| Item 1.01 |
Entry into a Material Definitive Agreement. |
On November 11, 2025, Centessa Pharmaceuticals plc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Leerink Partners LLC, as representatives (the “Representatives”) of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of 11,627,907 American Depositary Shares (the “ADSs”), each presenting one ordinary share, with a nominal value £0.002 per share (the “Ordinary Share”), of the Company (the “Firm ADSs”), at a price to the public of $21.50 per ADS (the “Offering”). Pursuant to the Underwriting Agreement, the Company granted the underwriters a 30-day option to purchase up to an additional 1,744,186 ADSs (the “Additional ADSs”) at the public offering price, less underwriting discounts and commissions. The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Offering was made pursuant to the automatic shelf registration statement on Form S-3 (File No. 333-282032) that was filed by the Company with the Securities and Exchange Commission (“SEC”) and became effective on September 11, 2024, and a related prospectus supplement. The Company expects the Offering to close on November 14, 2025 for the Firm ADSs, subject to the satisfaction of customary closing conditions.
The Company estimates that the net proceeds of this Offering, after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $234.4 million (or approximately $269.6 million if the underwriters exercise their over-allotment option in full). The Company intends to use the net proceeds from the Offering, together with its existing cash, cash equivalents, and short-term investments, to fund the continued development of its product candidates, as well as for general corporate purposes.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Goodwin Procter (UK) LLP, relating to the validity of the Ordinary Shares represented by the Firm ADSs and Additional ADSs in connection with the Offering, is filed as Exhibit 5.1 to this Current Report on Form 8-K.
On November 11, 2025, the Company issued press releases announcing the launch and the pricing of the Offering, respectively. Copies of the press releases are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Assuming net proceeds of $234.4 million from the Offering of the Firm ADSs, and excluding any additional proceeds from the underwriters’ exercise of their over-allotment option, the Company expects its existing cash, cash equivalents and short-term investments will enable it to fund its operating expenses and capital expenditure requirements into 2028. The Company has based this estimate on assumptions that may prove to be wrong, and the Company could use its available capital resources sooner than it currently expects.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
No. |
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| 1.1 |
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Underwriting Agreement dated November 11, 2025 |
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| 5.1 |
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Opinion of Goodwin Procter (UK) LLP |
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| 23.1 |
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Consent of Goodwin Procter (UK) LLP (contained in Exhibit 5.1) |
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| 99.1 |
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Launch Press Release dated November 11, 2025 |
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| 99.2 |
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Pricing Press Release dated November 11, 2025 |
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| 104 |
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Cover Page Interactive Data (embedded within the Inline XBRL document) |
