{"url_path":"/sec/cnta/8-k/2026-06-24/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/1847903/0001193125-26-280337-index.html","accession_number":"0001193125-26-280337","cik":"0001847903","ticker":"CNTA","issuer_name":"Centessa Pharmaceuticals plc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1847903/0001193125-26-280337-index.html","primary_entity_key":"0001847903","primary_entity_name":"Centessa Pharmaceuticals plc"},"word_count":820,"has_tables":true,"body_markdown":"Item 2.01\n\nCompletion of Acquisition or Disposition of Assets.\n\nOn June 24, 2026, Centessa, Eli Lilly and Company (“Lilly”) and LDH XV Corporation, a wholly owned subsidiary of Lilly (“Purchaser”), completed the transactions contemplated by the previously announced Transaction Agreement, dated March 31, 2026, by and among Centessa, Lilly and Purchaser (the “Transaction Agreement”). Pursuant to a court-sanctioned scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (the “Scheme of Arrangement”), Purchaser acquired the entire issued and outstanding ordinary share capital of Centessa (the “Acquisition”) and Centessa became a wholly owned subsidiary of Lilly. Capitalized terms used herein but not otherwise defined herein shall have the meaning assigned to them in the Transaction Agreement.\n\nThe Acquisition was conditioned on, among other things, the sanction of the Scheme of Arrangement by the High Court of Justice of England and Wales (the “Court”) and the delivery of the order of the Court sanctioning the Scheme of Arrangement (the “Court Order”) to the Registrar of Companies in England and Wales (the “Registrar”). On June 22, 2026, the Court sanctioned the Scheme of Arrangement. On June 24, 2026, the Court Order was delivered to the Registrar, at which time the Scheme of Arrangement became effective (the “Effective Time”).\n\nAt the Effective Time, Purchaser acquired all of the issued and outstanding ordinary shares of Centessa, with a nominal value of £0.002 per share (the “Company Shares” (including Company Shares represented by American Depositary Shares of the Company (the “Company ADSs”))) and each holder of Company Shares outstanding as of 6:00 p.m., UK time, on June 23, 2026, the business day prior to the occurrence of the Effective Time, became entitled to receive (i) $38.00 in cash per Company Share, without interest (the “Cash Consideration”), plus (ii) one non-transferable contingent value right entitling the holders to receive contingent cash payments of up to an aggregate of $9.00 per Company Share, without interest, contingent upon the achievement of specified milestones set forth in the Contingent Value Rights Agreement entered into at or prior to the Effective Time (the “CVR Agreement”), substantially in the form attached as Annex I to the Transaction Agreement (such contingent value rights, the “CVRs” and, together with the Cash Consideration, the “Transaction Consideration”).\n\nAt the Effective Time:\n\n \n\n \n•\n \n\neach option to purchase Company Shares granted under any Company equity incentive plan, program or arrangement under which equity awards were outstanding (the “Company Share Plans”) (each, a “Company Option”) having an exercise price less than the Cash Consideration (each such option, a “Company Cash-Out Option”) that was outstanding immediately prior to the Effective Time, whether or not vested, was canceled, and, in exchange therefor, the holder of such canceled Company Cash-Out Option is entitled to receive (without interest), in consideration of the cancellation of such Company Cash-Out Option (A) an amount in cash (less applicable tax withholdings pursuant to the Transaction Agreement) equal to the product of (1) the total number of Company Shares subject to such Company Cash-Out Option immediately prior to the Effective Time multiplied by (2) the excess, if any, of the Cash Consideration over the applicable exercise price per Company Share under such Company Cash-Out Option and (B) one (1) CVR for each Company Share subject to such Company Cash-Out Option immediately prior to the Effective Time (without regard to vesting);\n\n \n\n \n•\n \n\neach Company Option having an exercise price that is equal to or greater than the Cash Consideration (each such option, a “Company Underwater Option”) that was outstanding immediately prior to the Effective Time, to the extent not vested, became fully vested as of prior to the Effective Time, and was cancelled for no consideration at the Effective Time, without any action on the part of Purchaser, the Company or any other Person; and\n\n \n\n \n•\n \n\neach restricted stock unit granted under the Company Share Plans or otherwise (each such restricted stock unit, a “Company RSU”) that was outstanding and unvested became immediately vested in full, and at the Effective Time, each Company RSU was canceled, and, in exchange therefor, the holder of such canceled Company RSU is entitled to receive (without interest), in consideration of the cancellation of such Company RSU, (A) an amount in cash (less applicable Tax withholdings pursuant to the Transaction Agreement) equal to the product of (1) the total number of shares subject to such Company RSU immediately prior to the Effective Time, multiplied by (2) the Cash Consideration and (B) one (1) CVR for each Company Share subject to such Company RSU immediately prior to the Effective Time (without regard to vesting).\n\nThe foregoing description of the Acquisition and the Transaction Agreement set forth in this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the Transaction Agreement, which is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.01."}