As filed with the Securities and Exchange Commission
on October 7, 2025
Registration No.
333-270339
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1 to Form S-3 Registration Statement No. 333-270339
UNDER
THE SECURITIES ACT OF 1933
Verona Pharma plc
(Exact name of registrant as specified in its
charter)
| United Kingdom |
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98-1489389 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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3 More London Riverside
London SE1 2RE
United Kingdom
+44 203 283 4200
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
(800) 221-0102
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
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Peter N. Handrinos
Latham & Watkins LLP
200 Clarendon Street
Boston, Massachusetts 02116
(617) 948-6000
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James Inness
Latham & Watkins LLP
99 Bishopsgate
London EC2M 3XF
United Kingdom
+44 20 7710-1000
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Approximate date of commencement of proposed sale to the public:
Not applicable.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under
the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under
the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
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Accelerated filer |
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| Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF SECURITIES
Verona Pharma plc, a public limited company incorporated
under the laws of England and Wales (the “Company”), is filing this post-effective amendment (this “Post-Effective
Amendment”) to the following Registration Statement on Form S-3 (the “Registration Statement”),
which was previously filed with the United States Securities and Exchange Commission (the “SEC”), to deregister
any and all securities registered but unsold under such Registration Statement as of the date hereof:
| · | Registration Statement No. 333-270339, filed
with the SEC on Form S-3ASR on March 7, 2023, pertaining to the registration of ordinary shares, nominal value £0.05 per
share, including ordinary shares represented by the Company’s American Depositary Shares, debt securities, warrants and units. |
On July 8, 2025, the Company entered into
a transaction agreement (the “Transaction Agreement”) with Merck Sharp & Dohme LLC, a New Jersey limited
liability company (“Parent”) and Vol Holdings LLC, a Delaware limited liability company and wholly owned subsidiary
of Parent (“Bidco”), pursuant to which Bidco agreed to acquire the entire issued and to be issued share capital
of the Company (the “Transaction”) by means of a court-sanctioned English law scheme of arrangement (the “Scheme
of Arrangement”) under Part 26 of the Companies Act 2006. 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, Merck and Bidco consummated the Transaction in accordance with the Transaction Agreement and the Scheme
of Arrangement.
As a result of the Transaction, the Company has
terminated all offerings of the Company’s securities registered pursuant to its existing registration statements under the Securities
Act of 1933, as amended, including the Registration Statement. The Company, by filing this Post-Effective Amendment, hereby terminates
the effectiveness of the Registration Statement and removes from registration any and all securities registered for issuance under the
Registration Statement that remain unsold as of the date hereof. This filing is made in accordance with an undertaking made by the Company
in the Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered
for issuance that remain unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement on Form S-3 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom on October 7, 2025.
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VERONA PHARMA PLC |
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By: |
/s/ Benjamin Lucas |
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Name: Benjamin Lucas |
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Title: Principal Executive Officer and Director |
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
| Signature |
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Capacity |
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Date |
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| /s/ Benjamin Lucas |
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Principal Executive Officer and Director |
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October 7, 2025 |
| Benjamin Lucas |
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| /s/ Ebru Can Temucin |
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Principal Accounting Officer, Principal Financial Officer and Director |
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October 7, 2025 |
| Ebru Can Temucin |
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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
OF REGISTRANT
Pursuant to the requirements of the Securities
Act of 1933, the undersigned, the duly authorized representative in the United States of Verona Pharma plc, has signed this Post-Effective
Amendment to the Registration Statement on Form S-3, in the City of New York, State of New York, on October 7, 2025.
COGENCY GLOBAL INC.
(Authorized Representative in the United States)
| By: |
/s/ Colleen A. De Vries |
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Name: |
Colleen A. De Vries |
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Title: |
Senior Vice President on behalf
of Cogency Global Inc. |
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