SCHEDULE 13G/A: RA Capital Affiliates Maintain 7.1% Stake in Verona Pharma, File Amended 13G

RA Capital Management and its affiliates have filed an amended Schedule 13G, disclosing a continued beneficial ownership of 7.1% of Verona Pharma plc's Ordinary Shares as of March 31, 2025.

Summary

• RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (collectively, the "Reporting Persons") have filed an Amendment No. 6 to Schedule 13G regarding their beneficial ownership in Verona Pharma plc.
• As of March 31, 2025, the Reporting Persons collectively beneficially own 6,011,112 American Depository Shares (ADSs) of Verona Pharma plc, which represents 7.1% of the company's Ordinary Shares.
• Each ADS represents 8 Ordinary Shares, meaning the Fund directly holds 48,088,896 non-voting Ordinary Shares.
• These non-voting Ordinary Shares can be redesignated as Ordinary Shares at the holder's election, subject to a "Beneficial Ownership Blocker" that prevents redesignation if it would result in beneficial ownership exceeding 9.99% of the outstanding Ordinary Shares.
• RA Capital serves as the investment adviser for RA Capital Healthcare Fund, L.P. and has sole voting and dispositive power over the securities held by the Fund.
• Peter Kolchinsky and Rajeev Shah are controlling persons of RA Capital Management GP, LLC, the general partner of RA Capital.
• The percentage of class is calculated based on 632,885,126 outstanding Ordinary Shares as of March 11, 2025, plus the 48,088,896 non-voting Ordinary Shares held by the Fund.
• The Reporting Persons explicitly disclaim status as a "group" for Schedule 13G purposes, but have agreed to file jointly.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership, which is a routine regulatory filing. It does not contain information that would significantly alter the perceived value or risk of the company, though the continued holding by a specialized fund is a neutral to slightly positive signal.

Positives

• The continued significant holding by RA Capital Management, a specialized healthcare investment firm, may signal ongoing confidence in Verona Pharma plc's long-term prospects.

Risks

• The "Beneficial Ownership Blocker" limits the ability of the Reporting Persons to convert their non-voting Ordinary Shares into voting Ordinary Shares if it would result in their beneficial ownership exceeding 9.99% of the outstanding shares, potentially restricting their influence or control.

Future Outlook

This filing is a disclosure of beneficial ownership and does not contain any forward-looking statements or guidance regarding Verona Pharma plc's business operations or financial performance.

Industry Context

This filing represents a routine disclosure of a significant institutional investment in a publicly traded biotechnology or pharmaceutical company. RA Capital Management is a prominent investment firm specializing in the healthcare sector, and their continued holding in Verona Pharma plc aligns with their investment focus.

Stakeholder Impact

• Shareholders: Provides transparency on significant institutional holdings, confirming a major investor's continued stake in the company.

Key Dates

Keywords

Verona Pharma, RA Capital Management, Schedule 13G, beneficial ownership, institutional investor, healthcare fund, ordinary shares, ADSs, SEC filing, investment adviser