---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-059109"
form_type: "8-K"
ticker: null
cik: "0001657312"
company_name: "Verona Pharma plc"
filed_at: "2024-05-09T23:59:59+00:00"
generated_at: "2026-06-02T06:12:36.434580+00:00"
event_type: "debt"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Verona Pharma secures up to $650M strategic financing from Oaktree and OMERS for ensifentrine launch

## Summary
- Debt facility of $400M in five tranches; $55M drawn at close, $70M upon FDA approval, $175M on sales milestones, $100M discretionary.
- Revenue interest agreement (RIPSA) up to $250M; $100M upon FDA approval, $150M on sales milestones; capped at 1.75x funded amount.
- Debt interest 11% p.a., interest-only quarterly, maturity May 2029; exit fee 2.5%; prepayment fees 1-7%.
- Proceeds used to repay $50M prior loan to Oxford/Hercules and for general working capital.
- Existing cash of $255M plus new funding extends cash runway beyond 2026.

## SEC filing metadata
- accession: 0001104659-24-059109
- form_type: 8-K
- cik: 0001657312
- company_name: Verona Pharma plc
- filed_at: 2024-05-09T23:59:59+00:00
- event_type: debt
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 1.02, 2.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1657312/000110465924059109/0001104659-24-059109-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1657312/000110465924059109/tm2413907d2_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-059109
- JSON: https://secwatch.observer/filing/0001104659-24-059109.json
- Plain text: https://secwatch.observer/filing/0001104659-24-059109.txt

## Key facts
- Material Agreements
  Verona Pharma plc entered into Credit Agreement with Oaktree Capital Management, L.P. and OCM Life Sciences Portfolio LP valued at up to $400.0 million (effective 2024-05-09).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Oaktree Capital Management, L.P. and OCM Life Sciences Portfolio LP
  - Value: up to $400.0 million
  - Effective: 2024-05-09
  source text: On May 9, 2024 (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 $55.0 million to be funded on the Effective Date (the “Tranche A Term Loan”), a term loan advance to be borrowed within eight business days after the occurrence of certain terms and conditions in an aggregate amount of $70.0 million (the “Tranche B Term Loan”), a term loan advance available subject to certain terms and conditions in an aggregate amount of $75.0 million (the “Tranche C Term Loan”), a term loan advance available subject to certain terms and conditions in an aggregate amount of $100.0 million (the “Tranche D Term 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 up to $100.0 million (the “Tranche E Ter
  evidence_url: https://www.sec.gov/Archives/edgar/data/1657312/000110465924059109/0001104659-24-059109-index.htm

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