Centessa prices 11.63M ADS offering; expects $234.4M net

Centessa Pharmaceuticals (CNTA) entered an underwriting agreement to sell 11,627,907 American Depositary Shares (ADS) at $21.50 per ADS, with a 30‑day option for underwriters to purchase up to 1,744,186 additional ADS.

Rhea-AI Filing Summary

Centessa Pharmaceuticals (CNTA) entered an underwriting agreement to sell 11,627,907 American Depositary Shares (ADS) at $21.50 per ADS, with a 30‑day option for underwriters to purchase up to 1,744,186 additional ADS. The offering is being made under an automatic shelf registration on Form S‑3 and is expected to close on November 14, 2025, subject to customary conditions.

The company estimates net proceeds of approximately $234.4 million (or $269.6 million if the option is exercised in full). Centessa plans to use the proceeds, together with existing cash, cash equivalents, and short‑term investments, to fund continued development of its product candidates and for general corporate purposes. With the assumed net proceeds from the firm ADSs, management expects its cash resources to fund operations into 2028.

Insights

Equity Capital Markets Analyst

Primary equity raise adds ~$234.4M; runway signaled into 2028.

Centessa Pharmaceuticals priced a primary underwritten offering of 11,627,907 ADS at $21.50, plus a 30‑day option for up to 1,744,186 additional ADS. This transaction, conducted off an automatic shelf, directs cash to the issuer, not selling holders.

The company estimates net proceeds of about $234.4M (or $269.6M with full exercise). Management states these funds, combined with existing liquidity, are expected to support operations into 2028. The expected closing for firm shares is November 14, 2025, subject to customary conditions.

Key considerations include execution of the close and the stated use of proceeds toward product development. Actual impact depends on development spend and whether the over‑allotment is exercised.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Centessa (CNTA) offer and at what price?

Centessa agreed to sell 11,627,907 ADS at $21.50 per ADS in an underwritten public offering.

Is there an over-allotment option in the CNTA offering?

Yes. Underwriters have a 30‑day option to buy up to 1,744,186 additional ADS at the public offering price, less discounts and commissions.

How much cash does Centessa expect to receive from the offering?

Estimated net proceeds are approximately $234.4 million, or $269.6 million if the over‑allotment option is fully exercised.

When is the Centessa offering expected to close?

Closing for the firm ADSs is expected on November 14, 2025, subject to customary conditions.

What will Centessa use the offering proceeds for?

The company plans to fund continued development of its product candidates and for general corporate purposes.

How does the raise affect Centessa’s cash runway?

With assumed net proceeds from the firm ADSs, management expects funding into 2028.

Under what registration was the CNTA offering made and who led it?

It was made under an automatic shelf on Form S‑3; Jefferies LLC and Leerink Partners LLC acted as representatives of the underwriters.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/13/2025 - 07:24 AM Learn about SEC filing dates

NASDAQ false 0001847903 0001847903 2025-11-11 2025-11-11 0001847903 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember 2025-11-11 2025-11-11 0001847903 dei:AdrMember 2025-11-11 2025-11-11

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): November 11, 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 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.

Item 8.01 Other Events.

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.

Exhibit No.
1.1		Underwriting Agreement dated November 11, 2025
5.1		Opinion of Goodwin Procter (UK) LLP
23.1		Consent of Goodwin Procter (UK) LLP (contained in Exhibit 5.1)
99.1		Launch Press Release dated November 11, 2025
99.2		Pricing Press Release dated November 11, 2025
104		Cover Page Interactive Data (embedded within the Inline XBRL document)

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements. These statements may be identified by words such as “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “ongoing,” “aim,” “seek,” and variations of these words or similar expressions that are intended to identify forward-looking statements. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 Any such statements in this Current Report on Form 8-K that are not statements of historical fact may be deemed to be forward-looking statements, including statements related to the Company’s ability to complete this Offering and its use of proceeds. Any forward-looking statements in this Current Report on Form 8-K are based on the Company’s 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 and other risks concerning the Company’s programs and operations are described in additional detail in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and its other reports, which are on file with the U.S. Securities and Exchange Commission. The Company’s explicitly disclaims any obligation to update any forward-looking statements except to the extent required by law.

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: November 13, 2025

CENTESSA PHARMACEUTICALS PLC
By:		/s/ Saurabh Saha
Name:		Saurabh Saha, M.D., Ph.D.
Title:		Chief Executive Officer