{"filing":{"accession_number":"0001193125-26-280337","cik":"0001847903","ticker":"CNTA","company_name":"Centessa Pharmaceuticals plc","form":"8-K","filing_date":"2026-06-24","report_date":null,"primary_document":"d150381d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1847903/000119312526280337/d150381d8k.htm"},"events":[{"id":13401,"run_id":11901,"accession_number":"0001193125-26-280337","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"summary":"Eli Lilly and Company, through subsidiary LDH XV Corporation, completed the acquisition of all issued and outstanding ordinary shares of Centessa Pharmaceuticals plc via a court-sanctioned scheme of arrangement under UK law on June 24, 2026, for $38.00 per share in cash plus contingent value rights of up to $9.00 per share, resulting in Centessa becoming a wholly owned subsidiary of Lilly and a complete change of control.","company_name":"Centessa Pharmaceuticals plc","ticker":"CNTA","filing_date":"2026-06-24","form":"8-K","submitted_at":null,"items":[{"id":10531,"accession_number":"0001193125-26-280337","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses termination of a material loan and security agreement in connection with an \"Acquisition\" on June 24, 2026. While Item 1.02 formally covers termination of material agreements, the context—full repayment of all indebtedness and obligations triggered by an acquisition event—indicates the substantive disclosure is M\u0026A activity. The acquisition itself is the material event driving the debt termination, making this a material acquisition or change-of-control transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T12:57:49.834694+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10532,"accession_number":"0001193125-26-280337","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a material acquisition on June 24, 2026, whereby Eli Lilly and Company (through its subsidiary LDH XV Corporation) acquired all issued and outstanding ordinary shares of Centessa Pharmaceuticals plc via a court-sanctioned scheme of arrangement under UK law. The transaction consideration of $38.00 per share in cash plus contingent value rights (CVRs) of up to $9.00 per share, combined with the complete change of control and Centessa becoming a wholly owned subsidiary of Lilly, constitutes a material acquisition event that would significantly affect a reasonable investor's assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T12:57:49.834694+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10533,"accession_number":"0001193125-26-280337","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Centessa requested Nasdaq to halt trading of its ADSs effective June 23, 2026, and to file a Form 25 notification of removal from listing. The company will subsequently file a Form 15 to deregister the ADSs and suspend SEC reporting obligations. This constitutes a delisting event triggered by completion of an acquisition, making it material to investors holding or considering the company's securities.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T12:57:49.834694+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10534,"accession_number":"0001193125-26-280337","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses a material modification to shareholder rights \"at the Effective Time,\" indicating completion of a transaction where shareholders ceased to have rights except to receive \"Transaction Consideration.\" The cross-reference to Items 2.01 (Completion of Acquisition or Disposition), 3.01 (Notice of Delisting or Transfer of Listing), and 5.01 (Changes in Control of Registrant) confirms this is a merger or acquisition event. The language describing the elimination of shareholder rights and substitution with transaction consideration is characteristic of a completed change-of-control transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T12:57:49.834694+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10535,"accession_number":"0001193125-26-280337","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses consummation of an acquisition resulting in a change of control, with the Company becoming a wholly owned subsidiary of the Purchaser. This is a material acquisition and change-of-control event. The reference to Items 2.01 (completion of acquisition), 3.01 (changes in control), and 3.03 (material agreements) confirms the M\u0026A nature of the disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T12:57:49.834694+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10536,"accession_number":"0001193125-26-280337","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"While Item 5.02 discloses multiple executive departures and director appointments, the controlling context is \"in connection with the Acquisition and as of the Effective Time.\" The prose explicitly references Item 2.01 (which covers M\u0026A activity), indicating these personnel changes are ancillary to a material acquisition. The wholesale replacement of the CEO, four executive officers, and eight directors signals a change of control, making the acquisition the principal disclosed event rather than the individual personnel actions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T12:57:49.834694+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10537,"accession_number":"0001193125-26-280337","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses termination of an ATM offering agreement \"in connection with the Acquisition,\" indicating a material M\u0026A transaction has occurred or is being consummated as of June 24, 2026. While the Item 8.01 section focuses on the ATM termination, the causal reference to \"the Acquisition\" signals that a material acquisition or change-of-control event is the underlying material event driving this disclosure. The termination of equity issuance capacity is a typical consequence of an acquisition closing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T12:57:49.834694+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":10531,"accession_number":"0001193125-26-280337","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses termination of a material loan and security agreement in connection with an \"Acquisition\" on June 24, 2026. While Item 1.02 formally covers termination of material agreements, the context—full repayment of all indebtedness and obligations triggered by an acquisition event—indicates the substantive disclosure is M\u0026A activity. The acquisition itself is the material event driving the debt termination, making this a material acquisition or change-of-control transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T12:57:49.834694+00:00","company_name":"Centessa Pharmaceuticals plc","ticker":"CNTA","filing_date":"2026-06-24"},{"id":10532,"accession_number":"0001193125-26-280337","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a material acquisition on June 24, 2026, whereby Eli Lilly and Company (through its subsidiary LDH XV Corporation) acquired all issued and outstanding ordinary shares of Centessa Pharmaceuticals plc via a court-sanctioned scheme of arrangement under UK law. The transaction consideration of $38.00 per share in cash plus contingent value rights (CVRs) of up to $9.00 per share, combined with the complete change of control and Centessa becoming a wholly owned subsidiary of Lilly, constitutes a material acquisition event that would significantly affect a reasonable investor's assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T12:57:49.834694+00:00","company_name":"Centessa Pharmaceuticals plc","ticker":"CNTA","filing_date":"2026-06-24"},{"id":10533,"accession_number":"0001193125-26-280337","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Centessa requested Nasdaq to halt trading of its ADSs effective June 23, 2026, and to file a Form 25 notification of removal from listing. The company will subsequently file a Form 15 to deregister the ADSs and suspend SEC reporting obligations. This constitutes a delisting event triggered by completion of an acquisition, making it material to investors holding or considering the company's securities.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T12:57:49.834694+00:00","company_name":"Centessa Pharmaceuticals plc","ticker":"CNTA","filing_date":"2026-06-24"},{"id":10534,"accession_number":"0001193125-26-280337","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses a material modification to shareholder rights \"at the Effective Time,\" indicating completion of a transaction where shareholders ceased to have rights except to receive \"Transaction Consideration.\" The cross-reference to Items 2.01 (Completion of Acquisition or Disposition), 3.01 (Notice of Delisting or Transfer of Listing), and 5.01 (Changes in Control of Registrant) confirms this is a merger or acquisition event. The language describing the elimination of shareholder rights and substitution with transaction consideration is characteristic of a completed change-of-control transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T12:57:49.834694+00:00","company_name":"Centessa Pharmaceuticals plc","ticker":"CNTA","filing_date":"2026-06-24"},{"id":10535,"accession_number":"0001193125-26-280337","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses consummation of an acquisition resulting in a change of control, with the Company becoming a wholly owned subsidiary of the Purchaser. This is a material acquisition and change-of-control event. The reference to Items 2.01 (completion of acquisition), 3.01 (changes in control), and 3.03 (material agreements) confirms the M\u0026A nature of the disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T12:57:49.834694+00:00","company_name":"Centessa Pharmaceuticals plc","ticker":"CNTA","filing_date":"2026-06-24"},{"id":10536,"accession_number":"0001193125-26-280337","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"While Item 5.02 discloses multiple executive departures and director appointments, the controlling context is \"in connection with the Acquisition and as of the Effective Time.\" The prose explicitly references Item 2.01 (which covers M\u0026A activity), indicating these personnel changes are ancillary to a material acquisition. The wholesale replacement of the CEO, four executive officers, and eight directors signals a change of control, making the acquisition the principal disclosed event rather than the individual personnel actions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T12:57:49.834694+00:00","company_name":"Centessa Pharmaceuticals plc","ticker":"CNTA","filing_date":"2026-06-24"},{"id":10537,"accession_number":"0001193125-26-280337","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses termination of an ATM offering agreement \"in connection with the Acquisition,\" indicating a material M\u0026A transaction has occurred or is being consummated as of June 24, 2026. While the Item 8.01 section focuses on the ATM termination, the causal reference to \"the Acquisition\" signals that a material acquisition or change-of-control event is the underlying material event driving this disclosure. The termination of equity issuance capacity is a typical consequence of an acquisition closing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T12:57:49.834694+00:00","company_name":"Centessa Pharmaceuticals plc","ticker":"CNTA","filing_date":"2026-06-24"}]}