---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-000015"
form_type: "8-K"
ticker: null
cik: "0001657312"
company_name: "Verona Pharma plc"
filed_at: "2024-01-02T23:59:59+00:00"
generated_at: "2026-06-07T05:20:04.139069+00:00"
event_type: "debt"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Verona Pharma secures up to $400M debt facility for planned launch of ensifentrine

## Summary
- Drew $50M at closing; additional $100M available upon FDA approval of ensifentrine (PDUFA June 26, 2024).
- Up to $150M in two tranches subject to net sales milestones; $100M discretionary for strategic initiatives.
- 53-month interest-only period, then 7-month amortization; final payment fee 2.50%-3.50%.
- Replaces existing $150M facility with Oxford; $20M outstanding repaid plus prepayment costs.
- Non-dilutive capital to support commercial launch; lenders: Oxford Finance and Hercules Capital (HTGC).

## SEC filing metadata
- accession: 0001104659-24-000015
- form_type: 8-K
- cik: 0001657312
- company_name: Verona Pharma plc
- filed_at: 2024-01-02T23:59:59+00:00
- event_type: debt
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 1.02, 2.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1657312/000110465924000015/0001104659-24-000015-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1657312/000110465924000015/tm2333838d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-000015
- JSON: https://secwatch.observer/filing/0001104659-24-000015.json
- Plain text: https://secwatch.observer/filing/0001104659-24-000015.txt

## Key facts
- Debt Financings
  Verona Pharma plc incurred term loan of $400.0 million with Oxford Finance LLC and funds managed by Oxford and Hercules Capital, Inc. at (a) the greater of (i) the 1-Month CME Term SOFR reference rate...and (ii) 5.34% maturing December 1, 2028.
  - Instrument: term loan
  - Principal: $400.0 million
  - Counterparty: Oxford Finance LLC and funds managed by Oxford and Hercules Capital, Inc.
  - Rate: (a) the greater of (i) the 1-Month CME Term SOFR reference rate...and (ii) 5.34%
  - Maturity: December 1, 2028
  - Event: incurrence
  source text: On December 27, 2023 (the “Effective Date”), Verona Pharma, Inc. (the “Borrower”), a wholly-owned subsidiary of Verona Pharma plc (the “Company”), entered into a term loan facility of up to $400.0 million (the “Term Loan”), consisting of a term loan advance in an aggregate amount of $50.0 million funded on the Effective Date (the “Term A Loan”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1657312/000110465924000015/0001104659-24-000015-index.htm
- Material Agreements
  Verona Pharma plc entered into Loan Agreement with Oxford Finance LLC, as collateral agent, and funds managed by Oxford and Hercules Capital, Inc. valued at up to $400.0 million (effective 2023-12-27).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Oxford Finance LLC, as collateral agent, and funds managed by Oxford and Hercules Capital, Inc.
  - Value: up to $400.0 million
  - Effective: 2023-12-27
  source text: On December 27, 2023 (the “Effective Date”), Verona Pharma, Inc. (the “Borrower”), a wholly-owned subsidiary of Verona Pharma plc (the “Company”), entered into a term loan facility of up to $400.0 million (the “Term Loan”), consisting of a term loan advance in an aggregate amount of $50.0 million funded on the Effective Date (the “Term A Loan”), a term loan advance available subject to certain terms and conditions in an aggregate amount of $100.0 million (the “Term B Loan”), a term loan advance available subject to certain terms and conditions in an aggregate amount of $75.0 million (the “Term C Loan”), a term loan advance available subject to certain terms and conditions in an aggregate amount of $75.0 million (the “Term D Loan”) and a term loan advance available in the sole discretion of the lenders and subject to certain terms and conditions in an aggregate amount of $100.0 million (the “Term E Loan”), with Oxford Finance LLC, a Delaware limited liability company, as collateral agen
  evidence_url: https://www.sec.gov/Archives/edgar/data/1657312/000110465924000015/0001104659-24-000015-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.