[8-K] Centessa Pharmaceuticals plc American Reports Material Event

Rhea-AI Filing Summary

On 20 June 2025 Centessa Pharmaceuticals plc (ticker CNTA) held its 2025 Annual General Meeting with 124,956,837 ordinary shares represented out of 133,719,291 entitled to vote, establishing quorum.

Shareholders approved every item on the agenda:

• Director re-appointments: Arjun Goyal (116.90 m for; 0.46 m against) and Samarth Kulkarni (97.75 m for; 19.61 m against).
• Auditors: KPMG LLP re-appointed as UK statutory auditor and ratified as US independent registered public accounting firm (≈125 m for; <0.01 m against).
• Auditor remuneration: Audit Committee authorised to set fees (117.13 m for).
• FY-2024 accounts: Accounts adopted; directors confirmed no dividend for FY-2024.
• Remuneration matters: Advisory vote on 2024 directors remuneration report and approval of new remuneration policy both passed.
• Share allotment authority: Directors authorised under Companies Act s.551 to allot shares/rights up to £133,184 nominal (104.16 m for; 12.98 m against).
• Special resolution: Pre-emption rights disapplied for the same nominal amount (98.23 m for; 18.90 m against).

No broker non-votes were recorded and the filing contains no disclosures on earnings, major transactions or strategic shifts. The report is primarily routine corporate-governance in nature.

Positive

• All resolutions approved, indicating overall shareholder confidence in the board and governance proposals.
• KPMG re-appointed as auditor, ensuring continuity and audit quality.
• Authority to allot shares provides controlled capital-raising flexibility without immediate dilution.

Negative

• No dividend declared for FY-2024, underscoring continuing cash conservation.
• Up to 15% opposition on share-issuance and pre-emption waiver resolutions highlights some dilution concerns among investors.

Insights

Financial Analyst

TL;DR Routine AGM; all resolutions pass, confirming director support and modest £133k share-issue headroom; negligible direct valuation impact.

From a valuation perspective, the 8-K contains no financial guidance, pipeline updates or capital-raising plans. Approval of a £133,184 nominal allotment limit equals roughly 66.6 m ordinary shares at £0.002 nominal value, giving the board flexibility but not signalling imminent dilution. Re-appointment of KPMG assures audit continuity; adoption of FY-2024 accounts and the absence of a dividend are consistent with a clinical-stage biotech conserving cash. Overall, the news is governance-oriented and should not materially move the share price.

Corporate Governance Expert

TL;DR Shareholders showed broad but not unanimous support; notable 16–19% opposition on share-issuance and pre-emption waiver.

While every resolution cleared a simple majority, dissent was visible: 12.98 m votes (≈11%) opposed the general share-issuance mandate and 18.90 m votes (≈15%) opposed the special resolution removing pre-emption rights. Such levels are not high enough to block management but indicate some sensitivity to potential dilution. Director Kulkarni received 19.6 m votes against (≈17%), higher than Goyal’s 0.4 m, suggesting selective governance concerns. Nonetheless, the meeting reinforces board authority for the coming year without triggering red flags in proxy-advisory thresholds.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): June 20, 2025

CENTESSA PHARMACEUTICALS PLC

(Exact name of Registrant, as specified in its charter)

England and Wales

001-40445

98-1612294

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

Mailing address:

3rd Floor

1 Ashley Road

Altrincham

Cheshire WA14 2DT

United Kingdom

(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: +1 (617) 468-5770

Former name or address, if changed since last report: 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary shares, nominal value £0.002 per share

CNTA

Nasdaq Stock Market, LLC*

American Depositary Shares, each representing one ordinary share, nominal value £0.002 per share

CNTA

Nasdaq Stock Market, LLC

*Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market, LLC.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

Emerging growth company ☒

If an emerging growth company, 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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 20, 2025, the Company held its 2025 Annual General Meeting (the “Annual General Meeting”). Proxies were solicited pursuant to the Company’s definitive proxy statement filed on May 6, 2025 (the “Proxy Statement”), with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. The number of ordinary shares entitled to vote at the Annual General Meeting was 133,719,291. The number of ordinary shares present or represented by valid proxy at the Annual General Meeting was 124,956,837, thus establishing a quorum for the Annual General Meeting. All matters submitted to a vote of the Company’s shareholders at the Annual General Meeting were approved and the director nominees were elected. The voting results reported below are final.

Ordinary Resolutions			For			Against			Withheld			Broker Non-Votes
To re-appoint as a director Arjun Goyal, M.D., M.Phil., M.B.A., who retires by rotation in accordance with the Company’s articles of association.			116,896,525			463,793			7,596,955			—
To re-appoint as a director Samarth Kulkarni, Ph.D., who retires by rotation in accordance with the Company’s articles of association			97,746,177			19,614,141			7,596,955			—
To re-appoint KPMG LLP, a United Kingdom entity, as U.K. statutory auditors of the Company, to hold office until the conclusion of the next meeting at which the Company’s annual accounts and reports are laid before the Company.			124,954,164			2,673			436			—
To ratify the re-appointment of KPMG LLP, a Delaware limited liability partnership, as the Company’s independent registered public accounting firm, for the financial year ending December 31, 2025.			124,955,502			1,335			436			—
To authorize the Audit Committee to determine the Company’s auditors’ remuneration for the financial year ending December 31, 2025.			117,132,558			2,570			7,822,145			—
To receive and adopt our U.K. statutory annual accounts and reports for the financial year ended December 31, 2024 and to note that the Company’s directors do not recommend the payment of any dividend for the financial year ended December 31, 2024.			117,101,187			32,347			7,823,739			—
To receive and approve, on an advisory basis, the Company’s U.K. statutory directors’ remuneration report for the financial year ended December 31, 2024.			116,941,438			395,738			7,620,097			—
To receive and approve the Directors' Remuneration Policy as set out in the Company's UK statutory directors' remuneration report for the financial year ended December 31, 2024.			116,981,580			376,720			7,598,973			—
To generally and unconditionally authorize the directors of the Company or any duly authorised committee of the directors, in accordance with the section 551 of the UK Companies Act 2006 (the “Companies Act”), to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of £133,184			104,155,618			12,976,701			7,824,954			—
Special Resolution
Subject to the passing of Resolution 9, to empower the Board of Directors to allot equity securities for cash, under section 570 of the Act as if section 561(1) of the Companies Act did not apply to such allotment up to a maximum aggregate nominal amount of £133,184.			98,231,886			18,900,168			7,825,219			—

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:    June 20, 2025

			By:			/s/ Raphael Deferiere
			Name:			Raphael Deferiere
			Title:			Principal Accounting Officer

FAQ

What was the quorum at Centessa's 2025 AGM?

A total of 124,956,837 ordinary shares were present or represented, exceeding the quorum requirement.

Did Centessa (CNTA) declare a dividend for 2024?

No. The directors do not recommend any dividend for the financial year ended 31 December 2024.

Was the share-issuance authority approved at the AGM?

Yes. Shareholders authorised directors to allot shares up to £133,184 nominal value (104.16 m for; 12.98 m against).

How many votes opposed the pre-emption rights waiver?

Approximately 18,900,168 votes were cast against the special resolution disapplying pre-emption rights.

Which auditors were re-appointed for Centessa?

Shareholders re-appointed KPMG LLP as both UK statutory auditor and US independent registered public accounting firm.