[SCHEDULE 13G/A] Verona Pharma plc SEC Filing

Rhea-AI Filing Summary

Perceptive Advisors, Joseph Edelman and Perceptive Life Sciences Master Fund report a 6.4% stake in Verona Pharma plc. The filing shows the Master Fund directly holds 5,507,591 American Depositary Shares (ADSs), equal to 44,060,728 ordinary shares because each ADS represents eight ordinary shares. Perceptive Advisors (investment manager) and Joseph Edelman (managing member) report shared voting and dispositive power over the 5,507,591 ADSs and no sole voting or dispositive power. The ownership percentage is calculated using 689,536,966 outstanding ordinary shares (86,192,121 ADSs) as reported by the issuer.

Positive

• Disclosure of a >5% passive stake (6.4%) in Verona Pharma provides transparency to the market
• Detailed ADS conversion included: 5,507,591 ADSs equal 44,060,728 ordinary shares (1 ADS = 8 ordinary shares)
• Clear identification of reporting chain: Master Fund holdings, Perceptive Advisors as manager, and Joseph Edelman as managing member

Negative

• None.

Insights

Securities Analyst

TL;DR: A hedge fund group reports a notable 6.4% stake via shared voting power, a meaningful passive stake above 5%.

The filing confirms Perceptive Life Sciences Master Fund holds 5,507,591 ADSs (44,060,728 ordinary shares) representing 6.4% of Verona Pharma's outstanding shares on the stated basis. Ownership is reported as shared voting and dispositive power, not sole control, and Perceptive Advisors acts as investment manager with Joseph Edelman as managing member. For investors, this is a clear disclosure of a >5% passive position required under Schedule 13G, indicating significant ownership without an expressed intent to change control.

Corporate Governance Expert

TL;DR: Reporting shows coordinated ownership and shared authority, but no claim of control or intent to influence governance.

The document contains the required certifications that the securities are not held to change or influence issuer control. The reporting persons classify as an investment adviser, individual, and a Cayman fund, respectively. Signatures by Joseph Edelman appear for all reporting entities, reinforcing the linkage between the manager and the fund. This filing primarily provides transparency on ownership concentration and related voting/dispositive arrangements.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Verona Pharma plc

(Name of Issuer)

Ordinary shares, nominal value 0.05 euro 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

Perceptive Advisors LLC

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 5,507,591.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,507,591.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,507,591.00

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)

6.4 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 925050106

1

Names of Reporting Persons

Joseph Edelman

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 5,507,591.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,507,591.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,507,591.00

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)

6.4 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. 925050106

1

Names of Reporting Persons

Perceptive Life Sciences Master Fund, Ltd.

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,507,591.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,507,591.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,507,591.00

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)

6.4 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Verona Pharma plc
(b)	Address of issuer's principal executive offices: 3 More London Riverside, London SE1 2RE, United Kingdom
Item 2.
(a)	Name of person filing: The names of the persons filing this report (collectively, the "Reporting Persons") are: Perceptive Advisors LLC ("Perceptive Advisors") Joseph Edelman ("Mr. Edelman") Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund")
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is: 51 Astor Place, 10th Floor New York, NY 10003
(c)	Citizenship: Perceptive Advisors is a Delaware limited liability company Mr. Edelman is a United States citizen The Master Fund is a Cayman Islands corporation
(d)	Title of class of securities: Ordinary shares, nominal value 0.05 euro 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: The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages are based on 689,536,966 outstanding Ordinary Shares, which if all held in ADS form, would be represented by 86,192,121 ADSs as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2025. Neither Perceptive Advisors nor Mr. Edelman directly holds any Ordinary Shares. The Master Fund directly holds 5,507,591 ADSs representing 44,060,728 Ordinary Shares Each ADS represents eight Ordinary Shares. Perceptive Advisors serves as the investment manager to the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors.
(b)	Percent of class: Perceptive Advisors: 6.4% Mr. Edelman: 6.4% Master Fund: 6.4%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Perceptive Advisors: 0 Mr. Edelman: 0 Master Fund: 0
	(ii) Shared power to vote or to direct the vote: Perceptive Advisors: 5,507,591 Mr. Edelman: 5,507,591 Master Fund: 5,507,591
	(iii) Sole power to dispose or to direct the disposition of: Perceptive Advisors: 0 Mr. Edelman: 0 Master Fund: 0
	(iv) Shared power to dispose or to direct the disposition of: Perceptive Advisors: 5,507,591 Mr. Edelman: 5,507,591 Master Fund: 5,507,591
Item 5.	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.

Perceptive Advisors LLC

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Member
Date:	08/14/2025

Joseph Edelman

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman
Date:	08/14/2025

Perceptive Life Sciences Master Fund, Ltd.

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Member
Date:	08/14/2025

FAQ

How many Verona Pharma (VRNA) ADSs does Perceptive Life Sciences Master Fund hold?

The Master Fund directly holds 5,507,591 ADSs, which represent 44,060,728 ordinary shares because each ADS equals eight ordinary shares.

What percent of Verona Pharma (VRNA) does the filing report?

The filing reports an aggregate ownership of 6.4% of the ordinary shares based on 689,536,966 outstanding ordinary shares (86,192,121 ADSs).

Does Perceptive Advisors or Joseph Edelman have sole voting power over VRNA shares?

No. The filing states 0 sole voting power and reports shared voting power for 5,507,591 ADSs for each reporting person.

Where is the issuer Verona Pharma plc headquartered according to the filing?

The issuer's principal executive offices are listed as 3 More London Riverside, London SE1 2RE, United Kingdom.

When was this Schedule 13G/A signed and by whom?

The signatures are dated 08/14/2025 and signed by Joseph Edelman for Perceptive Advisors LLC and Perceptive Life Sciences Master Fund, Ltd., and personally.