NASDAQ NASDAQ false 0001847903 0001847903 2022-10-06 2022-10-06 0001847903 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember 2022-10-06 2022-10-06 0001847903 dei:AdrMember 2022-10-06 2022-10-06

 

 

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): October 6, 2022

 

 

CENTESSA PHARMACEUTICALS PLC

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

 

 

 

England and Wales   001-04321   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 WA14 2DT

United Kingdom

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: +44 7391 789784

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.  ☐

 

 

 

Explanatory Note: This Current Report on Form 8-K is being filed for the purpose of filing a corrected version of the current Articles of Association (the “Articles”) of Centessa Pharmaceuticals plc (the “Company”), originally approved by the Company’s shareholders on May 20, 2021 and which became effective on June 2, 2021.

 

Item 8.01

Other Events.

As previously disclosed, on May 20, 2021, the shareholders of Centessa Pharmaceuticals plc (the “Company”) adopted articles of association (the “Articles”) with effect from the completion of the Company’s initial public offering. On June 2, 2021, in connection with the closing of the Company’s initial public offering of its ordinary shares, the Company filed the Articles with the Registrar of Companies in England and Wales. Among other things, the Articles authorize the issuance of an unlimited number of ordinary shares and an unlimited number of deferred shares. The foregoing description of the Amended Articles is qualified in its entirety by reference to the full text of the Articles, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

     
3.1    Articles of Association of the registrant, as currently in effect.
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: October 6, 2022

 

By:  

/s/ Saurabh Saha

Name:   Saurabh Saha, M.D., Ph.D.
Title:   Chief Executive Officer
Centessa Pharmaceuticals (NASDAQ:CNTA)
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