Verona Pharma plc Files 8-K with Multiple Material Events

TL;DR

Verona Pharma plc dropped an 8-K detailing asset sales, delisting notices, control changes, and exec shifts. Big moves happening.

AI Summary

Verona Pharma plc filed an 8-K on October 7, 2025, reporting several material events. These include the completion of an acquisition or disposition of assets, a notice of delisting or failure to meet listing standards, material modifications to security holder rights, a change in control of the registrant, and changes in directors or officers. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes for Verona Pharma plc, which could impact its stock performance and investor confidence.

Risk Assessment

Risk Level: medium — The filing reports multiple significant events including potential delisting and changes in control, which introduce uncertainty.

Key Players & Entities

• Verona Pharma plc (company) — Registrant
• October 7, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $13.375 — titled to receive, for each such share, $13.375 in cash, without interest (the " Consid
• $107 — (8) times the foregoing cash amount, or $107 in cash (the " ADS Consideration ").

Filing Documents

• tm2528100d1_8k.htm (8-K) — 41KB
• 0001104659-25-097318.txt ( ) — 205KB
• vrna-20251007.xsd (EX-101.SCH) — 3KB
• vrna-20251007_lab.xml (EX-101.LAB) — 33KB
• vrna-20251007_pre.xml (EX-101.PRE) — 22KB
• tm2528100d1_8k_htm.xml (XML) — 4KB

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets. On October 6, 2025, the High Court of Justice of England and Wales (the " Court ") sanctioned the Scheme of Arrangement at a public hearing convened by the Court and the Company. On October 7, 2025 (the " Closing Date "), Merck and Bidco consummated the Transaction in accordance with the Transaction Agreement and the Scheme of Arrangement. At the effective time of the Scheme of Arrangement (the " Effective Time "): Bidco acquired all issued and outstanding ordinary shares, nominal value 0.05 per share, of the Company (each a " Company Share "); holders of Company Shares became entitled to receive, for each such share, $13.375 in cash, without interest (the " Consideration "); and because each American Depositary Share of the Company (each a " Company ADS ") represented a beneficial interest in eight (8) Company Shares, holders of Company ADSs became entitled to receive for each Company ADS eight (8) times the foregoing cash amount, or $107 in cash (the " ADS Consideration "). At the Effective Time, subject to all required withholding taxes: each outstanding Company share option became vested and each such option that had an exercise price that was less than the ADS Consideration was automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of Company ADSs underlying such Company share option and (2) the excess, if any, of (x) an amount equal to the ADS Consideration over (y) the exercise price of such Company share option; each outstanding Company time-based restricted share unit became vested and each such restricted share unit was automatically converted into the right to receive an amount in cash equal to the product of (A) the aggregate number of Company ADSs underlying such Company restricted share unit and (B) the ADS Consideration; and each outstanding Company performance-based restricted share unit that had previously become

01 Notice of Delisting or Failure to

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. In connection with the consummation of the Transaction, on October 6, 2025, the Company requested that the Nasdaq Global Market (" Nasdaq ") suspend trading of Company ADSs (Nasdaq: VRNA), effective as of the open of trading on October 7, 2025 (which suspension was granted) and file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister Company ADSs under Section 12(b) of the Securities Exchange Act of 1934, as amended (the " Exchange Act "). As a result, Company ADSs will no longer be listed on Nasdaq. In addition, the Company intends to file with the SEC a certification on Form 15 requesting the termination of registration of all Company Shares and Company ADSs and that its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act be suspended. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

03 Material Modification to Rights of

Item 3.03 Material Modification to Rights of Security Holders. The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant. As a result of the consummation of the Transaction, a change of control of the Company occurred and the Company became an indirect wholly owned subsidiary of Merck. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Pursuant to the Transaction Agreement, on the Closing Date, each of the directors of the Company (Christina Ackermann, Michael Austwick, James Brady, Ken Cunningham, Lisa Deschamps, David Ebsworth, Martin Edwards, Mahendra Shah, Vikas Sinha and David Zaccardelli) resigned from the board of directors of the Company. On the Closing Date and following the consummation of the Transaction, Benjamin Lucas was appointed as the Principal Executive Officer and director and Ebru Can Temucin was appointed as the Principal Financial Officer, Principal Accounting Officer and director of the Company. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibit 2.1 Transaction Agreement, dated as of July 8, 2025, by and among Verona Pharma, Merck and Vol Holdings LLC (incorporated herein by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on July 9, 2025 (SEC File No. 001-38067).* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the U.S. Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request. SIGNATURE 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: October 7, 2025 By: /s/ Benjamin Lucas Name: Benjamin Lucas Title: Principal Executive Officer

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View this 8-K filing on SEC EDGAR