Centessa Pharmaceuticals plc 8-K

What Happened
Centessa Pharmaceuticals plc (CNTA) filed an 8‑K on May 22, 2026 stating that at 11:59 p.m. on May 21, 2026 the Hart‑Scott‑Rodino (HSR) Act waiting period expired in connection with Eli Lilly and Company’s proposed acquisition of the entire issued and to be issued share capital of Centessa. The acquisition is to be implemented by a court‑sanctioned scheme of arrangement under Part 26 of the U.K. Companies Act pursuant to the Transaction Agreement dated March 31, 2026 among Centessa, Lilly and LDH XV Corporation. The HSR expiration satisfies one condition to closing; other customary closing conditions remain outstanding.

Key Details

• HSR waiting period expiration: 11:59 p.m. (ET) on May 21, 2026.
• Transaction Agreement dated March 31, 2026 between Centessa, Eli Lilly and LDH XV Corporation.
• Remaining closing conditions: Centessa shareholder approval, sanction of the scheme by the High Court of Justice of England and Wales, and delivery of the court order to the U.K. Registrar of Companies.
• Centessa is not subject to the U.K. Takeover Code, so Rule 8 dealing disclosures are not required.
• Centessa filed a definitive proxy statement on Schedule 14A with the SEC on May 7, 2026 (mailed to shareholders); the proxy (which includes the scheme explanatory statement) and any future SEC filings contain material information for voting.

Why It Matters
The expiration of the HSR waiting period removes one regulatory hurdle to closing but does not guarantee the deal will close—shareholder approval and U.K. court sanction are still required. Shareholders should review the definitive proxy statement and related SEC filings (available at sec.gov and investors.centessa.com) before voting, since those documents contain the details, risks and next steps described in the 8‑K (including the filing’s forward‑looking statements and risk disclosures).