CNTA: 15-12G · other
Centessa Pharmaceuticals plc filed a Form 15-12G to suspend its duty to file reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934. The company cited Rules 12g-4(a)(1) and 12h-3(b)(1)(i) as the basis for this suspension, which applies to issuers with fewer than 300 holders of record. Centessa reported an approximate number of holders of record as 5 as of the certification date. This extremely low shareholder count triggered the eligibility to cease public reporting obligations. As a result, Centessa will no longer be required to file periodic reports such as Forms 20-F or 6-K with the SEC. This action effectively takes the company dark, eliminating mandatory public disclosures and signaling a significant reduction in liquidity for remaining shareholders.
CNTA: SCHEDULE 13D · ownership disclosure
A Schedule 13D filing has been submitted by a group of reporting persons, led by Hannah E. Dunn and including other executives such as Joshua J. Dapice and Philip D. Dreyfuss, regarding their holdings in Centessa Pharmaceuticals plc. The filing establishes that these individuals are acting as a group for reporting purposes under Section 13(d) of the Securities Exchange Act of 1934. The accompanying exhibit details a significant accumulation of shares in the open market over the preceding sixty days. The group purchased a total of 2,156,093 shares between April 27, 2026, and June 23, 2026. These acquisitions were executed at prices ranging from $39.51 to $40.25 per share, representing an investment of approximately $85.6 million based on the average price. This level of coordinated insider buying indicates strong confidence in the company's current valuation and future prospects.
CNTA: 25-NSE · delisting
A Form 25-NSE has been filed regarding Centessa Pharmaceuticals plc, indicating the removal of its securities from listing and registration. This form acts as the formal notification to the SEC that the stock will no longer be traded on the national exchange. The filing represents a delisting event, which typically results in the immediate suspension of trading and a transfer to the pink sheets or over-the-counter market. This drastically reduces liquidity for shareholders and often signals significant financial distress or a transition to private ownership.
CNTA: 8-K · acquisition merger
Centessa Pharmaceuticals plc has completed its acquisition by Eli Lilly and Company through a scheme of arrangement. Shareholders are entitled to receive $38.00 in cash per share along with a contingent value right worth up to an additional $9.00 per share contingent upon the achievement of specified milestones. As a result of the transaction, Centessa has requested the delisting of its American Depositary Shares from the Nasdaq Stock Market. The company also repaid all indebtedness under its loan agreement with Oxford Finance LLC and terminated its ATM sales agreement with Leerink Partners LLC. Effective immediately, CEO Mario Alberto Accardi and the entire board of directors have stepped down from their positions. Christopher Stokes and Kristina Mignon Wright have been appointed as directors to oversee the company's transition to a wholly owned subsidiary of Eli Lilly.
Acquisition of Centessa by Lilly Approved by the High Court of Justice of England and Wales
The High Court of Justice of England and Wales has approved the scheme of arrangement for Eli Lilly and Company to acquire Centessa Pharmaceuticals. The transaction values Centessa at approximately $7.8 billion, consisting of $38.00 in cash per share plus one non-transferable CVR worth up to an aggregate of $9.00 based on milestone achievements. Closing is expected to occur on June 24, 2026, with the last day of trading for Centessa ADSs on Nasdaq scheduled for June 23.
Centessa Pharmaceuticals shareholders have overwhelmingly approved the acquisition by Eli Lilly and Company. At the Scheme Meeting, 126,653,456 shares voted in favor of the scheme proposal, with only 23,007 votes against, representing nearly unanimous support. The Company also held its Annual General Meeting, where director nominees were re-elected and auditors were ratified. The High Court of Justice of England and Wales is scheduled to sanction the Scheme of Arrangement on June 22, 2026, which is the final regulatory hurdle before the deal can close. This filing confirms that the primary shareholder approval condition for the acquisition has been satisfied. The transaction will result in Centessa being fully acquired by LDH XV Corporation, a subsidiary of Eli Lilly, marking a significant exit event for CNTA shareholders.
Centessa Pharmaceuticals plc announced that the Hart-Scott-Rodino Antitrust Improvements Act waiting period expired on May 21, 2026, regarding its acquisition by Eli Lilly and Company. This expiration satisfies a key condition to the closing of the transaction, which is being implemented via a UK scheme of arrangement. The deal remains subject to other customary closing conditions, including shareholder approval and sanction by the High Court of Justice of England and Wales. Centessa urged shareholders to review the definitive proxy statement filed on May 7, 2026, before making voting decisions. This regulatory clearance is a significant positive step toward the completion of the acquisition, removing antitrust uncertainty and paving the way for the final approvals needed to close the deal.
