Centessa Pharmaceuticals Announces Proposed Public Offering of American Depositary Shares

Rhea-AI Summary

Centessa Pharmaceuticals (Nasdaq: CNTA) on Nov 11, 2025 commenced an underwritten public offering of American Depositary Shares (each ADS representing one ordinary share). All ADSs are being offered by Centessa and the company intends to grant underwriters a 30-day option to purchase up to an additional 15% overallotment. The offering is subject to market and other conditions and there is no assurance it will be completed or as to final size or terms.

Jefferies, Leerink Partners, Evercore ISI and Guggenheim Securities are joint book-running managers; Oppenheimer, Truist Securities and LifeSci Capital are co-leads. The ADSs are offered under a Form S-3 registration statement filed Sep 11, 2024 that became automatically effective.

Positive

• Underwritten ADS offering commenced by Centessa on Nov 11, 2025
• 30-day 15% overallotment option granted to underwriters
• Form S-3 registration previously filed and effective (Sep 11, 2024)

Negative

• Potential dilution to existing CNTA shareholders from the offering
• Offering subject to market and other conditions; completion and terms uncertain

Insights

Equity Capital Markets Analyst

Centessa announced a public offering of ADSs, a potentially dilutive capital raise; watch size, pricing, and use of proceeds.

Centessa Pharmaceuticals commenced an underwritten offering of American Depositary Shares on Nov. 11, 2025. All ADSs are being sold by the company and the underwriters have a 30-day option to buy up to 15% more; the offering relies on a Form S-3 registration effective on September 11, 2024.

The business mechanism is straightforward: the company issues equity to raise cash, which increases shares outstanding and can dilute existing holders. Key dependencies include the final offering size, the per-ADS price, and declared use of proceeds; none of those figures appear in the announcement, so the immediate financial effect is undefined.

Monitor the preliminary prospectus supplement for the exact offering size, price range, and stated use of proceeds, and note the underwriters named for execution capability; timing and completion remain subject to market conditions and may resolve within days to weeks.

BOSTON and LONDON, Nov. 11, 2025 (GLOBE NEWSWIRE) -- Centessa Pharmaceuticals plc (Nasdaq: CNTA), a clinical-stage pharmaceutical company, today announced that it has commenced an underwritten public offering of American Depositary Shares (“ADSs”), each representing one ordinary share. All of the ADSs are being offered by Centessa. In addition, Centessa intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the ADSs offered in the public offering. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

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 with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Copies of the preliminary 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 regarding the completion, timing and size of the public offering and its expectations with respect to granting the underwriters a 30-day option to purchase additional ADSs. 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 on the anticipated terms, or at all, include, but are not limited to, market conditions and the satisfaction of customary closing conditions related to the proposed 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) announce on Nov 11, 2025 about ADSs?

Centessa announced it commenced an underwritten public offering of ADSs, each representing one ordinary share, on Nov 11, 2025.

How large is the underwriters' overallotment option in the CNTA offering?

Underwriters have a 30-day option to purchase up to an additional 15% of the ADSs offered.

Who are the joint book-running managers for Centessa's Nov 11, 2025 offering?

Jefferies, Leerink Partners, Evercore ISI and Guggenheim Securities are the joint book-running managers.

Is Centessa's ADS offering guaranteed to close?

No; the offering is subject to market and other conditions, and there is no assurance it will be completed or as to final size or terms.

Under what registration is Centessa offering the ADSs (CNTA)?

The ADSs are being offered pursuant to a Form S-3 registration statement filed Sep 11, 2024 that became automatically effective.

How can investors obtain the Centessa preliminary prospectus supplement for the Nov 2025 offering?

A preliminary prospectus supplement will be filed with the SEC and will be available on www.sec.gov; syndicate contacts are also provided by the listed underwriters.