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): ~~March~~April 2524, 2025

Verona Pharma plc

(Exact name of registrant as specified in its charter)

United Kingdom

001-38067

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 15.~~01.~~07 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On ~~March 27~~April 24, 2025 ~~(the “Effective Date”)~~, Verona Pharma~~, Inc.~~ plc (the “~~Borrower~~Company”), aheld its ~~wholly-owned~~2025 ~~subsidiary~~Annual ofGeneral ~~Verona~~Meeting ~~Pharma~~of ~~plc~~Shareholders (the “~~Company~~AGM”). At the AGM, ~~entered~~all ~~into~~resolutions ~~the~~were ~~First~~passed ~~Amendment~~as (proposed. Of the ordinary ~~“First~~shares ~~Amendment”)~~entitled to ~~that~~vote, ~~certain~~there ~~Credit~~were ~~Agreement~~654,234,496 ~~and~~ordinary ~~Guaranty,~~shares represented in person or by proxy at the AGM. The matters voted ~~dated~~upon asat the AGM, all of ~~May 9~~which were described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 18, ~~2024~~2025, and the final results of such voting are set forth below. Proxy forms that gave a person designated by ~~and~~the ~~among~~Company discretion have been included in the ~~Borrower,~~“For” total. In accordance with the terms of the deposit agreement by and among the Company, ~~Oaktree~~Citibank, ~~Fund Administration~~N.A., ~~LLC~~as depositary, aand ~~Delaware~~holders ~~limited~~and ~~liability~~beneficial ~~company~~ owners of American Depositary Shares (“~~Oaktree~~ADSs”) issued thereunder, dated as ~~administrative~~of ~~agent~~May 2, ~~and~~2017, holders of ADSs as the ~~lenders~~ADS ~~from~~record ~~time~~date towho did not provide the depositary bank with voting instructions on or before the voting cut-off time ~~party~~for ~~thereto~~ADS (holders were deemed to have instructed the ~~“Credit~~depositary ~~Agreement”~~bank to give a discretionary ~~and~~proxy asto ~~amended~~a person designated by the ~~First~~Company ~~Amendment,~~to vote the ~~“Amended~~underlying ~~Credit~~ordinary ~~Agreement~~shares at the AGM and the voting results below reflect that. A “vote withheld”) is not a vote in law and votes withheld had no effect on the proposals. Votes withheld were counted as present and entitled to vote for purposes of determining a quorum.

~~The~~Proposal ~~Amendment provides for, among other things: (i) an increase to the commitments under the Tranche C Term Loans (as defined in the Credit Agreement) from $75~~1.0 ~~million~~To tore-elect ~~$125.0~~Kenneth ~~million~~Cunningham, ~~which was drawn on the Effective Date, (ii) a decrease in the interest rate applicable to all term loans borrowed under the Amended Credit Agreement from 11~~M.~~00% to 9~~D.~~70%~~ ~~per~~as ~~annum, with~~ a ~~further~~Director ~~step down to 9.35% per annum~~of ~~after~~ the Company has met certain Net Sales (as defined in the Amended Credit Agreement) milestones (and such step down to apply commencing the first day of the applicable fiscal quarter in which the Borrower certifies such condition has been met), and (iii) a $75.~~0 million basket for a future working capital facility, subject to certain terms and conditions.~~

The foregoing description of the First Amendment is a summary, and is qualified in its entirety by reference to such document, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

FOR		AGAINST		WITHHELD		BROKER NON-VOTES
581,835,715		13,000,884		59,466,152		-

~~Item~~Proposal 72.~~01.~~ ~~Regulation~~To FDre-elect ~~Disclosure~~Vikas Sinha as a Director of the Company.

On March 28, 2025, the Company issued a press release announcing the First Amendment described above and its election to exercise its buy-out option under the RIPSA (as defined below) and as described below. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

FOR		AGAINST		WITHHELD		BROKER NON-VOTES
584,744,107		10,160,892		59,397,752		-

~~The~~Proposal ~~information contained under Item 7~~3.01 ofTo ~~this Current Report on Form 8~~re-Kelect ~~(including~~James ~~Exhibit 99.1),~~Brady ~~shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,~~ as ~~amended~~a ~~(the~~Director ~~“Exchange Act”), or otherwise subject to the liabilities~~ of ~~that section, nor shall it be deemed incorporated by reference in any filing under~~ the ~~Securities Act of 1933, as amended, or the Exchange Act except as may be expressly set forth by specific reference in such filing~~Company.

Item 8.01. Other Information

FOR		AGAINST		WITHHELD		BROKER NON-VOTES
590,232,355		4,675,044		59,395,352		-

OnProposal ~~March~~4. ~~25,~~To ~~2025,~~receive ~~the Company exercised its buy-out option under that certain Revenue Interest Purchase~~ and ~~Sale~~adopt ~~Agreement (~~the ~~“RIPSA”), dated~~U.K. asstatutory ofannual ~~May 9, 2024, by~~ accounts and ~~among~~Directors’ ~~the~~report ~~Borrower,~~for the ~~Company,~~year ~~Oaktree,~~ended asDecember ~~administrative agent and certain funds managed by each of Oaktree Capital Management~~31, ~~L.P.~~2024 and ~~OCM Life Sciences Portfolio (~~the ~~“Purchasers”).~~report ~~In connection with the exercise~~ of the ~~buy-out~~ ~~option,~~auditors ~~each~~thereon ~~Purchaser agreed to reduce the MOIC~~ (~~as defined in~~ the ~~RIPSA)~~“2024 ~~required for such buy-out option from 1~~U.~~20x~~K. toAnnual 1Report”).~~17x.~~

Item 9.01 Financial Statements and Exhibits.

FOR		AGAINST		WITHHELD		BROKER NON-VOTES
594,832,683		163,844		59,306,224		-

~~(d) Exhibits~~Proposal 5. To receive and approve, as a non-binding advisory resolution, the U.K. statutory Directors’ Remuneration Report for the year ended December 31, 2024, as set out on pages 21 to 43 of the 2024 U.K. Annual Report.

Exhibit No.	Description
FOR	AGAINST	WITHHELD	BROKER NON-VOTES
10.1†	First Amendment to Credit Agreement and Guaranty, dated as of March 27, 2025, by and among the Company, Verona Pharma, Inc., Oaktree Fund Administration, LLC, as administrative agent, and the lenders party thereto.
431,170,660	163,665,531	59,466,560	-
99.1*	Press Release, dated March 28, 2025
104	Cover Page Interactive Data File (embedded within the inline XBRL document).
†	Portions of this exhibit (indicated by brackets and asterisks) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Schedules and exhibits have been omitted pursuant to Item 601(a)(5). The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request by the SEC.
*	Furnished herewith.

~~SIGNATURES~~Proposal 6. To re-appoint Ernst & Young LLP as the Company’s auditors, to hold office until the conclusion of the next annual general meeting of shareholders.

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.

FOR		AGAINST		WITHHELD		BROKER NON-VOTES
654,070,652		163,844		59,306,224		-

	VERONA PHARMA PLC
Date: March 28, 2025	By:	/s/ David Zaccardelli, Pharm. D.
	Name:	David Zaccardelli, Pharm. D.
	Title:	President and Chief Executive Officer

Proposal 7. To authorize the Audit and Risk Committee to determine the auditors’ remuneration for the year ending December 31, 2025.

FOR		AGAINST		WITHHELD		BROKER NON-VOTES
594,925,203		46,368		59,331,180		-

Proposal 8. To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers.

FOR		AGAINST		WITHHELD		BROKER NON-VOTES
429,961,621		164,822,463		59,518,667		-

Proposal 9. To authorize the Directors generally and unconditionally for the purposes of Section 551 of the U.K. Companies Act 2006 (the “Companies Act”) to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company (“Rights”) up to an aggregate nominal amount of £7,031,895 (being up to a maximum of 140,637,892 shares representing 20% of the Company’s existing ordinary share capital as at the close of business on March 11, 2025 ) to such persons at such times and upon such conditions as the Directors may determine (subject to the Company’s Articles of Association).

FOR		AGAINST		WITHHELD		BROKER NON-VOTES
587,144,235		7,553,188		59,605,328		-

Proposal 10. Subject to and conditional upon the passing of resolution 13 above, to authorize the Directors pursuant to Section 570 and 573 of the Companies Act to allot equity securities (as defined in Section 560 of the Companies Act) for cash pursuant to the authority conferred by resolution 13 above and/or to sell ordinary shares held by the Company as treasury shares for cash, as if Section 561(1) of the Companies Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £7,031,895 (being up to a maximum of 140,637,892shares representing 20% of the Company’s existing ordinary share capital as at the close of business on March 11, 2025 ), shall replace any existing disapplication of Section 561 of the Companies Act to the extent not utilized at the date this resolution is passed and shall expire on June 1, 2026 unless previously renewed, varied or revoked by the Company in general meeting, provided that the Company may, before such expiry, make an offer or agreement which would or might require shares in the Company or rights to be allotted or granted or treasury shares to be sold after this authority expires and that the Directors may allot shares in the Company or grant rights or sell treasury shares pursuant to such an offer or agreement as if the authority conferred by this resolution had not expired..

FOR		AGAINST		WITHHELD		BROKER NON-VOTES
586,337,508		8,566,411		59,398,832		-

Based on the foregoing votes, the shareholders re-elected each of Kenneth Cunningham, M.D., Vikas Sinha and James Brady as directors, and approved Proposals 4, 5, 6, 7, 8, 9, and 10.

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: April 25, 2025	By:	/s/ David Zaccardelli, Pharm. D.
	Name:	David Zaccardelli, Pharm. D.
	Title:	President and Chief Executive Officer

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