6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 6-K

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REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2020

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Commission File Number: 001-38067

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Verona Pharma plc

(Translation of registrant's name into English)

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3 More London Riverside

London SE1 2RE UK

+44 203 283 4200

(Address of principal executive office)

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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On April 8, 2020, Verona Pharma plc issued a press release (the "Update on AGM Procedure") reporting changes to procedures for the Company's Annual General Meeting to be held on April 16, 2020, in response to the UK Government's present restrictions on public gatherings of more than two people.

The Update on AGM Procedure is furnished herewith as Exhibit 1.1 to this Report on Form 6-K.

EXHIBIT INDEX

Exhibit No.	Description
1.1	Update on AGM Procedure

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VERONA PHARMA PLC
Date: April 14, 2020		By:	/s/ Claire Poll
			Name:	Claire Poll
			Title:	Legal Counsel

EX-1.1

Update on AGM Procedure April 8, 2020, LONDON – Verona Pharma plc (AIM: VRP) (Nasdaq: VRNA) (“Verona Pharma” or the “Company”), a clinical-stage biopharmaceutical company focused on developing and commercializing innovative therapies for respiratory diseases, provides an update on its upcoming Annual General Meeting (“AGM”), scheduled to be held at the offices of Shakespeare Martineau at 60 Gracechurch Street, London EC3V 0HR, United Kingdom at 10.30 a.m. on April 16, 2020. The Company currently plans to hold its AGM as scheduled, however given the UK Government’s present restrictions on public gatherings of more than two people, the Board requests shareholders to vote by proxy rather than attend the AGM in person. Any shareholders seeking to attend the AGM in person will be refused entry. By way of reminder, the deadline for delivery of completed proxy forms by holders of the Company’s ordinary shares is 10.30 a.m. on April 14, 2020. The equivalent deadline for proxy voting by holders of the Company’s American Depository Shares is 10 a.m. on April 9, 2020. Verona Pharma continues to review the UK Government’s restrictions and recommends that shareholders monitor the Company's website and announcements for any updates in relation to the AGM. In the event that its AGM arrangements have to change, the Company will issue a further communication via a regulatory information service. A copy of our AGM Notice and Annual Report are available on the Company’s website within the Investors section, www.veronapharma.com. -Ends- For further information, please contact: Verona Pharma plc Tel: +44 (0)20 3283 4200 Victoria Stewart, Director of Communications info@veronapharma.com N+1 Singer Tel: +44 (0)20 3283 4200 (Nominated Adviser and UK Broker) Aubrey Powell / George Tzimas / Iqra Amin (Corporate Finance) Tom Salvesen (Corporate Broking)