As filed with the Securities and Exchange Commission on April 30, 2020
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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| Not Applicable
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(State or other jurisdiction
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| (IRS Employer Identification No.)
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of incorporation or organization)
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3 More London Riverside
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| Not Applicable
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Verona Pharma plc 2017 Incentive Award Plan
(Full title of the plan)
Cogency Global, Inc.
122 East 42nd Street, 18th floor
New York, NY 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
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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¨
| Accelerated filerx
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| Non-accelerated filer¨
| Smaller reporting companyx
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| Emerging Growth Companyx
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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.x
CALCULATION OF REGISTRATION FEE
| Proposed | Proposed | |||||||
| Amount | Maximum | Maximum | ||||||
| Title of Securities | to be | Offering Price | Aggregate | Amount of | ||||
| to be Registered | Registered(1) | Per Share | Offering Price | Registration Fee | ||||
| Ordinary Shares, nominal value £0.05 per share | 11,998,660 shares(2) | $ 0.65(3) | $7,799,129.00(3) | $1,013 |
| (1) | Pursuant to Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover an indeterminate number of additional ordinary shares, nominal value £0.05 per share (“Ordinary Shares”) of Verona Pharma plc (the “Registrant”), which may become issuable under the Verona Pharma plc 2017 Incentive Award Plan (the “2017 Plan”) by reason of any share split, share dividend, recapitalization or other similar transaction. |
| (2) | Consists of 11,998,660 Ordinary Shares that may become issuable under the 2017 Plan pursuant to its terms. 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 in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Ordinary Shares of £0.53, as reported on AIM, a market of the London Stock Exchange, on April 24, 2020 and converted to $0.65 at the noon buying rate of the Federal Reserve Bank of New York of £1.00 to $1.2335 on April 24, 2020. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 11,998,660 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 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
Except as set forth below, the contents of the Registration Statement onForm S-8 (File No. 333-217521) filed with the Securities and Exchange Commission, relating to the 2017 Plan, are incorporated by reference herein.
| Item 8. | Exhibits. |
+ Filed herewith
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-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 30th day of April, 2020.
| VERONA PHARMA PLC | |||
| By: | /s/ David Zaccardelli | ||
| Name: | David Zaccardelli | ||
| Title: | Chief Executive Officer | ||
| By: | /s/ Mark W. Hahn | ||
| Name: | Mark W. Hahn | ||
| Title: | Chief Financial Officer | ||
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, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ David Zaccardelli | Chief Executive Officer and Member of the Board (Principal Executive Officer) | April 30, 2020 | ||
| David Zaccardelli | ||||
| /s/ Mark W. Hahn | Chief Financial Officer | April 30, 2020 | ||
| Mark W. Hahn | ||||
| /s/ David Ebsworth, Ph.D. | Chairman of the Board | April 30, 2020 | ||
| David Ebsworth, Ph.D. | ||||
| /s/ Ken Cunningham, M.D. | Member of the Board | April 30, 2020 | ||
| Ken Cunningham, M.D. | ||||
| Member of the Board | ||||
| Martin Edwards, M.D. | ||||
| /s/ Rishi Gupta | Member of the Board | April 30, 2020 | ||
| Rishi Gupta | ||||
| /s/ Mahendra G. Shah, Ph.D. | Member of the Board | April 30, 2020 | ||
| Mahendra G. Shah, Ph.D. | ||||
| /s/ Andrew Sinclair, Ph.D. | Member of the Board | April 30, 2020 | ||
| Andrew Sinclair, Ph.D. | ||||
| Member of the Board | ||||
| Vikas Sinha | ||||
| /s/ Anders Ullman, M.D., Ph.D. | Member of the Board | April 30, 2020 | ||
| Anders Ullman, M.D., Ph.D. |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 April 30, 2020.
| COGENCY GLOBAL INC. | |||
| (Authorized Representative in the United States) | |||
| By: | /s/ Colleen A. De Vries | ||
| Name: | Colleen A. De Vries | ||
| Title: | VP on behalf of Cogency Global Inc. | ||
