UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): November 1124, 2025

CENTESSA PHARMACEUTICALS PLC

(Exact name of Registrant, as specified in its charter)

England and Wales	001-40445	98-1612294
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. EmployerIdentification Number)
(State or other jurisdictionof incorporation)	(Commission File Number)	(I.R.S. EmployerIdentification Number)

Mailing address:

3rd Floor

1 Ashley Road

Altrincham

Cheshire WA14 2DT

United Kingdom

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: +1 (617) 468-5770

Former name or address, if changed since last report:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, nominal value £0.002 per share	CNTA	Nasdaq Stock Market, LLC *
American Depositary Shares, each representing one ordinary share, nominal value £0.002 per share	CNTA	Nasdaq Stock Market, LLC

* Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market, LLC.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On November 11, 2025, Centessa Pharmaceuticals plc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Leerink Partners LLC, as representatives (the “Representatives”) of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of 11,627,907 American Depositary Shares (the “ADSs”), each presenting one ordinary share, with a nominal value £0.002 per share (the “Ordinary Share”), of the Company (the “Firm ADSs”), at a price to the public of $21.50 per ADS (the “Offering”). Pursuant to the Underwriting Agreement, the Company granted the underwriters a 30-day option to purchase up to an additional 1,744,186 ADSs (the “Additional ADSs”) at the public offering price, less underwriting discounts and commissions. The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Offering was made pursuant to the automatic shelf registration statement on Form S-3 (File No. 333-282032) that was filed by the Company with the Securities and Exchange Commission (“SEC”) and became effective on September 11, 2024, and a related prospectus supplement. The Company expects the Offering to close on November 14, 2025 for the Firm ADSs, subject to the satisfaction of customary closing conditions.

The Company estimates that the net proceeds of this Offering, after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $234.4 million (or approximately $269.6 million if the underwriters exercise their over-allotment option in full). The Company intends to use the net proceeds from the Offering, together with its existing cash, cash equivalents, and short-term investments, to fund the continued development of its product candidates, as well as for general corporate purposes.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Goodwin Procter (UK) LLP, relating to the validity of the Ordinary Shares represented by the Firm ADSs and Additional ADSs in connection with the Offering, is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 8.01

Other Events.

On November 11 24, 2025, Centessa Pharmaceuticals plc (the “Company”) ~~issued~~entered ~~press~~into ~~releases~~an ~~announcing~~Amended and Restated Sales Agreement (the ~~launch~~“Sales Agreement”) with Leerink Partners LLC (“Leerink”), which amended and ~~the~~restated ~~pricing~~that certain Sales Agreement, dated as of ~~the~~January 27, ~~Offering~~2023, ~~respectively~~by and between the Company and Leerink (the “Original Sales Agreement”). ~~Copies~~Pursuant ofto the ~~press~~Sales ~~releases~~Agreement, ~~are~~the ~~filed~~Company may, from time to time in its sole discretion, issue and sell through Leerink, acting as ~~Exhibits~~the 99Company’s sales agent, in one or more “at the market offerings”, up to $250 million of the Company’s American Depositary Shares (the “Placement Shares”), each representing one ordinary share of the Company, nominal value £0.1002 ~~and~~per 99share.2 The issuance and sale, if any, of the Placement Shares by the Company under the Sales Agreement will be made pursuant to ~~this~~a ~~Current~~prospectus ~~Report~~supplement to the Company’s registration statement on Form 8 S-K3ASR, including the prospectus contained therein, originally filed with the Securities and ~~are~~Exchange ~~incorporated~~Commission ~~herein~~(the by“SEC”) ~~reference~~on September 11, 2024 (Registration No. 333-282032), which automatically became effective upon filing.

~~Assuming~~Pursuant ~~net~~to ~~proceeds~~the ofSales ~~$234.4 million~~Agreement, ~~from~~Leerink ~~the~~may ~~Offering~~sell of the ~~Firm~~Placement ~~ADSs,~~Shares ~~and~~by ~~excluding~~ any ~~additional~~method ~~proceeds~~deemed ~~from~~to be an “at the ~~underwriters’~~market ~~exercise~~offering” ofas ~~their~~defined ~~over-allotment~~in ~~option,~~Rule ~~the~~415(a)(4) ~~Company~~of ~~expects~~the ~~its~~Securities ~~existing~~Act ~~cash~~of 1933, ~~cash~~as ~~equivalents~~amended ~~and~~(the ~~short-term~~“Securities ~~investments~~Act”). Leerink will ~~enable~~use itcommercially toreasonable ~~fund~~efforts ~~its~~consistent ~~operating~~with ~~expenses~~normal trading and ~~capital~~sales ~~expenditure~~practices ~~requirements~~to ~~into~~sell ~~2028.~~the ~~The~~Placement ~~Company~~Shares ~~has~~from ~~based~~time ~~this~~to ~~estimate~~time, onbased ~~assumptions~~upon ~~that~~instructions ~~may~~from ~~prove~~the toCompany be(including ~~wrong~~any price, ~~and~~time ~~the~~or ~~Company~~size ~~could~~limits ~~use~~or ~~its~~other ~~available~~customary ~~capital~~parameters ~~resources~~or ~~sooner~~conditions ~~than~~the itCompany ~~currently~~may ~~expects~~impose).

~~Item~~The 9Company will pay Leerink a commission of up to 3.010% ~~Financial~~of ~~Statements~~the gross proceeds from each sale of the Placement Shares sold under the Sales Agreement. In addition, the Company has agreed to reimburse Leerink for the reasonable fees and ~~Exhibits~~expenses of their legal counsel incurred in connection with entering into the transactions contemplated by the Sales Agreement in an amount not to exceed $150,000.

The Company is not obligated to make any sales of Placement Shares under the Sales Agreement. No assurance can be given that the Company will sell any Placement Shares under the Sales Agreement, or, if it does, as to the price or amount of Placement Shares that it sells or the dates when such sales will take place. The offering of Placement Shares pursuant to the Sales Agreement will terminate upon the earlier to occur of (di) the ~~Exhibits~~issuance and sale of all Placement Shares subject to the Sales Agreement and (ii) termination of the Sales Agreement in accordance with its terms.

ExhibitNo.
1.1		Underwriting Agreement dated November 11, 2025
5.1		Opinion of Goodwin Procter (UK) LLP
23.1		Consent of Goodwin Procter (UK) LLP (contained in Exhibit 5.1)
99.1		Launch Press Release dated November 11, 2025
99.2		Pricing Press Release dated November 11, 2025
104		Cover Page Interactive Data (embedded within the Inline XBRL document)

Because there is no minimum offering amount required pursuant to the Sales Agreement, the total number of shares to be sold under the Sales Agreement, if any, and proceeds to the Company, if any, are not determinable at this time. The Company expects to use any net proceeds for working capital, capital expenditures and for general corporate purposes.

~~Forward~~The ~~Looking~~Sales ~~Statements~~Agreement contains representations, warranties and covenants that are customary for transactions of this type. In addition, the Company has agreed to indemnify Leerink against certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.

This Current Report on Form 8-K contains forward-looking statements. These statements may be identified by words such as “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “ongoing,” “aim,” “seek,” and variations of these words or similar expressions that are intended to identify forward-looking statements. The ~~Company~~foregoing ~~intends~~description ~~such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E~~ of the ~~Securities~~Sales ~~Exchange~~Agreement ~~Act~~is ofnot ~~1934~~complete and ~~the~~is ~~Private~~qualified ~~Securities Litigation Reform Act of 1995 Any such statements~~ in ~~this~~its ~~Current~~entirety ~~Report~~by onreference ~~Form 8-K that are not statements of historical fact may be deemed~~ to ~~be forward-looking statements, including statements related to~~ the ~~Company’s~~full ~~ability~~text ~~to complete this Offering and its use~~ of ~~proceeds. Any forward-looking statements in this Current Report on Form 8-K are based on~~ the ~~Company’s~~Sales ~~current expectations~~Agreement, ~~estimates and projections only as of the date of this release and are subject to~~ a ~~number~~copy of ~~risks~~which ~~and~~is ~~uncertainties~~filed ~~that~~herewith ~~could~~as ~~cause~~Exhibit ~~actual~~1.1 ~~results~~ to ~~differ~~this ~~materially~~Current and adversely from those set forth in or implied by such forward-looking statements. These and other risks concerning the Company’s programs and operations are described in additional detail in the Company’s Annual Report on Form 10 8-K~~, Quarterly Reports on Form 10-Q,~~ and ~~its~~is ~~other~~incorporated ~~reports,~~herein ~~which are on file with the U.S. Securities and Exchange Commission. The Company’s explicitly disclaims any obligation to update any forward-looking statements except to the extent required~~ by ~~law~~reference.

The legal opinion of Goodwin Procter (UK) LLP as to the validity of the issuance of the Placement Shares is being filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

1.1		Amended and Restated Sales Agreement, dated November 24, 2025, by and between the Company and Leerink Partners LLC

5.1		Opinion of Goodwin Procter (UK) LLP

23.1		Consent of Goodwin Procter (UK) LLP (included in Exhibit 5.1)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document and incorporated as Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 13 24, 2025


CENTESSA PHARMACEUTICALS PLC

By:		/s/ Saurabh Saha
Name:		Saurabh Saha, M.D., Ph.D.
Title:		Chief Executive Officer

Filing Compare · Centessa Pharmaceuticals plc