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): ~~June~~August 2012, 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. Employer Identification Number)

Mailing address:

3rd Floor

1 Ashley Road

Altrincham

Cheshire

United Kingdom

WA14 2DT

(Address of principal executive offices)

(Zip code)

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 52.0702 Results ~~Submission~~ of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On ~~June 20~~August 12, 2025, ~~the~~Centessa ~~Company~~Pharmaceuticals ~~held~~plc ~~its 2025 Annual General Meeting~~ (the “~~Annual General Meeting”). Proxies were solicited pursuant to the~~ Company~~’s definitive proxy statement filed on May 6, 2025 (the “Proxy Statement~~”), ~~with~~announced ~~the~~its ~~Securities~~financial ~~and~~results ~~Exchange~~for ~~Commission under Section 14(a) of~~ the ~~Securities~~quarter ~~Exchange~~ended ~~Act of 1934~~June 30, ~~as amended~~2025. The ~~number~~full text of ~~ordinary shares entitled to vote at~~ the ~~Annual~~press ~~General~~release ~~Meeting~~issued ~~was~~in ~~133,719,291.~~connection ~~The~~with ~~number of ordinary shares present or represented by valid proxy at~~ the ~~Annual~~announcement ~~General~~is ~~Meeting~~furnished ~~was~~as ~~124,956,837,~~Exhibit ~~thus establishing a quorum for the Annual General Meeting~~99.1 ~~All matters submitted~~ to athis ~~vote~~Current ofReport ~~the~~on ~~Company’s~~Form ~~shareholders at the Annual General Meeting were approved and the director nominees were elected~~8-K. ~~The voting results reported below are final.~~

Ordinary Resolutions	For	Against	Withheld	Broker Non-Votes
To re-appoint as a director Arjun Goyal, M.D., M.Phil., M.B.A., who retires by rotation in accordance with the Company’s articles of association.	116,896,525	463,793	7,596,955	—
To re-appoint as a director Samarth Kulkarni, Ph.D., who retires by rotation in accordance with the Company’s articles of association	97,746,177	19,614,141	7,596,955	—
To re-appoint KPMG LLP, a United Kingdom entity, as U.K. statutory auditors of the Company, to hold office until the conclusion of the next meeting at which the Company’s annual accounts and reports are laid before the Company.	124,954,164	2,673	436	—
To ratify the re-appointment of KPMG LLP, a Delaware limited liability partnership, as the Company’s independent registered public accounting firm, for the financial year ending December 31, 2025.	124,955,502	1,335	436	—
To authorize the Audit Committee to determine the Company’s auditors’ remuneration for the financial year ending December 31, 2025.	117,132,558	2,570	7,822,145	—
To receive and adopt our U.K. statutory annual accounts and reports for the financial year ended December 31, 2024 and to note that the Company’s directors do not recommend the payment of any dividend for the financial year ended December 31, 2024.	117,101,187	32,347	7,823,739	—
To receive and approve, on an advisory basis, the Company’s U.K. statutory directors’ remuneration report for the financial year ended December 31, 2024.	116,941,438	395,738	7,620,097	—
To receive and approve the Directors' Remuneration Policy as set out in the Company's UK statutory directors' remuneration report for the financial year ended December 31, 2024.	116,981,580	376,720	7,598,973	—
To generally and unconditionally authorize the directors of the Company or any duly authorised committee of the directors, in accordance with the section 551 of the UK Companies Act 2006 (the “Companies Act”), to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of £133,184	104,155,618	12,976,701	7,824,954	—
Special Resolution
Subject to the passing of Resolution 9, to empower the Board of Directors to allot equity securities for cash, under section 570 of the Act as if section 561(1) of the Companies Act did not apply to such allotment up to a maximum aggregate nominal amount of £133,184.	98,231,886	18,900,168	7,825,219	—

The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.
99.1			Press Release dated August 12, 2025
104			Cover Page Interactive Data (embedded within the Inline XBRL document)

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: ~~June 20~~ August 12, 2025

By: /s/ ~~Raphael~~Saurabh ~~Deferiere~~Saha Name: ~~Raphael~~Saurabh ~~Deferiere~~Saha, M.D., Ph.D. Title: ~~Principal~~Chief ~~Accounting~~Executive Officer

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