As filed with the Securities and Exchange Commission
on May 9, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
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) |
|
(I.R.S. Employer
Identification No.) |
3 More London Riverside
London SE1 2RE
United Kingdom
(Address of Principal Executive Offices) (Zip
Code)
Verona Pharma plc Second Amended and Restated
2017 Incentive Award Plan
(Full title of the plan)
Cogency Global Inc.
122
East 42nd Street, 18th Floor
New York, New York 10168
(Name and address of agent for service)
(800) 221-0102
(Telephone number, including area code, of agent
for service)
Copies to:
| Peter N. Handrinos |
James Inness |
| Latham & Watkins LLP |
Latham & Watkins LLP |
| 200 Clarendon Street |
99 Bishopsgate |
| Boston, Massachusetts 02116 |
London EC2M 3XF |
| (617) 948-6000 |
United Kingdom |
| |
+44 20 7710-1000 |
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a 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 |
x |
Accelerated filer |
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| Non-accelerated filer |
¨ |
Smaller reporting company |
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Emerging growth company |
¨ |
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. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the
purpose of registering an additional 34,745,648 ordinary shares, nominal value £0.05 per share, of Verona Pharma plc (the “Registrant”)
that may become issuable under the Verona Pharma plc Second Amended and Restated 2017 Incentive Award Plan, as it may be amended or restated
from time to time (the “2017 Plan”). A Registration Statement of the Registrant on Form S-8 relating to the 2017 Plan
is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENT ON FORM S-8
The
contents of the Registration Statements on Form S-8 (File Nos. 333-217521, 333-237926, 333-248199, 333-268389
and 333-271764), filed with the Securities and Exchange Commission, relating to the 2017 Plan, are incorporated herein by
reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom,
on this 10th day of May, 2024.
| VERONA PHARMA PLC |
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| By: |
/s/ David Zaccardelli, Pharm.D. |
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David Zaccardelli, Pharm.D. |
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President and Chief Executive Officer |
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| By: |
/s/ Mark W. Hahn |
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Mark W. Hahn |
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Chief Financial Officer |
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SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of Verona Pharma plc, hereby
severally constitute and appoint David Zaccardelli and Mark W. Hahn, and each of them singly (with full power to each of them to act alone),
our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his
name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every
act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
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Title |
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Date |
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President, Chief Executive Officer and Director |
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| /s/ David Zaccardelli, Pharm.D. |
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(Principal Executive Officer) |
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May 10, 2024 |
| David Zaccardelli, Pharm.D. |
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Chief Financial Officer |
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| /s/ Mark W. Hahn |
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(Principal Financial and Accounting Officer) |
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May 10, 2024 |
| Mark W. Hahn |
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| /s/ David Ebsworth, Ph.D. |
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Chairperson of the Board of Directors |
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May 10, 2024 |
| David Ebsworth, Ph.D. |
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| /s/ Christina Ackermann |
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Director |
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May 10, 2024 |
| Christina Ackermann |
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| /s/ Michael Austwick |
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Director |
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May 10, 2024 |
| Michael Austwick |
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| /s/ James Brady |
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Director |
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May 10, 2024 |
| James Brady |
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| /s/ Ken Cunningham, M.D. |
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Director |
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May 10, 2024 |
| Ken Cunningham, M.D. |
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| /s/ Lisa Deschamps |
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Director |
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May 10, 2024 |
| Lisa Deschamps |
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| /s/ Martin Edwards, M.D. |
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Director |
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May 10, 2024 |
| Martin Edwards, M.D. |
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| /s/ Mahendra Shah, Ph.D. |
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Director |
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May 10, 2024 |
| Mahendra Shah, Ph.D. |
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| /s/ Vikas Sinha |
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Director |
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May 10, 2024 |
| Vikas Sinha |
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| /s/ Anders Ullman, M.D., Ph.D. |
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Director |
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May 10, 2024 |
| Anders Ullman, M.D., Ph.D. |
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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 Registration
Statement on Form S-8, in the City of New York, State of New York, on May 10, 2024.
| COGENCY GLOBAL INC. |
|
| (Authorized Representative in the United States) |
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| 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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Exhibit 5.1
|
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99 Bishopsgate
London EC2M 3XF
United Kingdom
Tel: +44(0)20.7710.1000 Fax: +44(0)20.7374.4460
www.lw.com |
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FIRM / AFFILIATE OFFICES |
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Austin |
Milan |
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Beijing |
Munich |
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Boston |
New York |
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Brussels |
Orange County |
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Century City |
Paris |
| 10 May 2024 |
Chicago |
Riyadh |
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Dubai |
San Diego |
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Düsseldorf |
San Francisco |
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Frankfurt |
Seoul |
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Hamburg |
Shanghai |
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Hong Kong |
Silicon Valley |
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Houston |
Singapore |
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London |
Tel Aviv |
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Los Angeles |
Tokyo |
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Madrid |
Washington, D.C. |
Verona Pharma plc
3 More London Riverside
London
SE1 2RE
United Kingdom
| Re: | Verona
Pharma plc – Registration Statement on Form S-8 Exhibit 5.1 |
We have acted as English legal advisers to Verona
Pharma plc, a public limited company incorporated in England and Wales (the “Company”) in connection with the preparation
and filing of the registration statement on Form S-8 to which this opinion letter is attached as an exhibit (such registration statement,
as amended, including the documents incorporated by reference therein, the “Registration Statement”) filed with the
United States Securities and Exchange Commission (the “SEC”) pursuant to the United States Securities Act of 1933,
as amended (the “Securities Act”).
As set out in the Registration Statement, it
is proposed that up to 34,745,648 ordinary shares of the Company each having a nominal value of £0.05 (the “Shares”)
will be issued upon the exercise or settlement of equity awards granted under the Verona Pharma plc Second Amended and Restated 2017
Incentive Award Plan adopted on 14 March 2023 (the “Equity Plan”).
In connection with the Registration
Statement, we have been asked to provide an opinion on certain matters, as set out below. We have taken instruction in this regard solely
from the Company.
Latham & Watkins is the business name of Latham &
Watkins (London) LLP, a registered limited liability partnership organised under the laws of New York and authorised and regulated by
the Solicitors Regulation Authority (SRA No. 203820). A list of the names of the partners of Latham & Watkins (London)
LLP is open to inspection at its principal place of business, 99 Bishopsgate, London EC2M 3XF, and such persons are either solicitors,
registered foreign lawyers, or managers authorised by the SRA. We are affiliated with the firm Latham & Watkins LLP, a limited
liability partnership organised under the laws of Delaware.
Page 2
| 1.2 | Defined terms and headings |
In this letter:
| (a) | capitalised terms used without definition
in this letter or the schedules hereto have the meanings assigned to them in the Registration
Statement unless a contrary indication appears; and |
| (b) | headings are for ease of reference only
and shall not affect interpretation. |
For the purpose of issuing this letter,
we have reviewed only the following documents and conducted only the following enquiries and searches:
| (a) | an online search at UK Companies House
in respect of the Company conducted on 10 May 2024; |
| (b) | an enquiry at the Central Registry of Winding Up Petitions, London on 10 May 2024 at 10:02 am
(London time) with respect to the Company ((a) and (b) together, the “Searches”); |
| (c) | copies of the written resolutions of the
board of directors of the Company dated 14 November 2022, 14 March 2023 and 26 April 2024; |
| (d) | a copy of the Verona Pharma 2017 Incentive
Award Plan; |
| (e) | a copy of the Equity Plan; |
| (f) | a copy of the certificate of incorporation
of the Company dated 24 February 2005; |
| (g) | a copy of the certificate of incorporation
on change of name of the Company dated 18 September 2006; |
| (h) | a copy of the current articles of association
of the Company adopted pursuant to a special resolution of the shareholders passed at the
general meeting held on 18 December 2020; and |
| (i) | a draft copy of the Registration Statement
as at 10 May 2024 and to be filed with the SEC on 10 May 2024. |
This letter, the opinion given in
it, and any non-contractual obligations arising out of or in connection with this letter and/or the opinion given in it, are governed
by, and shall be construed in accordance with English law, and relate only to English law as applied by the English courts as at today’s
date. In particular:
| (a) | we have not investigated the laws of any
country other than England and we assume that no foreign law, (including, for the avoidance
of doubt, European Union law on and after 1 January 2021), affects the opinion
stated below; and |
| (b) | we express no opinion in this letter on
the laws of any jurisdiction other than England. |
Page 3
| 1.5 | Assumptions and reservations |
The opinion given in this letter is
given on the basis of each of the assumptions set out in Schedule 1 (Assumptions) and are subject to each of the reservations
set out in Schedule 2 (Reservations) to this letter. The opinion given in this letter is strictly limited to the matters stated
in paragraph 2 (Opinions) below and does not extend, and should not be read as extending, by implication or otherwise, to any other
matters.
Subject to paragraph 1 (Introduction)
and the other matters set out in this letter and its Schedules, and subject further to the following:
| (a) | the Registration Statement, as finally
amended and supplemented, having become effective under the Securities Act and continuing to be so effective; |
| (b) | the shareholders of the Company in a general
meeting or within the Company’s articles of association duly and validly having resolved:
(i) as may be required, as an ordinary resolution, or within the Company’s articles
of association, to authorise the board of directors of the Company pursuant to section 551
of the Companies Act 2006 (the “Companies Act”) to allot Shares, or to
grant rights to subscribe for Shares, pursuant to the Equity Plan; and (ii) as may be
required, as a special resolution, or within the Company’s articles of association,
to empower the directors of the Company pursuant to section 570 of the Companies Act to allot
such Shares, and grant such rights (as applicable), free of the restrictions in section 561
of the Companies Act, and such resolutions and authorities remaining in full force and effect
and not having expired, been rescinded or amended; |
| (c) | the directors of the Company and the shareholders
of the Company having validly approved the Equity Plan; |
| (d) | the directors of the Company having validly
granted the awards in respect of the Shares under the Equity Plan; |
| (e) | the directors of the Company having validly
resolved to allot and issue the Shares, or grant rights to subscribe for the Shares, at duly
convened and quorate meetings of the board of directors of the Company or by way of duly
passed written resolutions of the board of directors of the Company and such resolutions
being in full force and effect and not having been rescinded or amended; |
| (f) | the
receipt in full of payment for such Shares in an amount of “cash consideration”
(as defined in section 583(3) of the Companies Act) of not less than the aggregate nominal
value for such Shares, assuming in each case that the individual grants or awards under the
Equity Plan are duly authorised by all necessary corporate action (as described in (d) above)
and duly granted or awarded and exercised in accordance with the requirements of law, the
Company’s articles of association and the Equity Plan (and the agreements and awards
duly adopted thereunder and in accordance therewith); and |
| (g) | valid entries having been made in relation
to the allotment and issue of the Shares in the books and registers of the Company, |
it is our opinion that the Shares,
if and when allotted and issued, registered in the name of the recipient in the register of members of the Company and delivered in accordance
with the terms and conditions referred to above and/or in the Equity Plan, and as described in the Registration Statement, will be duly
and validly authorised and issued, fully paid or credited as fully paid (subject to the receipt of valid consideration by the Company
for the issue thereof) and will not be subject to any call for payment of further capital.
Page 4
We express no opinion as to any agreement,
instrument or other document other than as specified in this letter or as to any liability to tax which may arise or be suffered as a
result of or in connection with the transactions contemplated by the Equity Plan.
This letter only applies to those facts
and circumstances which exist as at today’s date and we assume no obligation or responsibility to update or supplement this letter
to reflect any facts or circumstances which may subsequently come to our attention, any changes in laws which may occur after today,
or to inform the addressee of any change in circumstances happening after the date of this letter which would alter our opinion.
| 4. | RELIANCE AND DISCLOSURE |
This letter is addressed to you solely
for your benefit in connection with the Registration Statement. We consent to the filing of this letter as an exhibit to the Registration
Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations thereunder.
This letter may not be relied upon
by you for any other purpose, and, other than as set out above, may not be furnished to, or assigned to or relied upon by any other
person, firm or entity for any purpose (including, without limitation, by any person, firm or other entity that acquires Shares from
the Company), without our prior written consent, which may be granted or withheld in our discretion.
Sincerely
Page 5
Schedule
1
ASSUMPTIONS
The opinion in this letter has been given on
the basis of the following assumptions:
| (a) | the
genuineness of all signatures, stamps and seals on all documents, the authenticity and completeness
of all documents submitted to us as originals, and the conformity to authentic original documents
of all documents submitted to us as copies; |
| | |
| (b) | that in the case of a document signed electronically, the person signing it intended to sign and be bound by the document; |
| (c) | that,
where a document has been examined by us in draft or specimen form, it will be or has been
duly executed in the form of that draft or specimen; |
| (d) | that
the articles of association of the Company referred to in paragraph 1.3 (h) of this
letter remain in full force and effect, and no alteration has been made or will be made to
such articles of association, in each case, prior to any date on which the Shares are allotted,
issued or rights are granted to subscribe for Shares (each such date being an “Allotment
Date”); |
| (e) | that
the Equity Plan remains in full force and effect and no alteration has been made or will
be made to the Equity Plan prior to an Allotment Date; |
| (f) | that
all documents, forms and notices which should have been delivered to the UK Companies House
in respect of the Company have been so delivered, that the results of the Searches are complete
and accurate, that the position has not changed since the times at which the Searches were
made and that the results of the Searches will remain complete and accurate as at each Allotment
Date; |
| (g) | that
the resolutions described in the written resolutions of the board of directors of the Company
provided to us in connection with the giving of this opinion or otherwise contemplated in
connection with the matters referred to herein were and/or will be duly passed as written
resolutions of the board of directors of the Company, as applicable, all constitutional,
statutory and other formalities were and/or will be observed and such resolutions have not
been, and will not be, revoked or varied and remain in full force and effect and will remain
so at each Allotment Date; |
| (h) | that
the resolutions of the shareholders of the Company provided to us in connection with the
giving of this opinion and as referred to at paragraph 2(b) of this letter or otherwise
contemplated in connection with the matters referred to herein were and/or will be duly passed
at a general meeting of the Company, all constitutional, statutory and other formalities
were and/or will be observed in relation to such general meeting and such resolutions have
not been and/or will not be revoked or varied and will not be revoked or varied prior to
each Allotment Date and remain in full force and effect and will remain in full force and
effect as at each Allotment Date; |
| (i) | that
at the time of each allotment and issue of any Shares the Company shall have received in
full “cash consideration” (as such term is defined in section 583(3) of
the Companies Act) equal to the subscription price payable for such Shares and shall have
entered the holder or holders thereof in the register of members of the Company showing that
all such Shares shall have been fully paid up as to their nominal value and any premium thereon
as at each Allotment Date; |
Page 6
| (j) | in relation
to any allotment and issue of any Shares by the Company pursuant to the Equity Plan, that
the recipient will have become entitled to such Shares under the terms of the Equity Plan
such Shares will, where applicable, be fully vested each in accordance with the terms of
the Equity Plan and such recipient has or will have complied with all other requirements
of the Equity Plan in connection with the allotment and issue of such Shares; |
| (k) | that
all awards have been made under the terms of the Equity Plan, that the terms of all awards
have not materially deviated from the terms set out in the Equity Plan and that any Shares
will be allotted and issued in accordance with the terms set out in the Equity Plan and in
accordance with the Company’s articles of association; |
| (l) | that
the Equity Plan has been validly adopted and no alteration has been or shall be made to the
Equity Plan since the date of adoption except to the extent expressly set out in this letter; |
| (m) | that
immediately prior to each Allotment Date, the directors of the Company had or shall have
sufficient authority and powers conferred upon them to allot and issue such Shares and grant
such rights (as applicable) under section 551 of the Companies Act and under section 570
of the Companies Act as if section 561 of the Companies Act did not apply to such allotment
and issue or grant, and the directors of the Company shall not allot or issue (or purport
to allot or issue) Shares and shall not grant rights (or purport to grant rights) to acquire
Shares in excess of such powers or in breach of any other limitation on their power to allot
and issue Shares or grant rights to acquire Shares; |
| (n) | that
in relation to the allotment and issuance of Shares pursuant to the Equity Plan or otherwise
to an employee benefit trust, that such Shares will be allotted and issued in accordance
with the terms of the relevant Equity Plan, the Company’s articles of association and
the requirements of all applicable laws; |
| (o) | that
no Shares shall be allotted or issued, or are or shall be committed to be allotted or issued,
at a discount to their nominal value (whether in dollars or equivalent in any other currency); |
| (p) | that
no Shares or rights to subscribe for Shares have been or shall be offered to the public in
the United Kingdom in breach of the Financial Services and Markets Act 2000, as amended (“FSMA”)
or of any other United Kingdom laws or regulations concerning offers of securities to the
public, and no communication has been or shall be made in relation to the Shares in breach
of section 21 of the FSMA or any other United Kingdom laws or regulations relating to offers
or invitations to subscribe for, or to acquire rights to subscribe for or otherwise acquire,
shares or other securities; |
| (q) | that
in issuing and allotting and granting rights to acquire Shares and administering the Equity
Plan, the Company is not carrying on a regulated activity for the purposes of section 19
of FSMA; |
| (r) | that
the Company has complied and will comply with all applicable anti-terrorism, anti-money laundering,
sanctions and human rights laws and regulations and that each allotment and issue of Shares
and grant of rights to acquire Shares pursuant to the Equity Plan will be consistent with
all such laws and regulations; |
Page 7
| (s) | that
the Equity Plan and all obligations thereunder have been entered into and the Shares will
be allotted and issued in good faith and on bona fide commercial terms and on arms’
length terms and for the purpose of carrying on the business of the Company and that there
are reasonable grounds for believing that the entry into of the Equity Plan and the allotment
and issue of the Shares will promote the success of the Company for the benefit of its members
as a whole; and |
| (t) | that
the Company has not taken any corporate or other action nor have any steps been taken or
legal proceedings been started against the Company for: (i) the liquidation, administration,
winding up, dissolution, reorganisation, or bankruptcy or similar procedures in other relevant
jurisdictions, of; or (ii) the commencement of a moratorium in respect of; or (iii) the
appointment of a liquidator, receiver, trustee, administrator, administrative receiver, monitor
or similar officer of, the Company or all or any of its assets (or any analogous proceedings
in any jurisdiction) and the Company is not unable to pay its debts as they fall due within
the meaning of section 123 of the Insolvency Act 1986 and will not become unable to pay its
debts within the meaning of that section as a result of any of the transactions contemplated
herein, or is not insolvent and has not been dissolved or declared bankrupt (although the Searches
gave no indication that any winding-up, dissolution, moratorium or administration order,
application or filing; or appointment of a liquidator, receiver, administrator, administrative
receiver, monitor or similar officer has been made with respect to the Company). |
Page 8
Schedule
2
RESERVATIONS
The opinion in this letter is subject to the
following reservations:
| (a) | the
Searches are not capable of revealing conclusively whether or not a winding-up or administration
petition, filing or order has been presented or made, a monitor or receiver appointed, a
company voluntary arrangement proposed or approved or a moratorium or any other insolvency
proceeding commenced. We have not made enquiries of any District Registry or County Court; |
| (b) | any limitations
arising from applicable laws relating to insolvency, bankruptcy, administration, reorganisation, liquidation,
moratoria, schemes, restructuring plans or analogous circumstances; and (i) an English court exercising
its discretion under section 426 of the Insolvency Act 1986 (co-operation between courts exercising
jurisdiction in relation to insolvency) to assist the courts having the corresponding jurisdiction
in any part of the United Kingdom or any relevant country or territory; |
| (c) | we express no opinion as to matters of fact; |
| (d) | we express no opinion on the compliance of the Equity Plan, or the compliance
of any award made under the Equity Plan, with the rules or regulations of the NASDAQ Stock Market
LLC or the rules or regulations of any other securities exchange that are applicable to the Company; |
| (e) | we express no opinion in relation to the legality, enforceability or
validity of the Equity Plan or any award agreement entered into pursuant to such Equity Plan. In particular,
but without prejudice to the generality of the foregoing, we have assumed that the Shares to be allotted
under the Equity Plan or any such award agreement will be paid up in full (as to their nominal value
and any premium) in cash (within the meaning of section 583(1) of the Companies Act) and we express
no opinion as to whether any consideration other than “cash consideration” (as such term
is defined in section 583(3) of the Companies Act) which might be paid, or purport to be paid,
for the Shares would result in such Shares being validly issued, fully paid and not subject to any call
for payment of further capital; |
| (f) | if any award of Restricted Stock Units under an Equity Plan does not
constitute the award of a cash bonus, so as to create a liability for a liquidated sum, any Shares purported
to be allotted and issued pursuant to any such award will not have been validly allotted and issued
for cash in accordance with the requirements of the Companies Act and may not therefore be fully paid
and not subject to any call for payment of further capital; |
| (g) | it should
be understood that we have not been responsible for investigating or verifying the accuracy
of the facts, including statements of foreign law, or the reasonableness of any statements
of opinion, contained in the Registration Statement, or that no material facts have been
omitted from it; and |
| (h) | we have
not undertaken any consideration, analysis or assessment of whether the National Security &
Investment Act 2021 (“NS&IA”) may or will apply to any of the transactions
contemplated herein for the purposes of the opinions in this letter. We express no opinion
on the application or potential application of the NS&IA in relation to the Company or
any transaction contemplated herein. |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
We hereby consent
to the incorporation by reference in this Registration Statement on Form S-8 of Verona Pharma plc of our report dated February 29,
2024, relating to the financial statements and the effectiveness of internal control over financial reporting, which appear in Verona
Pharma plc's Annual Report on Form 10-K for the year ended December 31, 2023.
/s/ Pricewaterhouse Coopers LLP
Reading, United
Kingdom
May
10, 2024
PricewaterhouseCoopers
LLP, 3 Forbury Place, 23 Forbury Road, Reading,
Berkshire,
RG1 3JH T: +44 (0) 118 597 111, F: +44 (0) 1189 383 020,
www.pwc.co.uk
PricewaterhouseCoopers
LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of
PricewaterhouseCoopers
LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority
for designated investment business.
Exhibit 107.1
CALCULATION OF FILING FEE TABLE
FORM S-8
(Form Type)
Verona Pharma plc
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type |
Security Class
Title |
Fee
Calculation
Rule |
Amount
to be
Registered (1) |
Proposed
Maximum
Offering Price
Per Unit |
Maximum
Aggregate
Offering Price |
Fee Rate |
Amount of
Registration Fee |
| Equity |
Ordinary Shares, nominal value £0.05 per share |
Rule 457(c) and Rule 457(h) |
34,745,648 (2) |
$1.86 (3) |
$64,626,905.28 |
$147.60 per $1,000,000 |
$9,538.94 |
| Total Offering Amounts |
|
$64,626,905.28 |
|
$9,538.94 |
| Total Fee Offsets (4) |
|
|
|
- |
| Net Fee Due |
|
|
|
$9,538.94 |
| |
(1) |
In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| |
|
|
| |
(2) |
Consists of an additional 34,745,648 ordinary shares, nominal value £0.05 per share (“Ordinary Shares”), of Verona Pharma plc (the “Registrant”) that may become issuable under the Verona Pharma plc Second Amended and Restated 2017 Incentive Award Plan (the “2017 Plan”) pursuant to the terms of the 2017 Plan. These shares may be represented by the Registrant’s American Depositary Shares (“ADSs”), each of which represents eight Ordinary Shares. The Registrant’s ADSs issuable upon deposit of the Ordinary Shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-217353). |
| |
|
|
| |
(3) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the ADSs as reported on The Nasdaq Global Market on May 7, 2024, divided by eight to reflect the ratio of ADSs to Ordinary Shares as described in footnote (2) above. |
| |
|
|
| |
(4) |
The Registrant does not have any fee offsets. |
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