Centessa Pharmaceuticals plc

0001847903 false 0001847903 2026-06-12 2026-06-12 0001847903 us-gaap:CommonStockMember 2026-06-12 2026-06-12 0001847903 dei:AdrMember 2026-06-12 2026-06-12 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 12, 2026 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 The Nasdaq Stock Market LLC * American Depositary Shares, each representing one ordinary share, nominal value £0.002 per share CNTA The 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. Scheme Meeting and Company GM On June 12, 2026, Centessa Pharmaceuticals plc (the “Company” or “Centessa”) held a meeting of shareholders convened with the permission of the High Court of Justice of England and Wales (the “Court” and, such meeting, the “Scheme Meeting”) and a general meeting of shareholders (the “Company GM” and, together with the Scheme Meeting, the “Shareholder Meetings”), in each case in connection with the previously announced transaction whereby LDH XV Corporation, a Delaware corporation and direct wholly owned subsidiary of Eli Lilly and Company, an Indiana corporation (“Parent” or “Lilly”), will acquire the entire issued and to be issued share capital of Centessa (the “Acquisition”), by means of a court-sanctioned scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (the “Scheme of Arrangement”). At the Shareholder Meetings, all of the resolutions set forth in each of the Notice of Scheme Meeting and Notice of Company GM sent to shareholders and included in the Company’s definitive proxy statement filed on May 7, 2026 (the “Transaction Proxy”) with the Securities and Exchange Commission (the “SEC”) under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), were duly proposed and passed. Any terms used in this Current Report on Form 8-K but not defined herein shall have the terms given to them in the Transaction Proxy. As of 6:00 p.m. (U.K. time) on June 10, 2026, the voting record time for the Shareholder Meetings, there were 154,731,309 ordinary shares outstanding carrying one vote each and entitled to vote at the Shareholder Meetings. Holders of 126,676,463 ordinary shares of the Company were represented in person or by proxy at the Scheme Meeting. Holders of 126,676,463 ordinary shares of the Company were represented in person or by proxy at the Company GM, which constituted a quorum for purposes of the Company GM. All votes at both the Scheme Meeting and the Company GM were conducted by poll. The final voting results for each of the proposals submitted to a vote of Centessa’s shareholders at the Scheme Meeting and the Company GM are set forth below. Scheme Meeting Scheme Proposal : To approve and give effect to the Scheme of Arrangement. Centessa’s shareholders approved the Scheme Proposal with the following voting results: For Against 126,653,456 23,007 In addition, of the seven shareholders of record voting on the proposal, all seven shareholders, or 100%, voted in favor of the proposal and no shareholders voted against the proposal . Accordingly, the votes cast for the proposal represent a majority in number representing not less than 75% in value of the members present and voting (either in person or by proxy) at the Scheme Meeting. Company GM Company Shareholder Resolution : To (i) authorize the board of directors of the Company (or a duly authorized committee of the directors) to take all such action as they may consider necessary or appropriate for carrying the Scheme of Arrangement into effect, including (but not limited to) delivering the Court Order to the Registrar of Companies in England and Wales if the Court Order is obtained and (ii) with effect from the passing of this resolution, amend the Company Articles as set out in the Notice of Company GM. Centessa’s shareholders approved the Company Shareholder Resolution with the following voting results: For Against Withheld 126,658,949 11,515 5,999 Annual General Meeting Additionally, on June 12, 2026, the Company held its 2026 Annual General Meeting (the “Annual General Meeting”). Proxies were solicited pursuant to the Company’s definitive proxy statement filed on April 29, 2026 with the SEC under Section 14(a) of the Exchange Act. As of 2:30 p.m. (U.K. time) on June 10, 2026, the voting record time for the Annual General Meeting, there were 154,731,309 ordinary shares outstanding carrying one vote each and entitled to vote at the Annual General Meeting. The number of ordinary shares present or represented by valid proxy at the Annual General Meeting was 134,569,251, 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 Carol Stuckley, M.B.A., who retires by rotation in accordance with the Company’s articles of association. 123,881,793 274,511 10,412,947 — To re-appoint as a director Brett Zbar, M.D., who retires by rotation in accordance with the Company’s articles of association. 122,561,168 1,595,173 10,412,910 — To re-appoint as a director Mathias Hukkelhoven, Ph.D., who retires by rotation in accordance with the Company’s articles of association. 105,704,743 18,450,673 10,413,835 — 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. 134,492,051 65,007 12,193 — 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, 2026. 134,537,341 19,714 12,196 — To authorise the Audit Committee to determine the Company’s auditors’ remune