or Sublandlord be liable or responsible for and Subtenant agrees to assume all risk of loss or damage to any and all cabling/wiring and Subtenant’s personal property and to indemnify, defend and hold Landlord and Sublandlord harmless from any liability, loss or damage arising from any damage to the property of Landlord or Sublandlord, or their contractors, employees or agents, and any death or personal injury to any person or persons to the extent caused by, attributable to or arising out of, whether directly or indirectly, Subtenant’s entry onto the Premises or the delivery, placement, installation, or presence of the cabling/wiring and Subtenant’s personal property.

 

 

3.             The “Rent Commencement Date” shall be the Commencement Date. Commencing on the Rent Commencement Date, Subtenant shall pay base annual rent (“Base Rent”) according to the following schedule:

 

Rent Commencement Date – 3/31/2024:		$24,750.00/month
4/1/2024 – 11/30/2024:		$49,500.00/month
12/1/2024 – 11/30/2025:		$57,937.50/month
12/1/2025 – 11/30/2026:		$64,440.00/month
12/1/2026 – Expiration Date:		$78,285.63/month

 

Base Rent due throughout the Term shall be payable in equal monthly installments, in advance, on or before the first day of each calendar month of the Term, except that Subtenant shall pay the first such monthly installment upon the execution hereof. If the Rent Commencement Date is a date other than the first day of the month, rent for the period commencing with and including the Rent Commencement Date until the first day of the following month shall be pro-rated at the rate of one-thirtieth (1/30th) of the fixed monthly rental per day. All rent and other amounts due under this Sublease shall be paid without demand or notice and without any setoff or deduction whatsoever. All charges, costs and sums required to be paid by Subtenant to Sublandlord hereunder in addition to Base Rent shall be deemed additional rent (“Additional Rent”), and Base Rent and Additional Rent shall hereinafter be collectively called “Rent.” Rent shall be paid to or upon the order of Sublandlord via ACH payment (instructions for same listed as Exhibit B attached hereto and incorporated herein) or at the following address: insightsoftware, LLC, 8529 Six Forks Road, Suite 300, Raleigh, North Carolina 27615. Sublandlord shall have the right to change the Sublandlord’s address by giving advance written notice thereof to Subtenant. All payments of Rent shall be made in immediately available, lawful money of the United States.

 

As of the Rent Commencement Date, Subtenant shall also be responsible for any charges for after-normal hours HVAC service and/or excess electrical usage, as may be required of Sublandlord as Tenant under the Prime Lease with respect to the Premises only. Subtenant shall not be responsible for any Operating Costs and Taxes, or any similar charges under the Prime Lease (except as specifically provided in this Sublease).

 

4.             Subtenant will not assign this Sublease in whole or in part, nor sublet all or any part of the Premises, without the written consent of Sublandlord and Landlord first obtained, Sublandlord’s consent not to be unreasonably withheld, conditioned, or delayed.

 

5.             All notices required or permitted by any provision of the Prime Lease or this Sublease shall be sent via certified mail, return receipt requested or via personal or overnight courier delivery (with proof of delivery requested) and shall be directed to Landlord at the address for notice as set forth in the Prime Lease. Other notices required or permitted by any provision of the Prime Lease or this Sublease shall be directed as follows:

 

If to Sublandlord:		insightsoftware, LLC
		8529 Six Forks Road, Suite 300
		Raleigh, North Carolina 27615
		Attn: [***]
		E-mail: [***]

 

 

with a copy to:		Smith, Anderson, Blount, Dorsett,
		Mitchell & Jernigan, L.L.P.
		Post Office Box 2611
		Raleigh, North Carolina 27602-2611
		Attention: [***]
		E-mail: [***]
If to Subtenant:		Verona Pharma, Inc.
		3 More London Riverside
		London SE1 2RE
		Attn: Claire Poll, General Counsel
		Email: Legal@veronapharma.com
with a copy to:		Attn: Mark Hahn, CFO
		E-mail: mark.hahn@veronapharma.com

 

Either party may, at any time or from time to time, designate in writing a substitute address for the above set forth, and thereafter notice shall be directed to such substitute address.

 

6.             This Sublease, and all rights hereunder, are in full respects subordinate to the Prime Lease.

 

7.             Subtenant hereby agrees to execute such other necessary documents and instruments as Sublandlord may hereafter reasonably request in order to effectuate the provisions of the Sublease. In the event that Subtenant is more than one person or entity, the obligations of the persons and entities executing this Sublease as Subtenant shall be joint and several.

 

8.             Landlord’s consent to this Sublease shall not be construed as relieving Sublandlord from the requirement of obtaining Landlord’s consent to any further subleasing or assignment of the Prime Lease, or of creating any rights in Subtenant against Landlord as a result of Landlord’s consent to this Sublease.

 

 

9.             Subtenant acknowledges and agrees that the Premises are being conveyed in broom clean condition and that Sublandlord hereby makes no representation or warranty whatsoever, including specifically the condition thereof or their fitness for a particular purpose. Subtenant shall not alter the Premises without first obtaining Sublandlord’s written approval for such alteration. Subtenant acknowledges that alterations are further subject to the consent of Landlord and Subtenant shall be responsible for obtaining such consent; provided, however, Sublandlord shall reasonably cooperate and work with Subtenant to obtain the consent of the Landlord. Except as otherwise agreed upon at the time any such consent is given, all alterations shall remain upon the Premises and shall be incorporated in and made a part of the Premises as completed. Subtenant shall be responsible, at its sole cost and expense, for all conditions of Landlord’s consent to any alterations, including without limitation any restoration and/or removal obligations. Notwithstanding the foregoing, Sublandlord shall (at Sublandlord’s sole cost and expense) be responsible for separately demising the Premises before the Commencement Date pursuant to a separate agreement between Landlord and Sublandlord. In the event that Sublandlord is responsible for any restoration or repair of the Premises (with respect to the above-referenced demising work), such restoration or repair obligations shall be the sole and exclusive liability of Sublandlord and shall in no way pass to Subtenant. Subtenant in no event will be held responsible for any liabilities to Landlord incurred by Sublandlord as a result of Sublandlord’s failure to perform any such restorations or repairs.

 

10.           Subtenant shall be liable for, and shall indemnify, defend and hold Sublandlord and Landlord harmless from and against, any and all claims, damages, judgments, suits, causes of actions, losses, liabilities, and expenses, including, without limitation, reasonable attorneys' fees and court costs to the extent arising or resulting from (a) the negligence or willful misconduct of Subtenant or any of Subtenant's agents, employees, subtenants, assignees, licensees, or invitees as to injuries to persons or damage to property occurring in or about the Premises and (b) the default by Subtenant of any obligation on Subtenant's part to be performed under the terms of this Sublease; provided, however, Subtenant's indemnity shall not apply or extend to any such damage or injury to the extent the same are: (i) the result of the negligence or willful misconduct of Sublandlord (or Landlord, in the case of Landlord’s indemnity), or Sublandlord's (or Landlord’s, in the case of Landlord’s indemnity) employees, agents or contractors, or (ii) paid to Sublandlord (or Landlord, in the case of Landlord’s indemnity) out of the proceeds of any policy of insurance required hereunder. In case any action or proceeding is brought against Sublandlord or Landlord by reason of Subtenant's indemnification obligation set forth in this section, Subtenant, upon notice from Sublandlord or Landlord shall defend the same at Subtenant's expense. The terms and provisions of this section shall survive the termination or expiration of this Sublease.

 

Sublandlord shall be liable for, and shall indemnify, defend and hold Subtenant and harmless from and against, any and all claims, damages, judgments, suits, causes of actions, losses, liabilities, and expenses, including, without limitation, reasonable attorneys' fees and court costs to the extent arising or resulting from (a) the negligence or willful misconduct of Sublandlord or any of Sublandlord's agents, employees, subtenants, assignees, licensees, or invitees as to injuries to persons or damage to property occurring in or about the Building and (b) the default by Sublandlord of any obligation on Sublandlord's part to be performed under the terms of this Sublease; provided, however, Sublandlord's indemnity shall not apply or extend to any such damage or injury to the extent the same are: (i) the result of the negligence or willful misconduct of Subtenant, or Subtenant's employees, agents or contractors, or (ii) paid to Subtenant out of the proceeds of any policy of insurance required hereunder. In case any action or proceeding is brought against Subtenant by reason of Sublandlord's indemnification obligation set forth in this section, Sublandlord, upon notice from Subtenant shall defend the same at Sublandlord's expense. The terms and provisions of this section shall survive the termination or expiration of this Sublease.

 

 

11.           Notwithstanding any provision contained in this Sublease to the contrary, should either party institute any legal proceeding against the other for breach of any provision herein contained and prevail in such action, such other party shall reimburse the prevailing party for the cost of expenses of such prevailing party, including, without limitation, its reasonable attorneys’ fees actually incurred at standard and reasonable billing rates.

 

12.           This Sublease and all provisions contained herein are contingent upon the written approval of Landlord, pursuant to a separate written agreement entered into by Landlord, Sublandlord, and Subtenant.

 

13.           None of the covenants, terms or conditions of this Sublease to be kept and performed by either party, shall in any manner be altered, waived, modified, changed or abandoned except by a written instrument, duly signed and delivered by the other party.

 

14.           If any term or provision of this Sublease shall to any extent be held invalid or unenforceable, the remaining terms and provisions of this Sublease shall not be affected thereby, but each term and provision of this Sublease shall be valid and shall be enforced to the fullest extent permitted by law.

 

15.           All of the covenants, agreements, conditions and undertakings contained in this Sublease shall extend and inure to and be binding upon the heirs, executors, administrators, successors and permitted assigns of the respective parties hereto.

 

16.           Sublandlord and Subtenant warrant to the other that neither of them has had any dealings with any broker or agent in connection with the transactions contemplated hereby except as follows: Rich Commercial Realty (“Sublandlord’s Broker”) and Jones Lang LaSalle (“Subtenant’s Broker”). Sublandlord agrees to pay a fee to Sublandlord’s Broker and a fee to Subtenant’s Broker, in such amounts as specified pursuant to a separate agreement entered into by Sublandlord. Sublandlord and Subtenant covenant to pay, hold harmless and indemnify the other from and against any and all costs, expenses or liability for any compensation, commissions and charges claimed by any other broker or agent, with respect to the transactions contemplated hereby or the negotiation thereof and arising by virtue of the acts of the indemnifying party.

 

17.           No waiver by any party hereto of any breach by the other party hereto of any term, covenant, condition, or agreement herein and no failure by any party hereto to exercise any right or remedy in respect of any breach hereunder, shall constitute a waiver or relinquishment for the future of any such term, covenant, condition, or agreement or of any subsequent breach or of any such term, covenant, condition or agreement.

 

18.           This Sublease constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and this Sublease supersedes all prior oral or written agreements, commitments, or understandings with respect to the matters provided for herein.

 

 

19.           This Sublease may be executed in multiple counterparts, each of which may be deemed to be an original.

 

20.           Sublandlord acknowledges and agrees that Subtenant shall be entitled to such signage rights as are permitted by the Landlord, in Landlord’s sole discretion. Subtenant shall be responsible, at its sole cost and expense, for all conditions of Landlord’s consent to any signage, including without limitation any restoration and/or removal obligations.

 

21.           Whenever Sublandlord is required in the Prime Lease to furnish insurance to Landlord, Subtenant agrees to furnish such insurance in the same amounts naming Sublandlord and Landlord as additional insureds with waivers of subrogation in favor of Landlord and Sublandlord, as provided in the Prime Lease. Each such insurance policy shall contain a provision that such policies shall not be cancelled upon less than thirty (30) days prior written notice to Sublandlord. Subtenant will deliver certificates of insurance to Sublandlord (on forms reasonably acceptable to Sublandlord).

 

22.           Subtenant shall, at all times during the Term, have access to at least one hundred thirty-three (133) unreserved parking spaces in the parking areas serving the Building (at no separate charge).

 

23.           Subtenant shall be entitled to use Sublandlord’s existing furniture and equipment (as listed on Exhibit C attached hereto and incorporated herein) within the Premises (“Furniture and Equipment”), from the Commencement Date until the end of the Term (at no separate charge). Ownership of the Furniture and Equipment shall pass to Subtenant at the end of the Term, or at any such earlier time in which this Sublease may be terminated as permitted herein or as a result of termination of the Prime Lease (with a bill of sale reciting $1 consideration, to the extent requested by Subtenant). To Sublandlord’s knowledge, Sublandlord has good and indefeasible title to the Furniture and Equipment, free and clear of liens or other encumbrances which would restrict Subtenant from passing ownership of the Furniture and Equipment to Subtenant as required herein.

 

[Signature Page(s) Follow]

 

 

IN WITNESS WHEREOF, each party hereto has duly executed this Sublease as of and on the day and year first above written.

 

 

		SUBLANDLORD:
		insightsoftware, LLC
		By:	/s/ David Woodworth
		Name:	David Woodworth
		Title:	CFO
		Date:	August 28, 2023
		SUBTENANT:
		Verona Pharma, Inc.
		By:	/s/ Mark Hahn
		Name:	Mark Hahn
		Title:	CFO
		Date:	8/28/2023

 

 

EXHIBIT A

 

(See Exhibit A to the original Prime Lease)

 

 

EXHIBIT B

 

[***]

 

 

EXHIBIT C

 

[***]

 

 

v3.23.2

Cover	Aug. 28, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 28, 2023
Entity File Number	001-39067
Entity Registrant Name	Verona Pharma plc
Entity Central Index Key	0001657312
Entity Tax Identification Number	98-1489389
Entity Incorporation, State or Country Code	X0
Entity Address, Address Line One	3 More London Riverside
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	SE1 2RE
Country Region	44
City Area Code	203
Local Phone Number	283 4200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary shares, nominal value £0.05 per share*
Trading Symbol	VRNA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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