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Verona Pharma enters into Debt Facility of up to $400 Million with Oxford Finance and Hercules Capital

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Verona Pharma plc (Nasdaq: VRNA) strengthens financial flexibility with a $400 million debt financing facility provided by Oxford Finance LLC and Hercules Capital, Inc. The facility will support the planned commercial launch of ensifentrine, Verona Pharma’s first-in-class product candidate, under review by the US Food and Drug Administration for the maintenance treatment of chronic obstructive pulmonary disease (COPD).
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The arrangement of a $400 million debt financing facility for Verona Pharma is a significant strategic move, indicating a robust vote of confidence from Oxford Finance LLC and Hercules Capital, Inc. This capital infusion is poised to bolster the company's financial position, offering the liquidity necessary to navigate the commercialization phase of ensifentrine, pending FDA approval. The phased access to funds, contingent upon regulatory milestones and sales achievements, underscores a tailored approach to financing that aligns with the company's growth trajectory and operational needs.

From a financial perspective, the interest-only payment term for the initial 53 months provides Verona Pharma with a cash flow advantage, allowing the company to allocate resources towards its core activities without the immediate burden of principal repayment. This structure, however, transitions into an accelerated repayment schedule over the following 7 months, which will necessitate careful financial planning to ensure sustainability beyond the interest-only period.

The discharge of the existing $150 million debt facility with Oxford, replaced by this larger and more flexible arrangement, reflects an evolution of the company's financing strategy, likely driven by the anticipated commercial potential of ensifentrine. The financial maneuvering should be monitored closely by investors as it may impact the company's leverage and liquidity ratios, which are essential indicators of financial health in the biopharmaceutical industry.

The COPD treatment market is a substantial one, with a global prevalence that necessitates ongoing investment in novel therapies. Verona Pharma's ensifentrine represents a potential new entrant into this competitive space and its commercial launch could disrupt existing treatment paradigms. Market reception to new treatments in this domain is critical and the sales milestones set as conditions for further tranches of the debt facility signify the high expectations placed on ensifentrine's market performance.

Given the underserved patient population and the demand for more effective COPD management solutions, ensifentrine's approval could meet a significant unmet medical need. The market's response to the drug's efficacy, safety profile and cost will be pivotal in determining Verona Pharma's financial returns and ability to meet the set sales milestones. Market analysts should observe the positioning of ensifentrine within the treatment landscape, its adoption by healthcare providers and the competitive responses from other pharmaceutical companies with established COPD treatments.

Additionally, the PDUFA target action date offers a clear timeline for potential market entry, which is valuable information for stakeholders to assess the near-term commercial prospects and plan accordingly. The strategic partnership with experienced lenders like Oxford and Hercules also suggests a level of due diligence and confidence in Verona Pharma's business model and market strategy.

Ensifentrine's status as a first-in-class product candidate for COPD maintenance treatment highlights its potential to offer a novel mechanism of action in a therapeutic area with a high burden of disease. The anticipation of FDA approval, as evidenced by the structured debt facility, suggests confidence in the clinical data supporting ensifentrine's efficacy and safety. The medical community will be keen to scrutinize the final data from clinical trials to understand how ensifentrine compares to existing therapies in terms of improving lung function, reducing exacerbations and enhancing patient quality of life.

The planned commercial launch, should approval be granted, will also be a critical period for gathering real-world evidence on the drug's performance. This data will not only inform prescribing practices but also potentially influence subsequent tranches of financing linked to sales milestones. Medical research analysts will play an essential role in interpreting clinical trial outcomes and post-marketing study results to provide context for the drug's impact on patient care and its potential to drive sustainable revenue growth for Verona Pharma.

Strengthens financial flexibility to support the Company’s continued growth

LONDON and RALEIGH, N.C., Jan. 02, 2024 (GLOBE NEWSWIRE) -- Verona Pharma plc (Nasdaq: VRNA) (“Verona Pharma”), announces it and its wholly-owned subsidiary, Verona Pharma, Inc. (the “Company”), have entered into a debt financing facility (“debt facility”) providing the Company with access to up to $400 million from funds managed by Oxford Finance LLC (“Oxford”) and Hercules Capital, Inc. (NYSE: HTGC) (“Hercules”) (collectively, the “Lenders”). The debt facility provides non-dilutive capital and further financial flexibility to support Verona Pharma’s continued growth, including the planned commercial launch of ensifentrine, Verona Pharma’s first-in-class product candidate, which is under review by the US Food and Drug Administration for the maintenance treatment of chronic obstructive pulmonary disease (“COPD”). The debt facility replaces the existing facility of up to $150 million with an affiliate of Oxford.

Under the terms of the debt facility, the Company drew $50 million at closing, and may draw, subject to certain conditions precedent, an additional $100 million upon approval of ensifentrine, $150 million in two separate tranches upon achievement of certain net sales milestones and, subject to the approval of the Lenders, $100 million to support strategic initiatives. Verona Pharma will pay only interest on the outstanding loans under the debt facility for the first 53 months with the outstanding principal of the loans under the debt facility amortized over the subsequent 7 months. The $20 million drawn and fees and associated costs due to Oxford on the discharge of the existing debt facility will be paid to Oxford on closing of the debt facility.

“We are pleased to have secured access to this expanded and flexible facility with Oxford, who has trusted us with debt finance over the past year, and having Hercules join as an additional financing partner. This new facility, along with our existing cash, which was $257.4 million at September 30, 2023, provides us with additional financial flexibility to support Verona Pharma’s continued growth, including the planned launch of ensifentrine in the US, if approved,” said David Zaccardelli, Pharm. D., President and Chief Executive Officer. “We look forward to the Prescription Drug User Fee Act (“PDUFA”) target action date of June 26, 2024.”

“We are thrilled to announce our expanded financial support for our existing client, Verona Pharma,” said Adam K. Soller, Managing Director at Oxford. “As we anticipate their first potential approval of the company’s lead product candidate, ensifentrine, for the maintenance treatment of patients with COPD, our increased loan facility underscores our commitment to advancing ground-breaking solutions for respiratory health.”

“We are excited to collaborate with Verona Pharma as they take the next step in their important mission of bringing a novel treatment to COPD patients worldwide,” said Michael McMahon, Director of Healthcare and Life Sciences with Hercules. “Verona Pharma has many of the underpinnings Hercules looks for when partnering with companies: the combination of an experienced team, a novel, efficacious treatment and, most importantly, the potential to address a large, underserved patient population,” added Kristen Kosofsky, Senior Managing Director of Healthcare and Life Sciences with Hercules.

For further information please contact:

Verona Pharma plcUS Tel: +1-833-417-0262
UK Tel: +44 (0)203 283 4200
Victoria Stewart, Senior Director of Investor Relations and CommunicationsIR@veronapharma.com
Argot Partners
US Investor Enquiries
Tel: +1-212-600-1902
verona@argotpartners.com
Ten Bridge Communications
International / US Media Enquiries
Tel: +1-312-523-5016
tbcverona@tenbridgecommunications.com
Leslie Humbel 

About Verona Pharma

Verona Pharma is a clinical-stage biopharmaceutical company focused on developing and commercializing innovative therapies for the treatment of chronic respiratory diseases with significant unmet medical needs. If successfully developed and approved, Verona Pharma’s product candidate, ensifentrine, has the potential to become the first non-steroidal therapy for the treatment of respiratory diseases that combines bronchodilator and anti-inflammatory activities in one molecule. The Company has evaluated nebulized ensifentrine in its Phase 3 clinical program ENHANCE (“Ensifentrine as a Novel inHAled Nebulized COPD thErapy”) for COPD maintenance treatment. Ensifentrine met the primary endpoint in both ENHANCE-1 and ENHANCE-2 trials demonstrating statistically significant and clinically meaningful improvements in lung function. In addition, ensifentrine substantially reduced the rate and risk of COPD exacerbations in pooled analysis from ENHANCE-1 and ENHANCE-2. In the third quarter of 2023, the US Food and Drug Administration accepted for review the Company’s NDA for ensifentrine for the maintenance treatment of patients with COPD and assigned a PDUFA target action date of June 26, 2024. Two additional formulations of ensifentrine have been evaluated in Phase 2 trials for the treatment of COPD: dry powder inhaler (“DPI”) and pressurized metered-dose inhaler (“pMDI”). Ensifentrine has potential applications in cystic fibrosis, non-cystic fibrosis bronchiectasis, asthma and other respiratory diseases. For more information, please visit www.veronapharma.com

About Oxford Finance LLC

Oxford Finance LLC is a specialty finance firm providing senior secured loans to public and private life sciences and healthcare services companies worldwide. For over 20 years, Oxford has delivered flexible financing solutions to over 700 companies, allowing borrowers to maximize their equity by leveraging their assets. Since 2002, Oxford has originated more than $11 billion in loans. Oxford is headquartered in Alexandria, Virginia, with additional offices serving the greater San Diego, San Francisco, Boston and New York City metropolitan areas. For more information, visit https://oxfordfinance.com.

About Hercules Capital, Inc.

Hercules Capital, Inc. (NYSE: HTGC) is the leading and largest specialty finance company focused on providing senior secured venture growth loans to high-growth, innovative venture capital-backed companies in a broad variety of technology, life sciences and sustainable and renewable technology industries. Since inception (December 2003), Hercules has committed more than $18 billion to over 640 companies and is the lender of choice for entrepreneurs and venture capital firms seeking growth capital financing. Companies interested in learning more about financing opportunities should contact info@htgc.com, or call 650.289.3060.

Forward-Looking Statements

This press release contains forward-looking statements. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding the debt facility providing non-dilutive capital and further financial flexibility to support Verona Pharma’s continued growth, including the planned commercial launch of ensifentrine, statements regarding the future availability of future draws under the debt facility, the potential for ensifentrine to be the first therapy for the treatment of respiratory diseases to combine bronchodilator and non-steroidal anti-inflammatory benefits in one compound, and the potential of ensifentrine in the treatment of cystic fibrosis, non-cystic fibrosis bronchiectasis, asthma and other respiratory diseases, as well as the potential of the DPI and pMDI formulations of ensifentrine.

These forward-looking statements are based on management's current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from our expectations expressed or implied by the forward-looking statements, including, but not limited to, the following: our limited operating history; our need for additional funding to complete development and commercialization of ensifentrine, which may not be available and which may force us to delay, reduce or eliminate our development or commercialization efforts; the reliance of our business on the success of ensifentrine, our only product candidate under development; economic, political, regulatory and other risks involved with international operations; the lengthy and expensive process of clinical drug development, which has an uncertain outcome; serious adverse, undesirable or unacceptable side effects associated with ensifentrine, which could adversely affect our ability to develop or commercialize ensifentrine; we may not be successful in developing ensifentrine for multiple indications; our ability to obtain approval for and commercialize ensifentrine in multiple major pharmaceutical markets; misconduct or other improper activities by our employees, consultants, principal investigators, third-party service providers and licensees; our inability to realize the anticipated benefits under licenses granted by us to third parties to develop and commercialize ensifentrine, our future growth and ability to compete depends on retaining our key personnel and recruiting additional qualified personnel; material differences between our “top-line” data and final data; our reliance on third parties, including clinical research organizations, clinical investigators, manufacturers and suppliers, and the risks related to these parties’ ability to successfully develop and commercialize ensifentrine; lawsuits related to patents covering ensifentrine and the potential for our patents to be found invalid or unenforceable; lawsuits related to our licensing of patents and know-how with third parties for the development and commercialization of ensifentrine; changes in our tax rates, unavailability of certain tax credits or reliefs or exposure to additional tax liabilities or assessments could affect our profitability, and audits by tax authorities could result in additional tax payments for prior periods; and our vulnerability to natural disasters, global economic factors, geo-political actions and unexpected events, including health epidemics or pandemics like the COVID-19 pandemic, and conflicts such as the Russia-Ukraine conflict, which has and may continue to adversely impact our business. These and other important factors under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, as updated in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023 and our other reports filed with the SEC, could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management's estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.


FAQ

What is the debt financing facility amount secured by Verona Pharma?

Verona Pharma secured a $400 million debt financing facility.

What is the ticker symbol for Verona Pharma?

The ticker symbol for Verona Pharma is VRNA.

What is ensifentrine?

Ensifentrine is Verona Pharma’s first-in-class product candidate under review by the US FDA for the maintenance treatment of COPD.

Who are the financing partners for Verona Pharma's debt facility?

The financing partners for Verona Pharma's debt facility are Oxford Finance LLC and Hercules Capital, Inc.

What is Verona Pharma's existing cash position as of September 30, 2023?

Verona Pharma's existing cash position as of September 30, 2023, was $257.4 million.

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