Verona Pharma plc Schedule 13G/A: RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., and two individuals, Peter Kolchinsky and Rajeev Shah, report collectively holding the economic equivalent of 593,670 ADSs as of June 30, 2025. Each ADS represents eight Ordinary Shares; the Fund directly holds 4,749,360 non-voting Ordinary Shares with a redesignation right to ordinary shares. The reported position represents 0.7% of the class on an ADS-equivalent basis, calculated against 681,056,022 outstanding Ordinary Shares (approx. 85,132,003 ADSs) plus the Fund’s 593,670 ADS equivalent.
The filing disclaims group status and, while RA Capital is the Fund’s adviser and the managers may be deemed beneficial owners for Section 13(d) purposes, RA Capital, the Fund, and the named individuals disclaim beneficial ownership except as required for the filing. The Fund delegated sole voting and dispositive power to RA Capital, but disclaims beneficial ownership due to a delegation revocable on 61 days’ notice.
Positive
None.
Negative
None.
Insights
TL;DR: Reported stake is small (0.7%) and non-controlling; disclosure clarifies voting/dispositive arrangements.
The filing shows a de minimis economic interest relative to Verona Pharma’s outstanding shares. The structure—non-voting Ordinary Shares convertible by redesignation and delegation of voting/dispositive power to an adviser—means the position is effectively managed by RA Capital but remains below thresholds that would trigger change-of-control concerns or mandatory Schedule 13D scrutiny. For investors, this is a routine disclosure of an institutional position without material influence.
TL;DR: Governance disclosures are explicit: delegation of authority and disclaimers reduce perceived control.
The filing carefully documents that the Fund holds non-voting shares with a redesignation right and has delegated sole voting and dispositive power to its adviser, and that the parties disclaim group status and broader beneficial ownership except for Section 13(d) compliance. From a governance standpoint, the statements minimize any implication of coordinated control or activist intent; the arrangement is primarily administrative and disclosure-driven.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
Verona Pharma plc
(Name of Issuer)
Ordinary Shares, nominal value GBP0.05 per share
(Title of Class of Securities)
925050106
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
925050106
1
Names of Reporting Persons
RA Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
593,670.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
593,670.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
593,670.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.7 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
925050106
1
Names of Reporting Persons
Peter Kolchinsky
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
593,670.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
593,670.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
593,670.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.7 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
925050106
1
Names of Reporting Persons
Rajeev Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
593,670.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
593,670.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
593,670.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.7 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
925050106
1
Names of Reporting Persons
RA Capital Healthcare Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
593,670.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
593,670.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
593,670.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Verona Pharma plc
(b)
Address of issuer's principal executive offices:
3 More London Riverside, London, X0, SE1 2RE.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
RA Capital Management, L.P. ("RA Capital")
Peter Kolchinsky
Rajeev Shah
RA Capital Healthcare Fund, L.P. (the "Fund")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116
(c)
Citizenship:
RA Capital and the Fund are Delaware limited partnerships.
Dr. Kolchinsky and Mr. Shah are United States citizens.
(d)
Title of class of securities:
Ordinary Shares, nominal value GBP0.05 per share
(e)
CUSIP No.:
925050106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the equivalent number of American Depository Shares ("ADSs") of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference. Each ADS represents 8 Ordinary Shares of the Issuer.
The Fund directly holds 4,749,360 non-voting Ordinary Shares (or the equivalent of 593,670 ADSs) that the Fund has the right to redesignate at its election as 4,749,360 Ordinary Shares (the "Redesignation Right").
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's Ordinary Shares reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference. Such percentage is based upon the sum of (i) 681,056,022 outstanding Ordinary Shares as of April 23, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed on April 29, 2025, which if all held in ADS form would be represented by approximately 85,132,003 ADSs, and (ii) 4,749,360 Non-Voting Ordinary Shares (or the equivalent of 593,670 ADSs), all of which may be redesignated as 4,749,360 Ordinary Shares pursuant to the Redesignation Right.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
RA Capital Management, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By Peter Kolchinsky, Authorized Signatory
Date:
08/14/2025
Peter Kolchinsky
Signature:
/s/ Peter Kolchinsky
Name/Title:
Peter Kolchinsky
Date:
08/14/2025
Rajeev Shah
Signature:
/s/ Rajeev Shah
Name/Title:
Rajeev Shah
Date:
08/14/2025
RA Capital Healthcare Fund, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
Date:
08/14/2025
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G/A filed on May 15, 2025)
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