Centessa Pharmaceuticals plc 8-K

What Happened

• Centessa Pharmaceuticals plc (CNTA) filed an 8-K on June 12, 2026 reporting that shareholders approved the court‑sanctioned scheme of arrangement for LDH XV Corporation (a wholly owned subsidiary of Eli Lilly and Company) to acquire Centessa. The Scheme Meeting and a related Company general meeting were held June 12, 2026; all resolutions at both meetings were passed by poll. The Court Sanction Hearing to ask the court to approve the Scheme is scheduled for June 22, 2026 at The Royal Courts of Justice in London.

Key Details

• Record date: 154,731,309 ordinary shares outstanding (one vote per share) as of 6:00 p.m. U.K. time on June 10, 2026.
• Scheme Meeting: 126,676,463 shares represented; Scheme vote result — For: 126,653,456; Against: 23,007 (met required majority and 75% in value threshold).
• Company GM: For: 126,658,949; Against: 11,515; Withheld: 5,999. Resolutions authorize directors to implement the Scheme and amend the Articles as required.
• 2026 Annual General Meeting (held same day): 134,569,251 shares present/represented. Directors reappointed and auditors ratified; notable votes — Carol Stuckley reappointed (123,881,793 for), Brett Zbar reappointed (122,561,168 for), Mathias Hukkelhoven reappointed (105,704,743 for; 18,450,673 against). KPMG reappointments approved.

Why It Matters

• The shareholder approvals are the key shareholder steps required for the acquisition; the transaction still requires the Court to sanction the Scheme on June 22, 2026 and other closing conditions before completion. If sanctioned and other conditions are met, Centessa will be acquired by an Eli Lilly subsidiary, which will change ownership and could affect Centessa’s corporate structure, board and future reporting. The filing also reiterates standard forward‑looking cautions — the Acquisition’s timing and closing remain subject to risks and conditions.