Centessa Pharmaceuticals (CNTA) 10-Q/A 2024 Q3 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q/A

(Amendment No. 1)

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

     

to

     

Commission file number

001-40445

CENTESSA PHARMACEUTICALS PLC

(Exact name of registrant as specified in its charter)

England and Wales	98-1612294
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3rd Floor

1 Ashley Road

Altrincham

Cheshire WA14 2DT

United Kingdom

(Address of principal executive offices and zip code)

+1 (617)

468-5770

Registrant’s telephone number, including area code

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Act).  Yes ☐ No ☒

The registrant had outstanding 113,845,476 ordinary shares as of November 1, 2024.

EXPLANATORY NOTE

Centessa Pharmaceuticals plc (the “Company”) is filing this Amendment No. 1 on Form

10-Q/A

(this “Amendment”) to its Quarterly Report on Form

10-Q

for the fiscal quarter ended September 30, 2024, which was originally filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2024 (the “Original Filing”). This Amendment is being filed to revise Part II “Item 5. Other Information” by adding Rule

10b5-1

trading arrangements entered into by Karen Anderson, Tia Bush, Iqbal Hussain, and Harris Rotman during the quarter ended September 30, 2024, which were inadvertently omitted from the disclosure included in the Original Filing.

In addition, as required by Rule

12b-15

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s Chief Executive Officer and Chief Financial Officer are filed herewith as exhibits to this Amendment, under Item 6 hereof, pursuant to Rule

13a-14(a)

or

15d-14(a)

of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation

S-K,

paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. No changes have been made to the financial statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.

ITEM 5. OTHER INFORMATION

Insider Adoption or Termination of Trading Arrangements:

During the fiscal quarter ended September 30, 2024, none of our directors or officers informed us of the adoption or termination of a “Rule

10b5-1

trading arrangement” or

“non-Rule

10b5-1

trading arrangement,” as those terms are defined in Regulation

S-K,

Item 408, except as described below:

On

September 13, 2024

, Karen Anderson, our Chief People Officer, entered into a Rule

10b5-1

Plan intended to satisfy the affirmative defense of Rule

10b5-1(c)

under the Exchange Act. The Anderson Rule

10b5-1

Plan provides for the potential sale (beginning on December 13, 2024) of 146,971 shares of the Company’s ordinary shares. The Anderson Rule

10b5-1

Plan expires on August 15, 2025, or upon the earlier completion of all the transactions authorized thereunder.

On

September 14, 2024

, Tia Bush, our Chief Technology and Quality Officer, entered into a Rule

10b5-1

Plan intended to satisfy the affirmative defense of Rule

10b5-1(c)

under the Exchange Act. The Bush Rule

10b5-1

Plan provides for the potential sale (beginning on December 10, 2024) of 203,216 shares of the Company’s ordinary shares. The Bush Rule

10b5-1

Plan expires on December 15, 2025, or upon the earlier completion of all the transactions authorized thereunder.

On

September 14, 2024

, Iqbal Hussain, our General Counsel and Corporate Secretary, entered into a Rule

10b5-1

Plan intended to satisfy the affirmative defense of Rule

10b5-1(c)

under the Exchange Act. The Hussain Rule

10b5-1

Plan provides for the potential sale (beginning on December 14, 2024) of 183,705 shares of the Company’s ordinary shares. The Hussain Rule

10b5-1

Plan expires on December 15, 2025, or upon the earlier completion of all the transactions authorized thereunder.

2

On

July 17, 2024

, Harris Rotman, our former Senior Vice President Regulatory Affairs, prior to his departure from the Company, terminated a trading arrangement he had previously adopted with respect to the sale of our ordinary shares that was intended to satisfy the affirmative defense of Rule

10b5-1(c)

under the Exchange Act. The Rotman Rule

10b5-1

Plan was adopted on June 20, 2023, had a term that ended on August 1, 2024 and provided for the sale of up to 41,751

shares

of the Company’s ordinary shares. As of the date of termination of the Rotman Rule

10b5-1

Plan, Mr. Rotman had sold 41,751 shares of ordinary shares under its terms.

3

Item 6. Exhibits

Exhibit number	Description of exhibit
31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)
31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)
101 INS	XBRL Instance Document
101 SCH	XBRL Taxonomy Extension Schema Document
104	Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101.)

(1) Filed herewith

4

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 thereunto duly authorized.

	CENTESSA PHARMACEUTICALS PLC
Date: February 14, 2025	By:	/s/ Saurabh Saha, M.D., Ph.D.
		Name: Saurabh Saha, M.D., Ph.D.
		Title: Chief Executive Officer (Principal Executive Officer)

Date: February 14, 2025	By:	/s/ John Crowley
		Name: John Crowley
		Title: Chief Financial Officer (Principal Financial Officer)

5