UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Verona Pharma plc
|
| (Name of Issuer) |
Ordinary shares, nominal value £0.05 per share |
|
| (Title of Class of Securities) |
925050106 |
|
| (CUSIP Number) |
|
| July 3, 2024 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 925050106 | SCHEDULE 13G | Page 2 of 9 Pages |
| | | | | |
| 1 | NAME OF REPORTING PERSONS Deep Track Capital, LP |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 32,932,392 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 32,932,392 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,932,392* |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.08% |
| 12 | TYPE OF REPORTING PERSON IA, OO |
*Deep Track Capital LP, Deep Track Biotechnology Master Fund Ltd and David Kroin, together as the Reporting Persons’, beneficially owns an aggregate of 32,932,392 ordinary shares of Verona Pharma plc, consisting of 4,116,549 American Depositary Shares, each of which represents, and at the holder's option is convertible into, eight ordinary shares
| CUSIP No. 925050106 | SCHEDULE 13G | Page 3 of 9 Pages |
| | | | | |
| 1 | NAME OF REPORTING PERSONS Deep Track Biotechnology Master Fund, Ltd. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 32,932,392 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 32,932,392 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,932,392* |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.08% |
| 12 | TYPE OF REPORTING PERSON CO |
*Deep Track Capital LP, Deep Track Biotechnology Master Fund Ltd and David Kroin, together as the Reporting Persons’, beneficially owns an aggregate of 32,932,392 ordinary shares of Verona Pharma plc, consisting of 4,116,549 American Depositary Shares, each of which represents, and at the holder's option is convertible into, eight ordinary shares
| CUSIP No. 925050106 | SCHEDULE 13G | Page 4 of 9 Pages |
| | | | | |
| 1 | NAME OF REPORTING PERSONS David Kroin |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 32,932,392 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 32,932,392 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,932,392* |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.08% |
| 12 | TYPE OF REPORTING PERSON IN, HC |
*Deep Track Capital LP, Deep Track Biotechnology Master Fund Ltd and David Kroin, together as the Reporting Persons’, beneficially owns an aggregate of 32,932,392 ordinary shares of Verona Pharma plc, consisting of 4,116,549 American Depositary Shares, each of which represents, and at the holder's option is convertible into, eight ordinary shares
| CUSIP No. 925050106 | SCHEDULE 13G | Page 5 of 9 Pages |
| Item 1. | | (a) Name of Issuer |
Verona Pharma plc
| Item 1. | | (b) Address of Issuer’s Principal Executive Offices |
3 More London Riverside
London SE1 2RE United Kingdom
| Item 2. | | (a) Names of Persons Filing: |
(i) Deep Track Capital, LP
(ii) Deep Track Biotechnology Master Fund, Ltd.
(iii) David Kroin
| Item 2. | | ( b) Address of Principal Business Office: |
(i) 200 Greenwich Ave, 3rd Floor, Greenwich, CT 06830
(ii) c/o Walkers Corporate Limited, 190 Elgin Ave, George Town, KY1-9001, Cayman Islands
(iii) c/o Deep Track Capital, LP, 200 Greenwich Ave, 3rd Floor, Greenwich, CT 06830
(i) Delaware
(ii) Cayman Islands
(iii) United States
| Item 2. | | (d) Title of Class of Securities |
Ordinary shares, nominal value £0.05 per share (the “ordinary shares”)
925050106
| CUSIP No. 925050106 | SCHEDULE 13G | Page 6 of 9 Pages |
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| | (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| |
| | (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| |
| | (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| |
| | (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| |
| | (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| |
| | (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| |
| | (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| |
| | (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| |
| | (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| |
| | (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
|
| |
| | (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
| | | | |
| CUSIP No. 925050106 | SCHEDULE 13G | Page 7 of 9 Pages |
Item 4. Ownership
Information with respect to the Reporting Persons' ownership of the ordinary shares as of July 12, 2024, is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person.
The amount beneficially owned by each Reporting Person is determined based on 648,654,174 ordinary shares.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Deep Track Capital, LP is the relevant entity for which David Kroin may be considered a control person.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 925050106 | SCHEDULE 13G | Page 8 of 9 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 12, 2024
| | Deep Track Capital, LP |
| | | | |
| | By: | /s/ David Kroin |
| | | David Kroin, Managing Member of the General Partner of the Investment Adviser |
| | | | |
| | Deep Track Biotechnology Master Fund, Ltd. |
| | | | |
| | By: | /s/ David Kroin |
| | | David Kroin, Director |
|
|
| | | | |
| | David Kroin |
| | | | |
| | By: | /s/ David Kroin |
| | | David Kroin |
| | | | |
| CUSIP No. 925050106 | SCHEDULE 13G | Page 9 of 9 Pages |
Exhibit I
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: July 12, 2024
|
| | Deep Track Capital, LP |
| | | | |
| | By: | /s/ David Kroin |
| | | David Kroin, Managing Member of the General Partner of the Investment Adviser |
| | | | |
| | Deep Track Biotechnology Master Fund, Ltd. |
| | | | |
| | By: | /s/ David Kroin |
| | | David Kroin, Director |
|
|
| | | | |
| | David Kroin |
| | | | |
| | By: | /s/ David Kroin |
| | | David Kroin |
| | | | |
