UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
March 2019
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Commission File Number: 001-38067
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Verona Pharma plc
(Exact Name of Registrant as Specified in Its Charter)
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3 More London Riverside
London SE1 2RE UK
+44 203 283 4200
(Address of principal executive office)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On March 20, 2019, and March 25, 2019, Verona Pharma plc issued press releases reporting the purchase of shares by its Chief Financial Officer, Mr. Piers Morgan (the Person Discharging Managerial Responsibilities ("PDMR") announcement, the ("PDMR Announcements")).
On March 22, 2019, the Company also issued a press release announcing its Annual Report and Accounts for the year ended December 31, 2018 and giving notice of the of the Annual General Meeting (the "AGM and Annual Report Press Release").
The PDMR Announcements are furnished herewith as Exhibits 1.1 and 1.2 to this Report on Form 6-K.
The AGM and Annual Report Press Release is furnished herewith as Exhibit 1.3 to this Report on Form 6-K.
EXHIBIT INDEX
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, thereunto duly authorized.
VERONA PHARMA PLC | |||||||
Date: March 26, 2019 | By: | /s/ Claire Poll | |||||
Name: | Claire Poll | ||||||
Title: | Legal Counsel | ||||||
PDMR Dealing
March 20, 2019, LONDON - Verona Pharma plc (AIM:VRP) (Nasdaq:VRNA) (“Verona Pharma”), a clinical-stage biopharmaceutical company focused on developing and commercializing innovative therapies for respiratory diseases, announces that, on March 18, 2019, Mr. Piers Morgan, CFO of the Company, purchased 34,481 ordinary shares of 5 pence each in the Company (the “Ordinary Shares”) at a price of 58 pence per Ordinary Share and a total purchase price of £19,999.98 Following the acquisition, Mr. Morgan will have an interest in the Company of 93,075 Ordinary Shares, representing 0.09% of the Company’s issued share capital.
The purchase by Mr. Morgan follows the purchases made by the Company’s Chairman, Dr. David Ebsworth, earlier this month totaling approximately £50,000.00.
The notification set out below is provided in accordance with the requirements of the EU Market Abuse Regulation.
1 | Details of the person discharging managerial responsibilities/person closely associated | |
a) | Name | Piers Morgan |
2 | Reason for the notification | |
a) | Position/status | Chief Financial Officer |
b) | Initial notification/Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Verona Pharma plc |
b) | LEI | 213800EVI6O6J3TIAL06 |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 5 pence each GB00BYW2KH80 |
b) | Nature of the transaction | Piers Morgan purchased 34,481 Ordinary Shares |
c) | Price(s) and volume(s) | Price(s) : 58.00 pence per Ordinary Share Volume(s) : 34,481 Ordinary Shares |
d) | Aggregated information - Aggregated volume - Price | N/A |
e) | Date of the transaction | 18 March 2019 |
f) | Place of the transaction | London Stock Exchange, AIM |
For further information, please contact:
Verona Pharma plc | Tel: +44 (0)20 3283 4200 |
Jan-Anders Karlsson, Chief Executive Officer | info@veronapharma.com |
Victoria Stewart, Director of Communications | |
Stifel Nicolaus Europe Limited (Nominated Adviser and UK Broker) | Tel: +44 (0) 20 7710 7600 |
Stewart Wallace / Jonathan Senior / Ben Maddison | |
PDMR Dealing
March 25, 2019, LONDON - Verona Pharma plc (AIM:VRP) (Nasdaq:VRNA) (“Verona Pharma”), a clinical-stage biopharmaceutical company focused on developing and commercializing innovative therapies for respiratory diseases, announces that, on March 22, 2019, Mr. Piers Morgan, CFO of the Company, purchased 20,132 ordinary shares of 5 pence each in the Company (the “Ordinary Shares”) at a price of 64 pence per Ordinary Share and a total purchase price of £12,884.48 Following the acquisition, Mr. Morgan will have an interest in the Company of 113,207 Ordinary Shares, representing 0.11% of the Company’s issued share capital.
The purchase by Mr. Morgan brings the total purchases made by him this month to £32,884.46 and follows the purchases made by the Company’s Chairman, Dr. David Ebsworth, earlier this month totaling approximately £50,000.00.
The notification set out below is provided in accordance with the requirements of the EU Market Abuse Regulation.
1 | Details of the person discharging managerial responsibilities/person closely associated | |
a) | Name | Piers Morgan |
2 | Reason for the notification | |
a) | Position/status | Chief Financial Officer |
b) | Initial notification/Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Verona Pharma plc |
b) | LEI | 213800EVI6O6J3TIAL06 |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 5 pence each GB00BYW2KH80 |
b) | Nature of the transaction | Piers Morgan purchased 34,481 Ordinary Shares |
c) | Price(s) and volume(s) | Price(s) : 64.00 pence per Ordinary Share Volume(s) : 20,132 Ordinary Shares |
d) | Aggregated information - Aggregated volume - Price | N/A |
e) | Date of the transaction | 22 March 2019 |
f) | Place of the transaction | London Stock Exchange, AIM |
For further information, please contact:
Verona Pharma plc | Tel: +44 (0)20 3283 4200 |
Jan-Anders Karlsson, Chief Executive Officer | info@veronapharma.com |
Victoria Stewart, Director of Communications | |
Stifel Nicolaus Europe Limited (Nominated Adviser and UK Broker) | Tel: +44 (0) 20 7710 7600 |
Stewart Wallace / Jonathan Senior / Ben Maddison | |
2018 Annual Report and Accounts
and
Notice of AGM
March 22, 2019, LONDON - Verona Pharma plc (AIM:VRP) (Nasdaq:VRNA) (“Verona Pharma”), a clinical stage biopharmaceutical company focused on developing and commercializing innovative therapies for respiratory diseases, is pleased to confirm that a hard copy of the Annual Report and Accounts for the year ended 31 December 2018 ("2018 Annual Report and Accounts"), the Notice of Annual General Meeting and a Form of Proxy have been posted to Shareholders.
The Company confirms that a copy of its 2018 Annual Report and Accounts and Notice of Annual General Meeting are available online at www.veronapharma.com. The Notice of Annual General Meeting can also be found within the AIM Rule 26 section of the website.
The Annual General Meeting of Verona Pharma will be held at the London offices of Latham & Watkins LLP, 99 Bishopsgate, London EC2M 3XF at 10.00 a.m. on 7 May 2019.
-Ends-
Verona Pharma is a clinical-stage biopharmaceutical company focused on developing and commercializing innovative therapies for the treatment of respiratory diseases with significant unmet medical needs. Verona Pharma’s product candidate, ensifentrine, is an investigational first-in-class, inhaled, dual inhibitor of the enzymes phosphodiesterase 3 and 4 that is designed to act as both a bronchodilator and an anti-inflammatory agent in a single compound. Ensifentrine has been studied via the nebulized route of administration in clinical trials involving more than 800 subjects. The nebulized formulation of ensifentrine has significantly improved lung function, including enhanced peak FEV1, reduced lung hyperinflation and faster onset-of-action when used alone or as an add-on treatment to some of the most commonly used COPD therapies, including tiotropium (Spiriva®), tiotropium/olodaterol fixed-dose combination, ipratropium, and albuterol. In addition, ensifentrine has shown anti-inflammatory effects in a standard challenge study with COPD-like inflammation in humans. Ensifentrine waswell tolerated in these trials. Verona Pharma is developing ensifentrine for the treatment of COPD, cystic fibrosis and asthma.
For further information, please contact:
Verona Pharma plc | Tel: +44 (0)20 3283 4200 |
Jan-Anders Karlsson, Chief Executive Officer | info@veronapharma.com |
Victoria Stewart, Director of Communications | |
Stifel Nicolaus Europe Limited (Nominated Adviser and UK Broker) | Tel: +44 (0) 20 7710 7600 |
Stewart Wallace / Jonathan Senior / Ben Maddison | |
FTI Consulting (UK Media and Investor enquiries) | Tel: +44 (0)20 3727 1000 |
Simon Conway / Natalie Garland-Collins | veronapharma@fticonsulting.com |
ICR, Inc. (US Media and Investor enquiries) | |
Darcie Robinson | Tel: +1 203-919-7905 Darcie.Robinson@icrinc.com |
Stephanie Carrington | Tel. +1 646-277-1282 Stephanie.Carrington@icrinc.com |