Welcome to our dedicated page for Centessa Pharmaceuticals Plc SEC filings (Ticker: CNTA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Centessa Pharmaceuticals plc filings document the regulatory record of a clinical-stage pharmaceutical issuer with American Depositary Shares listed on Nasdaq, each representing one ordinary share. Disclosures cover its orexin receptor 2 (OX2R) agonist focus, operating and financial results, corporate presentations, risk and capital-structure matters, and securities registered in connection with the ADS program.
Centessa's SEC filings also include Form 8-K material-event reports for underwriting and at-the-market sales agreements, public offerings of ADSs, executive and board changes, employment and advisory arrangements, and Regulation FD materials. Proxy filings describe governance, shareholder voting matters, compensation topics, and related public-company controls.
Centessa Pharmaceuticals reports that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for its proposed acquisition by Eli Lilly expired at 11:59 p.m. on May 21, 2026. This expiration satisfies one of the conditions required to close the transaction, which will proceed through a court-sanctioned scheme of arrangement in the U.K. The deal still requires approval by Centessa shareholders, sanction by the High Court of Justice of England and Wales, and delivery of the court order to the Registrar of Companies. Centessa notes that it is not subject to the U.K. Takeover Code and directs shareholders to its definitive proxy statement on file with the SEC for detailed information and voting guidance, while highlighting numerous forward-looking risks that could delay or prevent completion of the acquisition.
Centessa Pharmaceuticals plc reported that Chief Executive Officer Mario Alberto Accardi had 604 Ordinary Shares withheld by the company to satisfy tax obligations arising from the vesting of restricted share units. This was a tax-withholding disposition, not an open-market trade. Following the withholding, he directly holds 243,282 Ordinary Shares, which may be represented by American Depositary Shares on a one-for-one basis.
Centessa Pharmaceuticals plc Schedule 13G: Pentwater Capital Management and Matthew Halbower report shared beneficial ownership of 8,170,000 ADSs, representing 5.3% of the Ordinary Shares based on 154,568,531 shares outstanding as of March 17, 2026.
The filing states the ADSs are represented by CUSIP 152309100, that each ADS represents one Ordinary Share, and that the Pentwater Funds have the right to receive dividends or sale proceeds. The statement is a joint filing by the Investment Manager and Mr. Halbower.
Centessa Pharmaceuticals plc filing: an amendment to a Schedule 13G/A reports that Avoro Capital Advisors LLC and Behzad Aghazadeh beneficially hold 11,430,455 ordinary shares, representing 7.39% of the class. The percent is calculated using 154,662,092 shares outstanding as reported in Exhibit 2.1 to the companys Form 8-K dated 03/31/2026. The filing states each ADS represents one ordinary share and shows Avoro and Dr. Aghazadeh possess sole voting and dispositive power over the reported shares.
Centessa Pharmaceuticals plc Schedule 13G/A Amendment discloses that Adage Capital and related reporting persons beneficially own 8,925,010 ordinary shares, representing 5.77% of the class. The percentage is calculated using 154,568,531 ordinary shares outstanding as of March 17, 2026.
The statement clarifies reporting relationships among Adage Capital Management, L.P., Adage Capital Partners entities, Robert Atchinson and Phillip Gross and is signed on May 13, 2026.
Centessa Pharmaceuticals plc has agreed to be acquired by a Lilly subsidiary under a court-sanctioned scheme of arrangement. At the Effective Time, each ordinary share will receive $38.00 in cash plus one non-transferable CVR entitling holders to contingent cash payments of up to $9.00 per share upon achievement of specified milestones. The Scheme and a Company shareholder resolution must be approved at meetings on June 12, 2026, and the transaction is subject to Court sanction and customary conditions, including required antitrust clearances. Following completion, Centessa will become a wholly owned subsidiary of Lilly, ADSs will be delisted and deregistered, and Centessa will cease SEC periodic reporting.
Centessa Pharmaceuticals plc ownership update: FMR LLC reports beneficial ownership of 6,783,047 shares of Centessa common stock, representing 7.5% of the class as shown in the filing with CUSIP 152309100. The filing lists sole voting power of 6,771,665 shares and sole dispositive power of 6,783,047 as of 03/31/2026.
Centessa Pharmaceuticals reported a larger net loss while agreeing to be acquired by Eli Lilly. For the quarter ended March 31, 2026, net loss widened to $79.2 million from $26.1 million, driven mainly by higher research and development spending and the absence of prior-year licensing revenue.
Research and development expenses rose to $59.9 million from $33.4 million, and general and administrative costs increased to $19.9 million. The company reported no license and other revenue versus $15.0 million a year earlier. Cash, cash equivalents and investments totaled $533.7 million, which management expects to fund operations into mid-2028.
On March 31, 2026, Centessa agreed to be acquired by Eli Lilly via a UK court-sanctioned Scheme of Arrangement for $38.00 in cash per share plus up to $9.00 per share in contingent value rights tied to future regulatory milestones for its orexin programs. The deal is expected to close in the third quarter of 2026, subject to shareholder, court and regulatory approvals.
Centessa Pharmaceuticals plc is asking shareholders to vote at its 2026 Annual General Meeting on June 12, 2026 in London. Investors will re-appoint three Class II directors, confirm KPMG entities as UK statutory auditor and U.S. independent auditor, and authorise the audit committee to set auditor pay.
Shareholders will also receive and adopt the UK statutory accounts for the year ended December 31, 2025, note that no dividend is recommended, and cast an advisory vote on the UK statutory directors’ remuneration report. The AGM will follow separate Special Meetings related to a previously announced acquisition by a Lilly subsidiary via a UK court scheme of arrangement.