Centessa Pharmaceuticals plc 8-K

What Happened
Centessa Pharmaceuticals plc (CNTA) announced that Eli Lilly and Company, through wholly owned LDH XV Corporation, completed the acquisition of Centessa by court‑sanctioned scheme of arrangement effective June 24, 2026. At the Effective Time Centessa became a wholly owned subsidiary of Lilly. Holders of Centessa ordinary shares (including ADSs) are entitled to $38.00 cash per share plus one contingent value right (CVR) per share for possible additional payments totaling up to $9.00 per share subject to specified milestones. In connection with the transaction Centessa repaid and terminated its Loan and Security Agreement, terminated its at‑the‑market (ATM) sales agreement with Leerink Partners, and requested Nasdaq delisting and suspension of SEC reporting.

Key Details

• Acquisition effective June 24, 2026 (Court Order delivered to Registrar); scheme sanctioned June 22, 2026.
• Cash Consideration: $38.00 per Company Share, plus one CVR per share with potential aggregate additional payments up to $9.00 per share.
• Equity awards: in‑the‑money options were cashed out for the difference between $38 and exercise price plus CVRs; underwater options cancelled; unvested RSUs vested and paid cash equal to $38/share plus CVRs.
• Centessa repaid in full and terminated its December 30, 2024 Loan and Security Agreement (Oxford Finance as collateral agent).
• Nasdaq trading of Company ADSs halted (requested effective 8:00 p.m. ET June 23, 2026); Form 25 to delist and Form 15 to suspend reporting to be filed.
• Management and board changes: CEO Mario Alberto Accardi, Ph.D., and several officers ceased serving; multiple directors resigned and Christopher Stokes and Kristina Mignon Wright were appointed as directors.

Why It Matters
For investors, Centessa’s public equity ceased to exist as an independent, publicly traded company—shareholders’ only remaining rights are to receive the transaction consideration (cash plus CVR). The delisting and Form 15 filing will suspend Centessa’s SEC reporting obligations for the ADSs. Treatment of equity awards means holders of vested and in‑the‑money awards receive cash and CVRs, while some options were cancelled with no consideration. The CVRs represent potential additional payments tied to future milestones, so some upside remains contingent rather than guaranteed. Repayment of the loan and termination of the ATM program simplify the company’s capital structure under Lilly ownership.