Centessa Pharmaceuticals Announces Pricing of $250,000,000 Public Offering of American Depositary Shares

Rhea-AI Summary

Centessa Pharmaceuticals (Nasdaq: CNTA) priced an underwritten public offering of 11,627,907 ADSs at $21.50 per ADS, generating approximately $250 million in gross proceeds before underwriting discounts, commissions and offering expenses. The company granted underwriters a 30-day option for up to 1,744,186 additional ADSs. The offering is expected to close on or about November 14, 2025, subject to customary closing conditions. The ADSs are being offered under a Form S-3 registration statement filed on September 11, 2024. Jefferies, Leerink Partners, Evercore ISI and Guggenheim Securities are joint book-running managers.

Positive

• Gross proceeds of approximately $250 million
• 11,627,907 ADSs priced at $21.50 per ADS
• 30-day overallotment option for 1,744,186 ADSs
• Offering structured under effective Form S-3 registration

Negative

• Issuance of 11,627,907 ADSs will dilute existing shareholders
• Gross proceeds stated before underwriting discounts and commissions
• Overallotment option equals ~15% of the base offering

Insights

Equity Capital Markets Expert

Centessa priced a $250 million ADS offering at $21.50 per ADS to raise liquidity; closing expected on Nov 14, 2025.

The company is issuing 11,627,907 ADSs at $21.50 each for aggregate gross proceeds of approximately $250,000,000. The deal is underwritten with a 30‑day option for an additional 1,744,186 ADSs. All shares are primary (sold by the company), so proceeds flow to the corporate treasury rather than existing holders.

Key dependencies and risks include timing and exercise of the underwriters' option and customary closing conditions; underwriting fees and offering expenses will reduce net proceeds. Watch the expected close on Nov 14, 2025, the underwriters' exercise of the overallotment within 30 days, and any filed final prospectus for exact fees and net proceeds. Near-term balance sheet liquidity will increase if the offering closes as planned.

BOSTON and LONDON, Nov. 11, 2025 (GLOBE NEWSWIRE) -- Centessa Pharmaceuticals plc (Nasdaq: CNTA), a clinical-stage pharmaceutical company, today announced the pricing of an underwritten public offering of 11,627,907 American Depositary Shares (“ADSs”), each representing one ordinary share, at a price to the public of $21.50 per ADS. The aggregate gross proceeds to Centessa from this offering are expected to be approximately $250 million, before deducting underwriting discounts and commissions and offering expenses payable by Centessa. All ADSs sold in the offering were offered by Centessa. The offering is expected to close on or about November 14, 2025, subject to customary closing conditions. Centessa has also granted the underwriters a 30-day option to purchase up to an additional 1,744,186 ADSs at the public offering price, less underwriting discounts and commissions.

Jefferies, Leerink Partners, Evercore ISI and Guggenheim Securities are acting as joint book-running managers for the offering. Oppenheimer & Co., Truist Securities and LifeSci Capital are acting as co-lead managers.

The ADSs are being offered pursuant to a registration statement on Form S-3 that was filed with the Securities and Exchange Commission (“SEC”) on September 11, 2024 and became automatically effective upon filing. A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed, and a final prospectus supplement and accompanying prospectus related to the offering will be filed, with the SEC and are available on the SEC’s website located at http://www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering, when available, may be obtained from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, or by telephone at (877) 821-7388, or by e-mail at Prospectus_Department@Jefferies.com; or Leerink Partners LLC, Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, telephone: (800) 808-7525 ext. 6105, email: syndicate@leerink.com; or Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, telephone: (888) 474-0200, email: ecm.prospectus@evercore.com; or Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, telephone: at (212) 518-9544, or by emailing GSEquityProspectusDelivery@guggenheimpartners.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Centessa Pharmaceuticals
Centessa Pharmaceuticals plc is a clinical-stage pharmaceutical company with a mission to discover, develop and ultimately deliver medicines that are transformational for patients. We are pioneering a new class of potential therapies within our orexin receptor 2 (OX2R) agonist program for the treatment of excessive daytime sleepiness (EDS), impaired attention, cognitive deficits, fatigue and other symptoms across neurological, neurodegenerative and neuropsychiatric disorders.

Forward Looking Statements
This press release contains forward-looking statements. Any such statements in this press release that are not statements of historical fact may be deemed to be forward-looking statements, including those relating to Centessa’s expectations with respect to the completion and timing of the public offering. Any forward-looking statements in this press release are based on our current expectations, estimates and projections only as of the date of this release and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties related to completion of the proposed public offering and the satisfaction of customary closing conditions related to the public offering. Risks concerning our programs and operations are described in additional detail in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and our other reports, which are on file with the U.S. Securities and Exchange Commission. We explicitly disclaim any obligation to update any forward-looking statements except to the extent required by law.

Contact:
Kristen K. Sheppard, Esq.
SVP of Investor Relations
investors@centessa.com

FAQ

What did Centessa (CNTA) price its ADS offering at on November 12, 2025?

Centessa priced 11,627,907 ADSs at $21.50 per ADS on the offering announced November 12, 2025.

How much gross capital will Centessa (CNTA) raise from the ADS offering?

The offering is expected to raise approximately $250 million in gross proceeds before fees and expenses.

When is the Centessa (CNTA) ADS offering expected to close?

The offering is expected to close on or about November 14, 2025, subject to customary closing conditions.

Does Centessa (CNTA) grant an overallotment option in the offering?

Yes; underwriters have a 30-day option to purchase up to 1,744,186 additional ADSs at the public offering price.

Were the ADSs in the Centessa (CNTA) offering primary shares or secondary sales?

All ADSs sold in the offering were offered by Centessa, indicating a primary issuance by the company.