Welcome to our dedicated page for Verona Pharma SEC filings (Ticker: VRNA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to historical U.S. Securities and Exchange Commission (SEC) filings for Verona Pharma plc, which previously traded on the Nasdaq Global Market under the ticker VRNA. Verona Pharma was a biopharmaceutical company focused on chronic respiratory diseases, with its lead product Ohtuvayre (ensifentrine) for the maintenance treatment of COPD in adult patients. Its SEC filings document both its development and commercialization activities and the corporate steps that resulted in its acquisition by Merck.
Among the most important filings for VRNA are its Current Reports on Form 8-K. These include detailed descriptions of the July 2025 transaction agreement under which Merck Sharp & Dohme LLC, through a wholly owned subsidiary, agreed to acquire Verona Pharma by means of a court-sanctioned English law scheme of arrangement. Subsequent 8-K filings report shareholder voting results approving the transaction, amendments to Verona’s change-in-control severance plan, and the completion of the acquisition on October 7, 2025, when Merck’s acquisition vehicle obtained all issued and outstanding Verona shares and Verona became an indirect wholly owned subsidiary of Merck.
For trading status and listing history, users can review the Form 25 (Form 25-NSE) filed in connection with the delisting of Verona Pharma’s American Depositary Shares from the Nasdaq Stock Market LLC. The Form 25 identifies Verona Pharma as the issuer and serves as the official notification of removal from listing and/or registration under Section 12(b) of the Exchange Act. Related 8-K disclosures explain Verona’s request for suspension of trading in its ADSs, the plan to file a Form 15 to terminate registration of its shares and ADSs, and the resulting suspension of its reporting obligations under Sections 13(a) and 15(d).
Earlier 8-K filings also describe governance and compensation matters linked to the transaction, such as the voting agreement with certain directors and executive officers to support the scheme of arrangement and changes to the company’s severance plan in the context of a change in control. Together, these filings offer a regulatory record of how Verona Pharma moved from being an independent Nasdaq-listed issuer to a wholly owned subsidiary within Merck’s corporate structure.
On Stock Titan, these VRNA filings are updated from the SEC’s EDGAR system and can be paired with AI-generated summaries that explain the purpose and key points of each document in plain language. Users can quickly understand what a particular 8-K, Form 25 or future Form 15 means for Verona Pharma’s historical shareholders, how the cash consideration per share and per ADS was structured, and how the delisting and deregistration process unfolded. This makes it easier to interpret Verona Pharma’s regulatory history and the implications of its transition off the public markets.
Verona Pharma plc submitted an S-8 post-effective amendment registering employee equity across multiple prior shelf registrations. The filing lists specific Registration Numbers and the exact additional Ordinary Shares allocated to the company's employee share schemes, including 214,000, 2,590,000, 14,333,000, 11,998,660, 65,102,504, 17,132,312, 24,000,000, 34,745,648, and 28,127,576 Ordinary Shares under various Verona Pharma plc incentive and option plans. The document is executed by Benjamin Lucas and Ebru Can Temucin with signature dates of October 7, 2025.
Verona Pharma plc submitted a Form 25 notice relating to removal of a class of its securities from listing and/or registration on the Nasdaq Stock Market LLC. The filing identifies the issuer's principal office in London and cites the Exchange rules under 17 CFR 240.12d2-2 as the basis for the strike/withdrawal action, with checkboxes for the (a)(1)–(a)(4) provisions and references to subsections (b) and (c) about procedural compliance. The notice also shows the Commission File Number 001-38067 and the OMB approval number 3235-0080.
Verona Pharma plc agreed to be acquired by Merck Sharp & Dohme LLC through a court-sanctioned English law scheme of arrangement and the transaction closed on
Verona Pharma plc reported that its shareholders have approved all proposals related to the previously announced acquisition of the company by Vol Holdings LLC, a wholly owned subsidiary of Merck Sharp & Dohme LLC, via a court-sanctioned scheme of arrangement under UK law.
At the Court Meeting, shareholders approved the scheme proposal with 558,377,989 votes in favor and 2,854,904 against, with 53 of 54 registered shareholders (98.15% of those voting) supporting it. At the General Meeting, a special resolution authorizing the board to implement the scheme and amend the articles to facilitate the transaction passed with 555,121,378 votes for, 2,757,680 against and 3,240,904 withheld.
Shareholders also approved, on an advisory and non-binding basis, potential transaction-related compensation for named executive officers, with 450,663,738 votes for, 104,385,363 against and 6,070,861 withheld. The acquisition remains subject to closing conditions, including sanction of the scheme at a Court Sanction Hearing scheduled for October 6, 2025.
Verona Pharma plc disclosed an amendment to its Employee Change in Control Severance Benefit Plan in a Form 8-K filed and signed by David Zaccardelli, Pharm. D. on
David Zaccardelli, President, CEO and a director of Verona Pharma plc (VRNA), reported a sale of 1,200,000 ordinary shares on 08/29/2025. After the reported transaction he beneficially owns 12,176,144 ordinary shares, represented in part by restricted share units and American Depositary Shares (ADSs).
The filing explains the share count: 2,375,000 ordinary shares are underlying restricted share units (represented by 296,875 ADSs) and 9,801,144 ordinary shares are represented by 1,225,143 ADSs. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.
Kathleen A. Rickard, Chief Medical Officer and officer of Verona Pharma plc (VRNA), reported a disposition on 08/29/2025 of 189,600 ADSs by Code G (gift) at a price of $0. The filing clarifies that the reported securities are American Depositary Shares (ADSs), each representing eight Ordinary Shares. Following the reported transaction she beneficially owned 2,417,872 Ordinary Shares, comprised of 647,480 Ordinary Shares underlying restricted share units and 1,770,392 Ordinary Shares underlying ADSs. The Form 4 was signed by an attorney-in-fact on her behalf on 09/03/2025.
Mark W. Hahn, Chief Financial Officer of Verona Pharma plc (VRNA), reported a sale of ordinary shares on 08/29/2025. The Form 4 shows a disposition of 1,200,000 ordinary shares (Transaction Code G) with a reported price of $0, leaving Mr. Hahn with 11,264,968 ordinary shares beneficially owned following the transaction. The filing clarifies that Verona’s American Depositary Shares (ADSs) each represent eight ordinary shares and details that the post-transaction holdings include 2,375,000 ordinary shares underlying restricted share units (296,875 ADSs) and 8,889,968 ordinary shares underlying 1,111,246 ADSs. The Form 4 is signed by an attorney-in-fact on behalf of Mr. Hahn and dated 09/03/2025.
Verona Pharma (VRNA) has agreed to be acquired by Merck via a court-sanctioned scheme of arrangement. Under the Transaction Agreement dated July 8, 2025, Merck's Bidco will acquire the entire issued and to be issued share capital of Verona Pharma for $13.375 in cash per Verona ordinary share, or $107 per Verona ADS (each ADS represents 8 ordinary shares), net of applicable withholding taxes. The Verona Board unanimously recommends shareholders vote "FOR" the Scheme and related General Meeting resolutions. Court and General meetings are scheduled for September 24, 2025, with voting record times and proxy submission deadlines set in the proxy statement. If completed, Verona ADSs will be delisted and deregistered and Verona Pharma will become an indirect wholly owned subsidiary of Merck.