Verona Pharma (VRNA) 10-Q 8 Aug 24 2024 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2024	Aug. 02, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-38067
Entity Registrant Name	Verona Pharma plc
Entity Incorporation, State or Country Code	X0
Entity Tax Identification Number	98-1489389
Entity Address, Address Line One	3 More London Riverside
Entity Address, City or Town	London
Entity Address, Postal Zip Code	SE1 2RE
Entity Address, Country	GB
Country Region	44
City Area Code	203
Local Phone Number	283 4200
Title of 12(b) Security	Ordinary shares, nominal value £0.05 per share*
Trading Symbol	VRNA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		649,881,246
Amendment Flag	false
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001657312

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 404,599	$ 271,772
Prepaid expenses	5,433	3,617
Tax incentive receivable	3,684	10,954
Other current assets	2,576	3,365
Total current assets	416,292	289,708
Non-current assets:
Furniture and equipment, net	44	24
Goodwill	545	545
Equity interest	15,000	15,000
Right-of-use assets	2,242	2,847
Total non-current assets	17,831	18,416
Total assets	434,123	308,124
Current liabilities:
Accounts payable	4,152	3,492
Accrued expenses	19,630	3,585
License agreement obligations	21,322	0
Current operating lease liabilities	1,031	1,180
Taxes payable	1,011	0
Other current liabilities	1,200	435
Total current liabilities	48,346	8,692
Non-current liabilities:
Term loan	119,687	48,374
Revenue interest purchase security agreement	96,338	0
Non-current operating lease liabilities	1,478	1,775
Total non-current liabilities	217,503	50,149
Total liabilities	265,849	58,841
Commitments and contingencies
Shareholders' equity:
Ordinary £0.05 par value shares; 667,659,630 and 667,659,630 issued, and 648,654,174 and 643,536,094 outstanding, at June 30, 2024 and December 31, 2023, respectively	42,771	42,771
Additional paid-in capital	616,618	601,063
Ordinary shares held in treasury	(1,203)	(1,517)
Accumulated other comprehensive loss	(4,601)	(4,601)
Accumulated deficit	(485,311)	(388,433)
Total shareholders' equity	168,274	249,283
Total liabilities and shareholders' equity	$ 434,123	$ 308,124

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - £ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value (in pounds sterling per share)	£ 0.05	£ 0.05
Common stock, issued (in shares)	667,659,630	667,659,630
Common stock, outstanding (in shares)	648,654,174	643,536,094

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Operating expenses:
Research and development	$ 19,388	$ (2,474)	$ 26,152	$ 10,136
Selling, general and administrative	49,035	12,439	69,469	22,028
Total operating expenses	68,423	9,965	95,621	32,164
Operating loss	(68,423)	(9,965)	(95,621)	(32,164)
Other income/(expense):
Research and development tax credit	847	(1,934)	1,432	379
Loss on extinguishment of debt	(3,653)	0	(3,653)	0
Interest income	3,140	3,402	6,518	6,079
Interest expense	(1,757)	(740)	(3,343)	(1,033)
Foreign exchange gain/(loss)	25	740	(194)	1,672
Total other (expense)/income, net	(1,398)	1,468	760	7,097
Loss before income taxes	(69,821)	(8,497)	(94,861)	(25,067)
Income tax expense	(1,014)	(310)	(1,768)	(483)
Net loss	$ (70,835)	$ (8,807)	$ (96,629)	$ (25,550)
Profit/(loss) per share, basic (in dollars per share)	$ (0.11)	$ (0.01)	$ (0.15)	$ (0.04)
Profit/(loss) per share, diluted (in dollars per share)	$ (0.11)	$ (0.01)	$ (0.15)	$ (0.04)
Weighted-average shares outstanding, basic (in shares)	648,217,000	634,469,000	646,959,000	627,996,000
Weighted-average shares outstanding, diluted (in shares)	648,217,000	634,469,000	646,959,000	627,996,000

Consolidated Statements of Shar

Consolidated Statements of Shareholders’ Equity - USD ($) $ in Thousands	Total	At-The-Market Sales Agreement	Ordinary shares	Ordinary shares At-The-Market Sales Agreement	Additional paid-in capital	Additional paid-in capital At-The-Market Sales Agreement	Ordinary shares held in treasury	Accumulated other comprehensive loss	Accumulated deficit
Beginning balance (in shares) at Dec. 31, 2022			631,338,246
Beginning balance at Dec. 31, 2022	$ 230,466		$ 40,526		$ 529,187		$ (1,549)	$ (4,601)	$ (333,097)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(16,743)								(16,743)
Issuance of common shares (in shares)				20,321,384
Issuance of common shares		$ 56,909		$ 1,227		$ 55,682
Restricted share units vested							270		(270)
Share options exercised	1,827				1,756		71
Share-based compensation	4,290				4,290
Ending balance (in shares) at Mar. 31, 2023			651,659,630
Ending balance at Mar. 31, 2023	276,749		$ 41,753		590,915		(1,208)	(4,601)	(350,110)
Beginning balance (in shares) at Dec. 31, 2022			631,338,246
Beginning balance at Dec. 31, 2022	230,466		$ 40,526		529,187		(1,549)	(4,601)	(333,097)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(25,550)
Ending balance (in shares) at Jun. 30, 2023			651,659,630
Ending balance at Jun. 30, 2023	273,093		$ 41,753		596,059		(975)	(4,601)	(359,143)
Beginning balance (in shares) at Mar. 31, 2023			651,659,630
Beginning balance at Mar. 31, 2023	276,749		$ 41,753		590,915		(1,208)	(4,601)	(350,110)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(8,807)								(8,807)
Restricted share units vested							226		(226)
Share options exercised	77				70		7
Share-based compensation	5,074				5,074
Ending balance (in shares) at Jun. 30, 2023			651,659,630
Ending balance at Jun. 30, 2023	$ 273,093		$ 41,753		596,059		(975)	(4,601)	(359,143)
Beginning balance (in shares) at Dec. 31, 2023	643,536,094		667,659,630
Beginning balance at Dec. 31, 2023	$ 249,283		$ 42,771		601,063		(1,517)	(4,601)	(388,433)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(25,794)								(25,794)
Restricted share units vested							170		(170)
Share options exercised	816				751		65
Common shares withheld for taxes on vested stock awards	(3,338)				(3,338)
Equity settled share-based compensation reclassified as cash-settled	(237)				(237)
Share-based compensation	4,258				4,258
Ending balance (in shares) at Mar. 31, 2024			667,659,630
Ending balance at Mar. 31, 2024	$ 224,988		$ 42,771		602,497		(1,282)	(4,601)	(414,397)
Beginning balance (in shares) at Dec. 31, 2023	643,536,094		667,659,630
Beginning balance at Dec. 31, 2023	$ 249,283		$ 42,771		601,063		(1,517)	(4,601)	(388,433)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ (96,629)
Ending balance (in shares) at Jun. 30, 2024	648,654,174		667,659,630
Ending balance at Jun. 30, 2024	$ 168,274		$ 42,771		616,618		(1,203)	(4,601)	(485,311)
Beginning balance (in shares) at Mar. 31, 2024			667,659,630
Beginning balance at Mar. 31, 2024	224,988		$ 42,771		602,497		(1,282)	(4,601)	(414,397)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(70,835)								(70,835)
Restricted share units vested							79		(79)
Common shares withheld for taxes on vested stock awards	(1,273)				(1,273)
Equity settled share-based compensation reclassified as cash-settled	(200)				(200)
Share-based compensation	$ 15,594				15,594
Ending balance (in shares) at Jun. 30, 2024	648,654,174		667,659,630
Ending balance at Jun. 30, 2024	$ 168,274		$ 42,771		$ 616,618		$ (1,203)	$ (4,601)	$ (485,311)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (96,629)	$ (25,550)
Adjustments to reconcile net income to net cash used in operating activities:
Foreign exchange loss/(gain)	194	(1,672)
Other non-cash items	285	88
Accretion of redemption premium on debt	120	51
Loss on extinguishment of debt	3,653	0
Share-based compensation	19,852	9,364
Depreciation	533	314
Changes in operating assets and liabilities:
Prepaid expenses	(1,816)	1,605
Tax incentive receivable	7,201	(380)
Other current assets	35	(2,016)
Accounts payable	756	(417)
Accrued expenses	11,617	(6,285)
License agreement obligations	21,322	0
Operating lease liabilities	(365)	(305)
Income taxes	1,765	(939)
Other current liabilities	765	(951)
Net cash used in operating activities	(30,712)	(27,093)
Cash flows from investing activities:
Purchases of furniture and equipment	45	0
Net cash used in investing activities	(45)	0
Cash flows from financing activities:
Proceeds from issuance of stock	0	56,909
Proceeds from Term Loans	122,500	9,996
Proceeds From Revenue Interest Purchase And Sale Agreement ("RIPSA”)	100,000	0
Payment of debt issuance costs	(2,303)	0
Repayment of 2023 Term Loans	(52,256)	0
Payments of withholding taxes from share-based awards	(5,048)	0
Proceeds from exercise of share options	816	1,904
Net cash provided by financing activities	163,709	68,809
Effect of exchange rate changes on cash and cash equivalents	(125)	1,184
Net change in cash and cash equivalents	132,827	42,900
Cash and cash equivalents at beginning of the period	271,772	227,827
Cash and cash equivalents at end of the period	404,599	270,727
Supplemental Cash Flow Information [Abstract]
Income taxes paid	0	1,215
Interest paid	$ 2,021	$ 685

Organization and description of

Organization and description of business operations	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and description of business operations	Organization and description of business operations Verona Pharma plc is incorporated and domiciled in the United Kingdom. Verona Pharma plc has one wholly-owned subsidiary, Verona Pharma, Inc., a Delaware corporation (together with Verona Pharma plc, the “Company”). The address of the registered office is 1 Central Square, Cardiff, CF10 1FS, United Kingdom. The Company is a biopharmaceutical group focused on developing and commercializing innovative therapeutics for the treatment of respiratory diseases with significant unmet medical needs. The Company’s American Depositary Shares (“ADSs”) are listed on the Nasdaq Global Market (“Nasdaq”) and trade under the symbol “VRNA”. On June 26, 2024, the FDA approved Ohtuvayre (ensifentrine) for the maintenance treatment of chronic obstructive pulmonary disease (“COPD”) in adult patients and the Company launched Ohtuvayre in the U.S. through an exclusive network of accredited specialty pharmacies in August 2024. Ohtuvayre is the Company’s first commercial product and the first inhaled therapy with a novel mechanism of action available for the maintenance treatment of COPD in more than 20 years. Ohtuvayre is a first-in-class selective dual inhibitor of the enzymes phosphodiesterase 3 and phosphodiesterase 4 that combines bronchodilator and non-steroidal anti-inflammatory effects in one molecule. Ohtuvayre is delivered directly to the lungs through a standard jet nebulizer without the need for high inspiratory flow rates or complex hand-breath coordination. Pipeline The Company is developing a fixed-dose combination formulation with ensifentrine and glycopyrrolate, a Long-Acting Muscarinic Antagonist (“LAMA”), for the maintenance treatment of patients with COPD via delivery in a nebulizer. The Company has filed patent applications in multiple jurisdictions including the U.S. In July 2024, the Company submitted an investigational new drug application (“IND”) to the FDA to allow initiation of the clinical program. Subject to clearance of the IND, the Company intends to initiate a Phase 2 dose-ranging trial in the third quarter of 2024. Additionally, based on the clinical results of ensifentrine observed in patients with COPD, including improvements in lung function and symptoms of cough and sputum, the Company believes ensifentrine could potentially be an effective treatment for non-cystic fibrosis bronchiectasis (“NCFBE”). The Company plans to commence a Phase 2 clinical trial to assess the efficacy and safety of nebulized ensifentrine in patients with NCFBE in the third quarter of 2024. Liquidity The Company has incurred recurring losses and negative cash flows from operations since inception, and has an accumulated deficit of $485.3 million as of June 30, 2024. The Company expects to incur additional losses and negative cash flows from operations until its products reach commercial profitability, if at all. The Company expects that its cash and cash equivalents as of June 30, 2024 will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from the date of issuance. Additionally, the Company may enter into out-licensing transactions from time to time but there can be no assurance that the Company can secure such transactions in the future. Accordingly, the Company may need to obtain substantial additional funds to achieve its business objectives including to further advance clinical and regulatory activities, to fund launch related costs and to create an effective sales and marketing organization to commercialize Ohtuvayre. Any such funding will need to be obtained through public or private financings, debt financing, collaboration or licensing arrangements or other arrangements. However, there is no guarantee the Company will be successful in securing additional capital on acceptable terms, or at all.

Basis of presentation and summa

Basis of presentation and summary of significant accounting policies	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of presentation and summary of significant accounting policies	Basis of presentation and summary of significant accounting policies Basis of presentation and consolidation The unaudited condensed consolidated financial statements include the accounts of Verona Pharma plc and its wholly-owned subsidiary Verona Pharma, Inc. All inter-company balances and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K filed on February 29, 2024 (the “2023 Form 10-K”). The Consolidated Balance Sheet as of December 31, 2023, was derived from audited consolidated financial statements included in the 2023 Form 10-K but does not include all disclosures required by U.S. GAAP for complete financial statements. The Company’s significant accounting policies are described in Note 2 to those consolidated financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from these interim financial statements. The unaudited condensed consolidated financial statements reflect all adjustments which in the opinion of management are necessary for a fair statement of results of operations, comprehensive income, financial condition, cash flows and shareholders' equity for the periods presented. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. Segment reporting Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company has one operating and reportable segment, the development and commercialization of ensifentrine. Use of estimates The preparation of interim unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, the accrual and prepayment of research and development expenses, and the fair value of share-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known, and actual results could differ from the Company’s estimates. Inventories, including Pre-Launch Inventories Prior to obtaining regulatory approval for Ohtuvayre, the Company expensed costs relating to production of pre-launch inventory as research and development expense in its condensed consolidated statements of operations and comprehensive loss in the period incurred. Inventory acquired and the related costs after June 26, 2024, the date of the FDA’s approval of Ohtuvayre, will be capitalized. Products used in clinical trials are expensed as research and development expense in the statement of operations and comprehensive loss. The Company will value its inventories at the lower-of-actual cost or net realizable value. Due to the timing of the approval of Ohtuvayre, the Company did not capitalize any inventory costs in the three or six months ended June 30, 2024. Revenue Interest Purchase and Sale Agreement The revenue interest purchase and sale agreement (the “RIPSA”) liability is eligible to be repaid based on royalties from net sales of Ohtuvayre (ensifentrine) and any other future products. Interest expense is accrued using the effective interest rate method over the estimated period the related liability will be paid. This requires the Company to estimate the total amount of future royalty payments to be generated from product sales over the life of the agreement. The Company imputes interest on the carrying value of the RIPSA and records interest expense using an imputed effective interest rate. The Company reassesses the expected royalty payments each reporting period and accounts for any changes through an adjustment to the effective interest rate on a prospective basis. The assumptions used in determining the expected repayment term of the debt and amortization period of the issuance costs require that the Company make estimates that could impact the carrying value of the liability, as well as the periods over which associated issuance costs will be amortized. A significant increase or decrease in forecasted net sales could materially impact each of the liability balances, interest expense and the time periods for repayment. Recently issued accounting standards not yet adopted In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The amendments in this ASU are effective for annual periods beginning on December 15, 2024, and should be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. This ASU will have no impact on the Company's Consolidated Balance Sheets or Consolidated Statements of Operations and Comprehensive Loss. The Company is currently evaluating the impact to its income tax disclosures. In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity's overall performance and assess potential future cash flows. The amendments in this ASU are effective for annual periods beginning on December 15, 2023 and interim periods beginning on December 15, 2024 and should be applied on a retrospective basis for all periods presented. This ASU will have no impact on the Company's Consolidated Balance Sheets or Consolidated Statements of Operations and Comprehensive Loss. The Company is currently evaluating the impact to its segment disclosures.

Equity Interest

Equity Interest	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Equity interest	Equity interest The Company entered into a collaboration and license agreement (the “Nuance Agreement”) with Nuance Pharma Limited (“Nuance Pharma”) effective June 9, 2021 (the “Effective Date”), under which the Company granted Nuance Pharma the exclusive rights to develop and commercialize ensifentrine in Greater China (China, Taiwan, Hong Kong and Macau). In return, the Company received an unconditional right to consideration aggregating $40.0 million consisting of $25.0 million in cash and an equity interest, valued at $15.0 million as of the Effective Date, in Nuance Biotech, the parent company of Nuance Pharma. The equity interest is recorded at cost as the Company has elected to use the measurement alternative for equity investments without readily determinable fair values. The Company evaluates this investment for indicators of impairment quarterly. The Company did not identify events or changes in circumstances that may have a significant effect on the fair value of the investment during the six months ended June 30, 2024. In 2006, the Company acquired Rhinopharma and assumed contingent liabilities owed to Ligand UK Development Limited (“Ligand”) (formerly Vernalis Development Limited). The Company refers to the assignment and license agreement as the Ligand Agreement. Ligand assigned to the Company all of its rights to certain patents and patent applications relating to ensifentrine and related compounds (the “Ligand Patents”) and an exclusive, worldwide, royalty-bearing license under certain Ligand know-how to develop, manufacture and commercialize products (the “Ligand Licensed Products”) developed using Ligand Patents, Ligand know-how and the physical stock of certain compounds. The contingent liability assumed included a milestone payment on obtaining the first approval of any regulatory authority for the commercialization of a Ligand Licensed Product, low single digit royalties based on the future sales performance of all Ligand Licensed Products and a portion equal to a mid-twenty percent of any consideration received from any sub-licensees for the Ligand Patents and for Ligand know-how. At the time of the acquisition the contingent liability was not recognized as part of the acquisition accounting as it was immaterial. Due to the FDA approval of Ohtuvayre on June 26, 2024, the Company has recognized the following in the three and six months ended June 30, 2024: • $6.3 million in research and development costs related to a milestone payment for first approval of any regulatory authority for the commercialization of ensifentrine; and • $15.0 million related to a milestone payment for first commercial sale of ensifentrine. The Company has classified this as selling, general and administrative expense as it relates to the resolution of the 2021 dispute with Ligand. The Company has recognized the milestone payment for first commercial sale of ensifentrine in the three and six months ended June 30, 2024 as it considers the payment of this milestone probable due to the approval of ensifentrine and the progress towards commercialization including the first sale in the third quarter of 2024.

Accrued expenses

Accrued expenses	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
Accrued expenses	Accrued expenses Accrued expenses consisted of the following (in thousands): June 30, December 31, 2024 2023 Clinical trial and other development costs $ 5,959 $ 752 Professional fees and general corporate costs 5,095 2,039 People related costs 3,964 794 Debt issuance costs 4,612 — Total accrued expenses $ 19,630 $ 3,585

Ligand license agreement obliga

Ligand license agreement obligations	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Ligand license agreement obligations	Equity interest The Company entered into a collaboration and license agreement (the “Nuance Agreement”) with Nuance Pharma Limited (“Nuance Pharma”) effective June 9, 2021 (the “Effective Date”), under which the Company granted Nuance Pharma the exclusive rights to develop and commercialize ensifentrine in Greater China (China, Taiwan, Hong Kong and Macau). In return, the Company received an unconditional right to consideration aggregating $40.0 million consisting of $25.0 million in cash and an equity interest, valued at $15.0 million as of the Effective Date, in Nuance Biotech, the parent company of Nuance Pharma. The equity interest is recorded at cost as the Company has elected to use the measurement alternative for equity investments without readily determinable fair values. The Company evaluates this investment for indicators of impairment quarterly. The Company did not identify events or changes in circumstances that may have a significant effect on the fair value of the investment during the six months ended June 30, 2024. In 2006, the Company acquired Rhinopharma and assumed contingent liabilities owed to Ligand UK Development Limited (“Ligand”) (formerly Vernalis Development Limited). The Company refers to the assignment and license agreement as the Ligand Agreement. Ligand assigned to the Company all of its rights to certain patents and patent applications relating to ensifentrine and related compounds (the “Ligand Patents”) and an exclusive, worldwide, royalty-bearing license under certain Ligand know-how to develop, manufacture and commercialize products (the “Ligand Licensed Products”) developed using Ligand Patents, Ligand know-how and the physical stock of certain compounds. The contingent liability assumed included a milestone payment on obtaining the first approval of any regulatory authority for the commercialization of a Ligand Licensed Product, low single digit royalties based on the future sales performance of all Ligand Licensed Products and a portion equal to a mid-twenty percent of any consideration received from any sub-licensees for the Ligand Patents and for Ligand know-how. At the time of the acquisition the contingent liability was not recognized as part of the acquisition accounting as it was immaterial. Due to the FDA approval of Ohtuvayre on June 26, 2024, the Company has recognized the following in the three and six months ended June 30, 2024: • $6.3 million in research and development costs related to a milestone payment for first approval of any regulatory authority for the commercialization of ensifentrine; and • $15.0 million related to a milestone payment for first commercial sale of ensifentrine. The Company has classified this as selling, general and administrative expense as it relates to the resolution of the 2021 dispute with Ligand. The Company has recognized the milestone payment for first commercial sale of ensifentrine in the three and six months ended June 30, 2024 as it considers the payment of this milestone probable due to the approval of ensifentrine and the progress towards commercialization including the first sale in the third quarter of 2024.

Debt

Debt	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Debt	Debt 2023 Term Loan On December 27, 2023 (the “2023 Effective Date”), Verona Pharma, Inc. entered into a term loan facility of up to $400.0 million (the “2023 Term Loan” or “Loan Agreement”), consisting of a term loan advance in an aggregate amount of $50.0 million funded on the 2023 Effective Date (the “Term A Loan”) and four additional term loan advances subject to certain terms and conditions. The 2023 Term Loan was repaid in full as of May 9, 2024. Verona Pharma, Inc. and the Company did not incur any penalties, but did incur a prepayment fee and final payment fee in the aggregate amount of $2.3 million . 2024 Term Loans On May 9, 2024 (the “2024 Effective Date”), Verona Pharma, Inc. (the “Borrower”) entered into a term loan facility of up to $400.0 million (the “2024 Term Loans” or “2024 Loan Agreement”), consisting of a term loan advance in an aggregate amount of $55.0 million funded on the 2024 Effective Date (the “Tranche A Term Loan”) and four additional term loan advances subject to certain terms and conditions, as discussed below, in the amounts of $70.0 million (the “Tranche B Term Loan”), $75.0 million (the “Tranche C Term Loan”), $100.0 million (the “Tranche D Term Loan”) and $100.0 million (the “Tranche E Term Loan”) with each tranche issued subject to an original issue discount of 2.0%. The 2024 Loan Agreement was entered into with Oaktree Fund Administration, LLC, a Delaware limited liability company, as administrative agent (in such capacity, the “Agent”), and certain funds managed by each of Oaktree Capital Management, L.P. (“Oaktree”) and OCM Life Sciences Portfolio LP (“OMERS”) party thereto (collectively, the “2024 Lenders”). The net proceeds of the 2024 Term Loans will be used for general corporate and working capital purposes and a portion of the proceeds from the Tranche A Term Loan was used by the Borrower on the 2024 Effective Date to repay, in full, the existing outstanding indebtedness owed under the 2023 Term Loan. The Tranche B Term Loan was available, subject to customary terms and conditions, during the period commencing on the date the Company received approval from the FDA for its new drug application for ensifentrine through and including the earliest of (i) the date that is 30 days immediately following the date the Company receives such approval and (ii) September 30, 2024. The Tranche C Term Loan will be available, subject to customary terms and conditions (including the prior borrowing of the Tranche B Term Loan), during the period commencing on the first business day following the achievement of a specified net sales milestone for ensifentrine and ending on December 31, 2025. The Tranche D Term Loan will be available, subject to customary terms and conditions (including the prior borrowing of the Tranche C Term Loan), during the period commencing on the first business day following the achievement of a specified net sales milestone for ensifentrine and ending on June 30, 2026. The Tranche E Term Loan will be available, subject to customary terms and conditions (including the prior borrowing of the Tranche D Term Loan) at the 2024 Lenders sole discretion and upon the Company’s request. The Company received $52.8 million in net proceeds at closing of the 2024 Loan Agreement and draw of the Tranche A Term Loan, which consisted of the Tranche A Term Loan face value of $55.0 million less the original issue discount of $1.1 million and lender and third-party fees related to the 2024 Loan Agreement and RIPSA, as defined and discussed below, of $1.1 million. $52.4 million of the net cash proceeds from the Tranche A Term Loan were used for the repayment in full of the existing outstanding indebtedness owed by the Company under the 2023 Term Loan of $52.3 million and interest amounts related to the 2023 Term Loan of $0.1 million. On June 28, 2024, the Company received $68.6 million in net proceeds related to the Tranche B Term Loan, which was available upon FDA approval for Ohtuvayre. The amount received consisted of the Tranche B Term Loan face value of $70.0 million less the original issue discount of $1.4 million. The 2024 Term Loans will mature on May 9, 2029 and each advance under the 2024 Loan Agreement accrues interest at a fixed per annum rate of 11.00%. The 2024 Loan Agreement provides for interest-only payments on a quarterly basis until maturity. Upon repayment (whether at maturity, upon acceleration or by prepayment or otherwise), the Borrower shall pay an exit fee to the 2024 Lenders in the amount of 2.50% of the aggregate principal amount of the 2024 Term Loans to be paid (the “Exit Fee”). The Borrower may prepay the 2024 Term Loans in full or in part provided that the Borrower (i) provides at least two (2) business days’ prior written notice to the Agent, (ii) pays on the date of such prepayment (A) all outstanding principal to be prepaid plus accrued and unpaid interest, (B) a prepayment fee of 7.00% of the 2024 Term Loans so prepaid if paid on or before the first anniversary of the 2024 Effective Date; 5.00% of the 2024 Term Loans so prepaid if paid after the first anniversary of the 2024 Effective Date and on or before the second anniversary of the 2024 Effective Date; 2.00% of the 2024 Term Loans so prepaid if paid after the second anniversary of the 2024 Effective Date and on or before the third anniversary of the 2024 Effective Date or 1.00% of the 2024 Term Loans so prepaid if paid after the third anniversary of the 2024 Effective Date and on or before the fourth anniversary of the 2024 Effective Date, (C) the Exit Fee and (D) all other sums, if any, that shall become due and payable under the 2024 Loan Agreement, including interest at the default rate with respect to any past due amounts. Amounts outstanding during an event of default are due upon the Majority Lenders’ (as defined in the 2024 Loan Agreement) demand (except during a payment or bankruptcy event of default, whereupon such default interest is automatically imposed) and shall accrue interest at an additional rate of 2.00% per annum, which interest shall be payable on demand in cash and (iii) any partial prepayment of the 2024 Term Loans shall be an aggregate amount at least equal to $5.0 million in a denomination that is a whole number multiple of $1.0 million in excess thereof. The 2024 Term Loans are secured by a lien on substantially all of the assets of the Borrower and the Company, including intellectual property, subject to customary exclusions and exceptions. The 2024 Loan Agreement contains customary representations and warranties, covenants and events of default, including two financial covenants: (i) commencing on the 2024 Effective Date, the Borrower is required to maintain certain levels of cash, and, after the Account Control Agreement Completion Date (as defined in the Loan Agreement) subject to control agreements in favor of the Agent, and (ii) commencing on the fiscal quarter of Company ending on September 30, 2025, the Borrower and the Company are required to maintain quarterly trailing twelve-month net sales from the sale of ensifentrine in the United States; provided that such revenue covenant will be waived at any time (x) the Borrower and the Company’s unrestricted cash balance subject to control agreements in favor of the Agent on the last business day of the applicable fiscal quarter is equal to or greater than the product of 1.25 multiplied by the aggregate principal amount of outstanding 2024 Term Loans on such date or (y) the average daily closing price of the Company’s American Depositary Shares for each of the thirty (30) trading days preceding the last trading day of such fiscal quarter multiplied by the total number of issued and outstanding American Depositary Shares of the Company is at least $1.0 billion. The 2024 Loan Agreement also contains other customary provisions, such as expense reimbursement, as well as indemnification rights for the benefit of the Agent and the 2024 Lenders. As of June 30, 2024, the effective interest rate was approximately 13% per annum and there was no material difference between the carrying value and the estimated fair value of the 2024 Term Loans. Revenue Interest Purchase and Sale Agreement On May 9, 2024, the Company and Verona Pharma, Inc. (collectively the “Sellers”) entered into the RIPSA with Oaktree Fund Administration, LLC, a Delaware limited liability company, as administrative agent and certain funds managed by each of Oaktree and OMERS (collectively, the “Purchasers”). Under the terms of the RIPSA, in exchange for each of the Purchaser’s payment to the Sellers of a purchase price of $100 million, in the aggregate, upon approval of ensifentrine by the FDA by a specified date and subject to certain labeling conditions (the “Tranche A Purchase Price”), the Sellers agreed to a true sale of assigned interests to the Purchasers, including a right for the Purchasers to receive 6.50% on the global net sales of ensifentrine by the Sellers (the “Royalty Interest Payments”) and 5% on certain proceeds the Sellers receive from licensees engaged during the term of the RIPSA outside of the U.S. (the “Ex-U.S. Payments”). The Sellers will begin payment of the Royalty Interest Payments and Ex-U.S. Payments in the first fiscal quarter after receipt of the Tranche A Purchase Price. The Sellers will also have a right to receive an additional funding tranche equal to $150 million (the “Tranche B Purchase Price”) upon achievement of a specified net sales milestone in any trailing six-month period after receipt of the Tranche A Purchase Price and subject to certain terms and conditions. The Royalty Interest Payments and Ex-U.S. Payments will cease upon reaching a multiple of 1.75 times the amounts actually funded by the Purchasers. The RIPSA includes a buy-out option, which provides the Sellers with the right to settle all outstanding liabilities at any time by paying a buy-out amount under various terms and conditions. As of any date of determination, the aggregate amount of payments received by the Purchasers under the RIPSA, divided by the amount funded as of such date (the “MOIC”) equals 1.20x, if such date is on or before the one-year anniversary of the funding of the first tranche of the RIPSA, the MOIC equals 1.40x if such date is after the one-year anniversary of the Tranche A Funding Date and on or before the two-year anniversary of the Tranche A Funding Date, the MOIC equals 1.55x if such date is after the two-year anniversary of the Tranche A Funding Date and on or before the three-year anniversary of the Tranche A Funding Date, and the MOIC equals 1.75x if such date is after the three-year anniversary of the Tranche A Funding Date. The Purchasers have the right to terminate the RIPSA under certain conditions, including the Company’s insolvency, and the Company’s divestment of ensifentrine, in which case the Sellers must pay the Purchasers up to 1.75 times the amounts actually funded by the Purchasers as of such default determination date. Pursuant to a security agreement signed in connection with the RIPSA, the Sellers granted to the Purchasers a security interest in certain assets to secure obligations under the RIPSA. On June 28, 2024, the Company received the Tranche A Purchase Price of $100.0 million. As of June 30, 2024, the effective interest rate was approximately 20% per annum and there was no material difference between the carrying value and the estimated fair value of the RIPSA. As of June 30, 2024, the Company had $4.6 million in accrued debt issuance costs related to the 2024 Term Loans and RIPSA which are considered non-cash financing activities for purposes of the Condensed Consolidated Statements of Cash Flows.

Share based compensation

Share based compensation	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
Share based compensation	Share-based compensation The following table shows the allocation of share-based compensation between research and development and selling, general and administrative costs (in thousands): Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Research and development $ 3,664 $ 1,123 $ 4,680 $ 2,226 Selling, general and administrative 11,930 3,951 15,172 7,138 Total $ 15,594 $ 5,074 $ 19,852 $ 9,364 The following tables show the activity of each type of share-based compensation and are presented in ordinary shares. The Company’s ADSs that are listed on Nasdaq each represent eight ordinary shares. Share options activity Number of share options outstanding Balance as of December 31, 2023 24,689,624 Granted 2,432,000 Forfeited (64,000) Exercised (1,037,424) Balance as of March 31, 2024 26,020,200 Granted 7,924,000 Forfeited (72,000) Expired (160,000) Balance as of June 30, 2024 33,712,200 Restricted stock units (“RSU”) activity Number of RSUs outstanding Balance as of December 31, 2023 19,502,624 Forfeited (1,752) Vested (4,357,208) Balance as of March 31, 2024 15,143,664 Vested (2,045,384) Balance as of June 30, 2024 13,098,280 Performance restricted stock units (“PRSU”) activity PRSUs will begin to vest upon achievement of certain performance conditions and are subject to continued service. The fair value of PRSUs will be recognized over the remaining service period using the graded-vesting method once the performance conditions are determined to be probable of occurring. As of June 30, 2024, the performance conditions were assessed by the Company and considered probable of being met under the applicable accounting framework, and accordingly the Company recognized $9.9 million in share-based compensation expense related to the PRSUs in the three and six months ended June 30, 2024. The total compensation cost not yet recognized as of June 30, 2024 related to PRSUs was $7.9 million, which will be recognized over a weighted-average period of approximately one year. A summary of the Company’s PRSU activity for the period ended June 30, 2024 is as follows: Number of PRSUs outstanding Balance as of December 31, 2023 10,730,144 Forfeited (5,248) Balance as of March 31, 2024 10,724,896 Balance as of June 30, 2024 10,724,896

Capitalization and net loss per

Capitalization and net loss per share	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
Capitalization and net loss per share	et loss per share Net loss per share is calculated on an ordinary share basis. The Company’s ADSs that are listed on Nasdaq each represent eight ordinary shares. The following table shows the computation of basic and diluted net loss per share for the three and six months ended June 30, 2024 and 2023 (in thousands except per share amounts): Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Numerator: Net loss $ (70,835) $ (8,807) $ (96,629) $ (25,550) Denominator: Weighted-average shares outstanding - basic and diluted 648,217 634,469 646,959 627,996 Net loss per share - basic and diluted $ (0.11) $ (0.01) $ (0.15) $ (0.04) During the three and six months ended June 30, 2024 and 2023, outstanding share options, RSUs and PRSUs over 57.5 million and 48.5 million ordinary shares, respectively, were not included in the computation of diluted earnings per ordinary share, because to do so would be antidilutive.

Subsequent events

Subsequent events	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent events	Subsequent events [OPEN]

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (70,835)	$ (25,794)	$ (8,807)	$ (16,743)	$ (96,629)	$ (25,550)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
David Zaccardelli [Member]
Trading Arrangements, by Individual
Arrangement Duration	357 days
Mark Hahn [Member]
Trading Arrangements, by Individual
Arrangement Duration	359 days

Basis of presentation and sum_2

Basis of presentation and summary of significant accounting policies (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of presentation and consolidation	Basis of presentation and consolidation The unaudited condensed consolidated financial statements include the accounts of Verona Pharma plc and its wholly-owned subsidiary Verona Pharma, Inc. All inter-company balances and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K filed on February 29, 2024 (the “2023 Form 10-K”). The Consolidated Balance Sheet as of December 31, 2023, was derived from audited consolidated financial statements included in the 2023 Form 10-K but does not include all disclosures required by U.S. GAAP for complete financial statements. The Company’s significant accounting policies are described in Note 2 to those consolidated financial statements.
Segment Reporting	Segment reporting Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company has one operating and reportable segment, the development and commercialization of ensifentrine.
Use of estimates	Use of estimates The preparation of interim unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, the accrual and prepayment of research and development expenses, and the fair value of share-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known, and actual results could differ from the Company’s estimates. Inventories, including Pre-Launch Inventories Prior to obtaining regulatory approval for Ohtuvayre, the Company expensed costs relating to production of pre-launch inventory as research and development expense in its condensed consolidated statements of operations and comprehensive loss in the period incurred. Inventory acquired and the related costs after June 26, 2024, the date of the FDA’s approval of Ohtuvayre, will be capitalized. Products used in clinical trials are expensed as research and development expense in the statement of operations and comprehensive loss. The Company will value its inventories at the lower-of-actual cost or net realizable value. Due to the timing of the approval of Ohtuvayre, the Company did not capitalize any inventory costs in the three or six months ended June 30, 2024. Revenue Interest Purchase and Sale Agreement The revenue interest purchase and sale agreement (the “RIPSA”) liability is eligible to be repaid based on royalties from net sales of Ohtuvayre (ensifentrine) and any other future products. Interest expense is accrued using the effective interest rate method over the estimated period the related liability will be paid. This requires the Company to estimate the total amount of future royalty payments to be generated from product sales over the life of the agreement. The Company imputes interest on the carrying value of the RIPSA and records interest expense using an imputed effective interest rate. The Company reassesses the expected royalty payments each reporting period and accounts for any changes through an adjustment to the effective interest rate on a prospective basis. The assumptions used in determining the expected repayment term of the debt and amortization period of the issuance costs require that the Company make estimates that could impact the carrying value of the liability, as well as the periods over which associated issuance costs will be amortized. A significant increase or decrease in forecasted net sales could materially impact each of the liability balances, interest expense and the time periods for repayment. Recently issued accounting standards not yet adopted In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The amendments in this ASU are effective for annual periods beginning on December 15, 2024, and should be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. This ASU will have no impact on the Company's Consolidated Balance Sheets or Consolidated Statements of Operations and Comprehensive Loss. The Company is currently evaluating the impact to its income tax disclosures. In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity's overall performance and assess potential future cash flows. The amendments in this ASU are effective for annual periods beginning on December 15, 2023 and interim periods beginning on December 15, 2024 and should be applied on a retrospective basis for all periods presented. This ASU will have no impact on the Company's Consolidated Balance Sheets or Consolidated Statements of Operations and Comprehensive Loss. The Company is currently evaluating the impact to its segment disclosures.
Recently adopted accounting standards and recent accounting standards not yet adopted	Recently issued accounting standards not yet adopted In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The amendments in this ASU are effective for annual periods beginning on December 15, 2024, and should be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. This ASU will have no impact on the Company's Consolidated Balance Sheets or Consolidated Statements of Operations and Comprehensive Loss. The Company is currently evaluating the impact to its income tax disclosures. In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity's overall performance and assess potential future cash flows. The amendments in this ASU are effective for annual periods beginning on December 15, 2023 and interim periods beginning on December 15, 2024 and should be applied on a retrospective basis for all periods presented. This ASU will have no impact on the Company's Consolidated Balance Sheets or Consolidated Statements of Operations and Comprehensive Loss. The Company is currently evaluating the impact to its segment disclosures.

Accrued expenses (Tables)

Accrued expenses (Tables)	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
Schedule of Accrued Expenses	Accrued expenses consisted of the following (in thousands): June 30, December 31, 2024 2023 Clinical trial and other development costs $ 5,959 $ 752 Professional fees and general corporate costs 5,095 2,039 People related costs 3,964 794 Debt issuance costs 4,612 — Total accrued expenses $ 19,630 $ 3,585

Share based compensation (Table

Share based compensation (Tables)	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
Allocation of Share Based Compensation Expense	The following table shows the allocation of share-based compensation between research and development and selling, general and administrative costs (in thousands): Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Research and development $ 3,664 $ 1,123 $ 4,680 $ 2,226 Selling, general and administrative 11,930 3,951 15,172 7,138 Total $ 15,594 $ 5,074 $ 19,852 $ 9,364
Share Option Activity	Number of share options outstanding Balance as of December 31, 2023 24,689,624 Granted 2,432,000 Forfeited (64,000) Exercised (1,037,424) Balance as of March 31, 2024 26,020,200 Granted 7,924,000 Forfeited (72,000) Expired (160,000) Balance as of June 30, 2024 33,712,200
Restricted Stock Unit Activity	Number of RSUs outstanding Balance as of December 31, 2023 19,502,624 Forfeited (1,752) Vested (4,357,208) Balance as of March 31, 2024 15,143,664 Vested (2,045,384) Balance as of June 30, 2024 13,098,280 A summary of the Company’s PRSU activity for the period ended June 30, 2024 is as follows: Number of PRSUs outstanding Balance as of December 31, 2023 10,730,144 Forfeited (5,248) Balance as of March 31, 2024 10,724,896 Balance as of June 30, 2024 10,724,896

Capitalization and net loss p_2

Capitalization and net loss per share (Tables)	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
Computation of Basic and Diluted Earning Per Share	The following table shows the computation of basic and diluted net loss per share for the three and six months ended June 30, 2024 and 2023 (in thousands except per share amounts): Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Numerator: Net loss $ (70,835) $ (8,807) $ (96,629) $ (25,550) Denominator: Weighted-average shares outstanding - basic and diluted 648,217 634,469 646,959 627,996 Net loss per share - basic and diluted $ (0.11) $ (0.01) $ (0.15) $ (0.04)

Organization, Consolidation and

Organization, Consolidation and Presentation of Financial Statements (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($) subsidiary	Dec. 31, 2023 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of wholly owned subsidiaries | subsidiary	1
Accumulated deficit | $	$ (485,311)	$ (388,433)

Basis of presentation and sum_3

Basis of presentation and summary of significant accounting policies (Details)	6 Months Ended
	Jun. 30, 2024 segment
Accounting Policies [Abstract]
Number of operating segments	1
Number of reportable segments	1

Equity Interest (Details)

Equity Interest (Details) - Nuance (Shanghai) Pharma Co Ltd $ in Millions	Jun. 09, 2021 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Transaction price	$ 40
Accounts receivable	25
Equity interest receivable	$ 15

Accrued expenses (Details)

Accrued expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Clinical trial and other development costs	$ 5,959	$ 752
Professional fees and general corporate costs	5,095	2,039
People related costs	3,964	794
Debt issuance costs	4,612	0
Total accrued expenses	$ 19,630	$ 3,585

Organization, Consolidation a_2

Organization, Consolidation and Presentation of Financial Statements (Details) - Ligand UK Development Limited - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Research and development	$ 6,300	$ 6,300
Selling, general and administrative expense	$ 15,000	$ 15,000

Debt (Details)

Debt (Details) - USD ($) $ in Thousands				6 Months Ended
	Jun. 28, 2024	May 09, 2024	Dec. 27, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Line of Credit Facility [Line Items]
Proceeds from Term Loans				$ 122,500	$ 9,996
Lender and third-party fees				$ 2,303	$ 0
Effective interest rate				20%
Debt issuance costs				$ 4,612		$ 0
Oaktree Fund Administration, LLC
Line of Credit Facility [Line Items]
Purchase price		$ 100,000
Percentage of global net sales		6.50%
Licensees		5%
Additional funding		$ 150,000
Multiple		1.75
Multiple before year one		1.20
Multiple after year one, before year two		1.40
Multiple after year two, before year three		1.55
Multiple after year three		1.75
2023 Term Loan | Secured Debt
Line of Credit Facility [Line Items]
Debt instrument, face amount			$ 400,000
Debt instrument, fee amount		$ 2,300
Principal outstanding		52,300
Interest expense		100
2023 Term A Loan | Secured Debt
Line of Credit Facility [Line Items]
Proceeds from Term Loans			$ 50,000
Net proceeds		$ 1,100
2024 Term Loan
Line of Credit Facility [Line Items]
Effective interest rate				13%
2024 Term Loan | Line of Credit
Line of Credit Facility [Line Items]
Exit fee percentage		2.50%
2024 Term Loan | Line of Credit | Minimum
Line of Credit Facility [Line Items]
Minimum american depository shares value		$ 1,000,000
2024 Term Loan | Line of Credit | Debt Instrument Interest Rate, Period One | Base Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate		11%
2024 Term Loan | Secured Debt
Line of Credit Facility [Line Items]
Debt instrument, face amount		$ 400,000
Net proceeds		52,800
Lender and third-party fees		$ 1,100
Debt default stated percentage		2%
Prepayment cost		$ 5,000
Denomination multiple		$ 1,000
Multiple of aggregate principle amount		1.25
2024 Term Loan | Secured Debt | Debt Prepayment Period One
Line of Credit Facility [Line Items]
Early repayment penalty		7%
2024 Term Loan | Secured Debt | Debt Prepayment Period Two
Line of Credit Facility [Line Items]
Early repayment penalty		5%
2024 Term Loan | Secured Debt | Debt Prepayment Period Four
Line of Credit Facility [Line Items]
Early repayment penalty		1%
2024 Term A Loan | Secured Debt
Line of Credit Facility [Line Items]
Proceeds from Term Loans		$ 55,000
Net proceeds		52,400
2024 Term B | Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity		70,000
2024 Term B | Secured Debt
Line of Credit Facility [Line Items]
Proceeds from Term Loans	$ 70,000
Net proceeds	68,600
issuance discount	$ 1,400
2024 Term C | Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity		75,000
2024 Term D | Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity		100,000
2024 Term E Loan | Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 100,000
Issuance discount		2%

Share based compensation - Shar

Share based compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 15,594	$ 5,074	$ 19,852	$ 9,364
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	3,664	1,123	4,680	2,226
Selling, general and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 11,930	$ 3,951	$ 15,172	$ 7,138

Share based compensation - Sh_2

Share based compensation - Share Option Activity (Details) - shares	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024
Number of share options outstanding
Beginning balance outstanding	26,020,200	24,689,624
Granted	7,924,000	2,432,000
Forfeited	(72,000)	(64,000)
Exercised (in shares)		(1,037,424)
Expired (in shares)	(160,000)
Ending balance outstanding	33,712,200	26,020,200

Share based compensation - RSU

Share based compensation - RSU Activity (Details) - shares	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024
Restricted Stock Units
RSU Activity
Outstanding, beginning balance	15,143,664	19,502,624
Forfeited		(1,752)
Vested	(2,045,384)	(4,357,208)
Outstanding, ending balance	13,098,280	15,143,664
Performance restricted stock units (PRSUs)
RSU Activity
Outstanding, beginning balance	10,724,896	10,730,144
Forfeited		(5,248)
Outstanding, ending balance	10,724,896	10,724,896

Share based compensation - Narr

Share based compensation - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 15,594	$ 5,074	$ 19,852	$ 9,364
Performance restricted stock units (PRSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			9,900
Cost related to share options and PRSUs granted but not yet recognized	$ 7,900		$ 7,900
Expected period for recognition			1 year

Capitalization and net loss p_3

Capitalization and net loss per share - Computation (Details) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares	Mar. 31, 2024 USD ($)	Jun. 30, 2023 USD ($) $ / shares shares	Mar. 31, 2023 USD ($)	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares
Earnings Per Share [Abstract]
Number of ordinary shares per ADS	8				8
Numerator:
Net loss | $	$ (70,835)	$ (25,794)	$ (8,807)	$ (16,743)	$ (96,629)	$ (25,550)
Denominator:
Weighted-average shares outstanding, basic (in shares)	648,217,000		634,469,000		646,959,000	627,996,000
Weighted-average shares outstanding, diluted (in shares)	648,217,000		634,469,000		646,959,000	627,996,000
Net loss per share, basic (in dollars per share) | $ / shares	$ (0.11)		$ (0.01)		$ (0.15)	$ (0.04)
Net loss per share, diluted (in dollars per share) | $ / shares	$ (0.11)		$ (0.01)		$ (0.15)	$ (0.04)
Antidilutive securities excluded from computation of loss per share (in shares)	57,500,000		48,500,000		57,500,000	48,500,000