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Centessa Pharmaceuticals Plc SEC Filings

CNTA NASDAQ

Welcome to our dedicated page for Centessa Pharmaceuticals Plc SEC filings (Ticker: CNTA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

The Centessa Pharmaceuticals plc (CNTA) SEC filings page provides access to the company’s U.S. regulatory disclosures, including current reports on Form 8‑K and related exhibits. As a Nasdaq-listed issuer with ordinary shares and American Depositary Shares registered under Section 12(b) of the Exchange Act, Centessa files documents that describe material events, financing transactions, governance matters and other information relevant to CNTA shareholders.

Recent Forms 8‑K detail items such as underwriting agreements for public offerings of American Depositary Shares, an amended and restated at-the-market sales agreement, financial results for quarterly periods, and the clearance of an Investigational New Drug (IND) application for ORX142. Filings also cover outcomes of the company’s annual general meeting, including director elections, auditor re-appointment and share allotment authorities, as well as executive employment arrangements reported under Item 5.02.

Through this page, users can review how Centessa reports progress and risks around its clinical-stage orexin receptor 2 (OX2R) agonist pipeline, capital-raising activities, and other significant corporate actions. Forms 8‑K that reference press releases often include clinical and financial updates, while accompanying exhibits such as sales agreements, underwriting agreements and legal opinions provide additional detail on transaction structures and securities law matters.

Stock Titan enhances these filings with AI-powered summaries that highlight key terms, sections and implications, helping readers quickly understand complex documents such as offering-related 8‑Ks and governance disclosures. Investors can use this resource to monitor CNTA’s regulatory reporting history, track new filings as they appear on EDGAR in near real time, and identify information relevant to their own analysis of the company.

Rhea-AI Summary

Centessa Pharmaceuticals plc has agreed to be acquired by a Lilly subsidiary under a court-sanctioned scheme of arrangement. At the Effective Time, each ordinary share will receive $38.00 in cash plus one non-transferable CVR entitling holders to contingent cash payments of up to $9.00 per share upon achievement of specified milestones. The Scheme and a Company shareholder resolution must be approved at meetings on June 12, 2026, and the transaction is subject to Court sanction and customary conditions, including required antitrust clearances. Following completion, Centessa will become a wholly owned subsidiary of Lilly, ADSs will be delisted and deregistered, and Centessa will cease SEC periodic reporting.

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Centessa Pharmaceuticals plc ownership update: FMR LLC reports beneficial ownership of 6,783,047 shares of Centessa common stock, representing 7.5% of the class as shown in the filing with CUSIP 152309100. The filing lists sole voting power of 6,771,665 shares and sole dispositive power of 6,783,047 as of 03/31/2026.

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Rhea-AI Summary

Centessa Pharmaceuticals reported a larger net loss while agreeing to be acquired by Eli Lilly. For the quarter ended March 31, 2026, net loss widened to $79.2 million from $26.1 million, driven mainly by higher research and development spending and the absence of prior-year licensing revenue.

Research and development expenses rose to $59.9 million from $33.4 million, and general and administrative costs increased to $19.9 million. The company reported no license and other revenue versus $15.0 million a year earlier. Cash, cash equivalents and investments totaled $533.7 million, which management expects to fund operations into mid-2028.

On March 31, 2026, Centessa agreed to be acquired by Eli Lilly via a UK court-sanctioned Scheme of Arrangement for $38.00 in cash per share plus up to $9.00 per share in contingent value rights tied to future regulatory milestones for its orexin programs. The deal is expected to close in the third quarter of 2026, subject to shareholder, court and regulatory approvals.

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Centessa Pharmaceuticals plc is asking shareholders to vote at its 2026 Annual General Meeting on June 12, 2026 in London. Investors will re-appoint three Class II directors, confirm KPMG entities as UK statutory auditor and U.S. independent auditor, and authorise the audit committee to set auditor pay.

Shareholders will also receive and adopt the UK statutory accounts for the year ended December 31, 2025, note that no dividend is recommended, and cast an advisory vote on the UK statutory directors’ remuneration report. The AGM will follow separate Special Meetings related to a previously announced acquisition by a Lilly subsidiary via a UK court scheme of arrangement.

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Centessa Pharmaceuticals plc (CNTA) is asking shareholders to approve a court‑sanctioned scheme of arrangement under which LDH XV Corporation (a Lilly subsidiary) will acquire all issued and to be issued Centessa shares for $38.00 in cash per share plus one non‑transferable CVR per share entitling holders to contingent payments up to $9.00 per share upon achievement of specified milestones. The Company Board (excluding one recused director) recommends that shareholders vote FOR the Scheme Proposal and the related shareholder resolutions. The scheme and related court sanction, antitrust clearances and customary conditions must be satisfied before closing.

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Centessa Pharmaceuticals outlines its orexin-focused neurology strategy and a planned acquisition by Eli Lilly. Lilly agreed to acquire all Centessa shares for $38.00 in cash per share plus up to $9.00 per share in contingent value rights tied to future milestones.

The company is a clinical-stage biotech developing small-molecule orexin receptor 2 agonists, led by cleminorexton for narcolepsy types 1 and 2 and idiopathic hypersomnia. Follow-on candidates ORX142 and ORX489 target broader neurodegenerative and neuropsychiatric indications. Centessa also licenses its LockBody oncology platform to Genmab and highlights extensive development, funding, regulatory, manufacturing and IP risks typical of early-stage biotech.

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annual report
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Rhea-AI Summary

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.

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Rhea-AI Summary

Centessa Pharmaceuticals plc to be acquired by Eli Lilly. Eli Lilly will acquire all issued and to be issued Centessa shares for $38.00 in cash per share plus one non-transferable contingent value right (CVR) entitling holders to up to an additional $9.00, for potential total consideration of $47.00 per share.

The upfront cash consideration implies an aggregate equity value of approximately $6.3B and the CVR represents up to an additional aggregate equity value of approximately $1.5B. The transaction is expected to be effected by a scheme of arrangement under English law and is expected to close in the third quarter, subject to Centessa shareholder approval, High Court sanction and customary closing conditions, including regulatory approvals. The cash consideration represents a premium of approximately 40.5% to the 30-day VWAP ended March 30, 2026. Shareholders holding roughly 24.1% of Centessa ordinary shares have signed voting and support agreements.

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Centessa Pharmaceuticals Chief People Officer Karen M. Anderson exercised options and sold shares in a planned transaction. She exercised options to acquire 41,076 Ordinary Shares at an exercise price of $8.01 per share, then sold 41,076 Ordinary Shares in open‑market trades at a weighted average price of $30.1242 per share, with individual sale prices ranging from $29.99 to $30.44. The sale was carried out under a pre‑arranged Rule 10b5‑1 trading plan adopted on November 12, 2025. After these transactions, Anderson directly holds 62,085 Ordinary Shares, which may be represented by American Depositary Shares on a one‑for‑one basis.

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FAQ

How many Centessa Pharmaceuticals Plc (CNTA) SEC filings are available on StockTitan?

StockTitan tracks 91 SEC filings for Centessa Pharmaceuticals Plc (CNTA), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for Centessa Pharmaceuticals Plc (CNTA)?

The most recent SEC filing for Centessa Pharmaceuticals Plc (CNTA) was filed on May 7, 2026.