Centessa Pharmaceuticals plc

0001847903 false 0001847903 2026-06-24 2026-06-24 0001847903 cnta:OrdinarySharesNominalValue0.002PerShareMember 2026-06-24 2026-06-24 0001847903 dei:AdrMember 2026-06-24 2026-06-24 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 24, 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 1.02 Termination of a Material Definitive Agreement. On June 24, 2026, in connection with the Acquisition (as defined below), Centessa Pharmaceuticals plc, a public limited company registered in England and Wales (“ Centessa ” or the “ Company ”) repaid in full all indebtedness, liabilities and other obligations under, and terminated the Loan and Security Agreement, dated as of December 30, 2024, by and among Centessa Pharmaceuticals Holdings, Inc., Centessa Biosciences, Inc. and Centessa Pharmaceuticals LLC, Oxford Finance LLC (as collateral agent and a lender), and the other lenders from time to time party thereto. Item 2.01 Completion of Acquisition or Disposition of Assets. On June 24, 2026, Centessa, Eli Lilly and Company (“ Lilly ”) and LDH XV Corporation, a wholly owned subsidiary of Lilly (“ Purchaser ”), completed the transactions contemplated by the previously announced Transaction Agreement, dated March 31, 2026, by and among Centessa, Lilly and Purchaser (the “ Transaction Agreement ”). Pursuant to a court-sanctioned scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (the “ Scheme of Arrangement ”), Purchaser acquired the entire issued and outstanding ordinary share capital of Centessa (the “ Acquisition ”) and Centessa became a wholly owned subsidiary of Lilly. Capitalized terms used herein but not otherwise defined herein shall have the meaning assigned to them in the Transaction Agreement. The Acquisition was conditioned on, among other things, the sanction of the Scheme of Arrangement by the High Court of Justice of England and Wales (the “ Court ”) and the delivery of the order of the Court sanctioning the Scheme of Arrangement (the “ Court Order ”) to the Registrar of Companies in England and Wales (the “ Registrar ”). On June 22, 2026, the Court sanctioned the Scheme of Arrangement. On June 24, 2026, the Court Order was delivered to the Registrar, at which time the Scheme of Arrangement became effective (the “ Effective Time ”). At the Effective Time, Purchaser acquired all of the issued and outstanding ordinary shares of Centessa, with a nominal value of £0.002 per share (the “ Company Shares ” (including Company Shares represented by American Depositary Shares of the Company (the “ Company ADSs ”))) and each holder of Company Shares outstanding as of 6:00 p.m., UK time, on June 23, 2026, the business day prior to the occurrence of the Effective Time, became entitled to receive (i) $38.00 in cash per Company Share, without interest (the “ Cash Consideration ”), plus (ii) one non-transferable contingent value right entitling the holders to receive contingent cash payments of up to an aggregate of $9.00 per Company Share, without interest, contingent upon the achievement of specified milestones set forth in the Contingent Value Rights Agreement entered into at or prior to the Effective Time (the “ CVR Agreement ”), substantially in the form attached as Annex I to the Transaction Agreement (such contingent value rights, the “ CVRs ” and, together with the Cash Consideration, the “ Transaction Consideration ”). At the Effective Time: • each option to purchase Company Shares granted under any Company equity incentive plan, program or arrangement under which equity awards were outstanding (the “ Company Share Plans ”) (each, a “ Company Option ”) having an exercise price less than the Cash Consideration (each such option, a “ Company Cash-Out Option ”) that was outstanding immediately prior to the Effective Time, whether or not vested, was canceled, and, in exchange therefor, the holder of such canceled Company Cash-Out Option is entitled to receive (without interest), in consideration of the cancellation of such Company Cash-Out Option (A) an amount in cash (less applicable tax withholdings pursuant to the Transaction Agreement) equal to the product of (1) the total number of Company Shares subject to such Company Cash-Out Option immediately prior to the Effective Time multiplied by (2) the excess, if any, of the Cash Consideration over the applicable exercise price per Company Share under such Company Cash-Out Option and (B) one (1) CVR for each Company Share subject to such Company Cash-Out Option immediately prior to the Effective Time (without regard to vesting); • each Company Option having an exercise price that is equal to or greater than the Cash Consideration (each such option, a “ Company Underwater Option ”) that was outstanding immediately prior to the Effective Time, to the extent not vested, became fully vested as of prior to the Effective Time, and was cancelled for no consideration at the Effective Time, without any action on the part of Purchaser, the Company or any other Person; and • each restricted stock unit granted under the Company Share Plans or otherwise (each such restricted stock unit, a “ Company RSU ”) that was outstanding and unvested became immediately vested in full, and at the Effective Time, each Company RSU was canceled, and, in exchange therefor, the holder of such canceled Company RSU is entitled to receive (without interest), in consideration of the cancellation of such Company RSU, (A) an amount in cash (less applicable Tax withholdings pursuant to the Transaction Agreement) equal to the product of (1) the total number of shares subject to such Company RSU immediately prior to the Effective Time, multiplied by (2) the Cash Consideration and (B) one (1) CVR for each Company Share subject to such Company RSU imm