UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



______________________________________________________________________



Form 20-F/A



Amendment
No. 1



______________________________________________________________________



(Mark
One)

|  |                                                                                           
|- | ------------------------------------------------------------------------------------------
| ̈ | REGISTRATION
    STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT

OF
1934

OR

|  |                                                                                         
|- | ----------------------------------------------------------------------------------------
|x | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the fiscal year ended December 31, 2019

OR

|  |                                                                                             
|- | --------------------------------------------------------------------------------------------
| ̈ | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the transition period from to

OR

|  |                                                                                                
|- | -----------------------------------------------------------------------------------------------
| ̈ | SHELL
    COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date
of event requiring this shell company report

Commission
file number 001-38067



VERONA
PHARMA PLC



(EXACT NAME OF REGISTRANT AS SPECIFIED
IN ITS CHARTER)



Not
Applicable

(Translation of Registrant's Name into
English)



United
Kingdom

(Jurisdiction
of incorporation or organization)



3 More London Riverside

London SE1 2RE

United Kingdom

(Address of principal executive offices)



David
Zaccardelli

Chief Executive Officer

Verona Pharma plc

3 More London Riverside

London SE1 2RE

United Kingdom

Tel: +44 303 283 4200



(Name, Telephone, E-mail and/or Facsimile
number and Address of Company Contact Person)



Securities
registered or to be registered pursuant to Section 12(b) of the Act:



|Title of each class                                                                                            | Trading symbol(s) | Name of each exchange on which registered         
|-------------------------------------------------------------------------------------------------------------- | ----------------- | --------------------------------------------------
|American Depositary Shares,
        each representing 8 ordinary shares,
        nominal value £0.05 per share | VRNA              | The Nasdaq Stock Market LLC (Nasdaq Global Market)



Securities
registered or to be registered pursuant to Section 12(g) of the Act: None

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate
the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period
covered by the annual report.



Ordinary
shares, nominal value £0.05 per share: 105,326,638 as of December 31, 2019



Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ̈Yes x No

If this report
is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934.  ̈ Yes xNo

Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days xYes  ̈ No

Indicate by
check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). x Yes  ̈No

Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging
growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.

Large
accelerated filer  ̈ Accelerated filer ☒ Non-accelerated filer ☐ Emerging
growth company x

If an emerging
growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.  ̈



Indicate by
check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:



|U.S. GAAP  ̈ | International Financial Reporting Standards
        as issued
        by the International Accounting Standards
        Board x | Other  ̈
|----------- | ------------------------------------------------------------------------------------------------------------------------------- | -------



If “Other”
has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has
elected to follow.  ̈ Item 17  ̈
Item 18

If this is an
annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).  ̈ Yes x No



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TABLE
OF CONTENTS



|EXPLANATORY NOTE              | 2
|----------------------------- | -
|PART II                       | 3
|Item 16G Corporate Governance | 3
|PART III                      | 4
|Item 19 Exhibits              | 4
|SIGNATURES                    | 5



---





1







EXPLANATORY
NOTE



This
Amendment No. 1 on Form 20-F/A (this “Amendment”) amends the Annual Report on Form 20-F of Verona
Pharma plc (the “Company,” “Verona,” “we,” and “our”) for the year ended
December 31, 2019 (the “Original Filing”), which was filed with the Securities and Exchange Commission on
February 27, 2020.



The Company
is filing this Amendment solely for the purpose of updating the disclosure in Item 16G of Part II. In accordance with Rule 12b-15 promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 16G of Part II of the
Original Filing is hereby amended and restated in its entirety. In addition, pursuant to Rule 12b-15 under the Exchange
Act, the Company is including Item 19 of Part III with this Amendment solely to file the certifications required under Section 302
of the Sarbanes-Oxley Act of 2002.



Except as described
above or as otherwise expressly provided by the terms of this Amendment, no other changes have been made to the Original Filing.
Except as otherwise indicated herein, this Amendment continues to speak as of the date of the Original Filing, and the Company
has not updated the disclosures contained therein to reflect any events that occurred subsequent to the date of the Original Filing.





2







PART II



ITEM
16G: CORPORATE GOVERNANCE



As
a “foreign private issuer,” as defined by the SEC, we are permitted to follow home country corporate governance practices,
instead of certain corporate governance practices required by Nasdaq for domestic issuers, with certain exceptions. While we voluntarily
follow most Nasdaq corporate governance rules, we follow U.K. corporate governance practices in lieu of Nasdaq corporate governance
rules as follows:



|• | We do not follow Nasdaq Rule 5620(c) regarding quorum requirements applicable to meetings of shareholders. Such quorum requirements are not required under English law. In accordance with generally accepted business practice, our articles of association provide alternative quorum requirements that are generally applicable to meetings of shareholders.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|• | We do not follow Nasdaq Rule 5605(b)(2), which requires that independent directors regularly meet in executive session, where only independent directors are present. Our independent directors may choose to meet in executive session at their discretion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | We do not intend to follow Nasdaq Rule 5635(c), which requires
        shareholder approval for the establishment of or any material amendments to equity compensation or purchase plans or other equity
        compensation arrangements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|• | We do not intend to follow Nasdaq Rule 5635(d), which requires
        shareholder approval in order to enter into any transaction, other than a public offering, involving the sale, issuance or potential
        issuance by the Company of ordinary shares (or securities convertible into or exercisable for ordinary shares) equal to 20% or
        more of the outstanding share capital of the Company or 20% or more of the voting power outstanding before the issuance for less
        than the greater of book or market value of the ordinary shares. We will follow English law with respect to any requirement to
        obtain shareholder approval in connection with any private placements of equity securities.





3







PART III



ITEM 19: EXHIBITS



|               |                                                                   |      | Incorporated
        by Reference to Filings Indicated
|-------------- | ----------------------------------------------------------------- | ---- | ------------------------------------------------------
|Exhibit Number | Exhibit Description                                               | Form | File No.                                              
|               |                                                                   |      |                                                       
|12.1           | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |      |                                                       
|               |                                                                   |      |                                                       
|12.2           | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |      |                                                       



*            Filed
herewith.





4







SIGNATURES



The registrant hereby certifies that it
meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this
Amendment No. 1 to the annual report on its behalf.



| | VERONA PHARMA PLC                
| | ---------------------------------
| | By:                              
| | Name: David Zaccardelli, Pharm. D
| | Title: Chief Executive Officer   



Date:
July 16, 2020





5