Every 8-K that Centessa Pharmaceuticals Plc (CNTA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CNTA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CNTA filings page.
Centessa Pharmaceuticals plc completed its sale to Eli Lilly through a UK court-approved Scheme of Arrangement. Lilly’s subsidiary acquired all Centessa ordinary shares at the Effective Time on June 24, 2026. Shareholders as of June 23, 2026 are entitled to receive $38.00 in cash per share plus one non-transferable contingent value right for potential additional cash payments of up to an aggregate $9.00 per share, subject to specified milestones. Centessa fully repaid and terminated its December 30, 2024 loan facility, requested Nasdaq to halt and delist its ADSs, and will deregister from U.S. reporting. The acquisition triggered a change in control, broad management and board departures, appointment of two new directors, and termination of the company’s at-the-market equity program.
Centessa Pharmaceuticals plc reported that its shareholders overwhelmingly approved the court-sanctioned Scheme of Arrangement under which an Eli Lilly subsidiary will acquire all Centessa shares. At the scheme meeting, 126,653,456 votes were cast for the proposal and 23,007 against, meeting the U.K. legal thresholds.
Shareholders also passed a company resolution authorizing the board to take actions needed to implement the scheme and amend the articles. Separately, at the 2026 Annual General Meeting, all ordinary resolutions passed, including re-appointing three directors and KPMG as auditor, and receiving the 2025 accounts with no dividend recommended. The Court Sanction Hearing for the scheme is scheduled for June 22, 2026 in London.
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 agreed to be acquired by Eli Lilly via a UK court-sanctioned scheme of arrangement. Centessa shareholders will receive $38.00 in cash per share plus one contingent value right (CVR) worth up to an additional $9.00 per share tied to U.S. FDA approval milestones for cleminorexton (ORX750) or ORX142. The upfront cash implies an equity value of about $6.3 billion, with CVRs adding up to $1.5 billion of potential value and a stated 40.5% premium to Centessa’s 30‑day volume‑weighted average ADS price. The deal requires Centessa shareholder approval, High Court sanction, antitrust clearances and other customary conditions, and includes a ~$63 million termination fee payable by Centessa to Lilly in specified scenarios.
Centessa Pharmaceuticals plc outlines final arrangements with former Chief Executive Officer Saurabh Saha, M.D., Ph.D., following his previously disclosed departure effective January 1, 2026. On February 9, 2026, the company entered into an Advisory Agreement and a Separation Agreement with Dr. Saha.
Under the Advisory Agreement, Dr. Saha will provide advisory services for an initial six-month term, automatically continuing unless terminated, at an hourly fee of $376.00 plus reimbursed business expenses. The Separation Agreement provides vesting of equity grants scheduled to vest on or before February 2, 2026, with later-vesting equity forfeited, and an exercise period of three months after the advisory role ends.
The Separation Agreement also includes, subject to Compensation Committee approval, a bonus equal to 100% of Dr. Saha’s target bonus for the year ended December 31, 2025, and continued eligibility for applicable company benefit plans. These extended benefits replace other severance or noncompetition payments under prior agreements and are conditioned on a general release of claims becoming effective after a seven-business-day revocation period.
Centessa Pharmaceuticals plc filed an amendment detailing the employment agreement for its incoming Chief Executive Officer, Dr. Mario Alberto Accardi, effective January 1, 2026. Under the agreement, Dr. Accardi will receive a base salary of $600,000 and be eligible for a target annual bonus equal to 50% of his base salary. If the company terminates his employment without cause, or he resigns for good reason outside the one-year period following a sale event under the 2021 Stock Option and Incentive Plan, he will receive 12 months of salary continuation. If his employment is terminated without cause or he resigns for good reason within one year after a sale event, he will receive a lump sum equal to 18 months of base salary plus 150% of his target bonus for the year of termination. The agreement also includes provisions to adjust any payments that could be treated as parachute payments under Sections 280G and 4999 of the U.S. tax code.
Centessa Pharmaceuticals plc entered into an amended and restated sales agreement with Leerink Partners that allows it to issue and sell, from time to time, up to $250 million of American Depositary Shares in at-the-market offerings under an existing shelf registration statement. Leerink will act as sales agent and receive a commission of up to 3.0% of the gross proceeds from each sale, and the company will reimburse up to $150,000 of Leerink’s legal fees.
The company is not required to sell any shares and there is no minimum offering amount. The program will end when all placement shares are sold or the agreement is terminated. Centessa expects to use any net proceeds for working capital, capital expenditures and general corporate purposes.
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.
Centessa Pharmaceuticals (CNTA) furnished an update on its business, announcing financial results for the quarter ended September 30, 2025. The company attached a press release as Exhibit 99.1 and a corporate presentation as Exhibit 99.2, also posted on its investor website.
The materials are furnished, not filed, under the Exchange Act, which means they are not subject to Section 18 liability and are not incorporated by reference unless specifically stated.
Centessa Pharmaceuticals plc furnished an earnings update by filing a current report. On August 12, 2025, the company announced its financial results for the quarter ended June 30, 2025 and provided the details in a press release attached as Exhibit 99.1. The report clarifies that this press release is being furnished, not filed, which limits how it is treated under U.S. securities laws.
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.