Centessa Pharmaceuticals Enters/Terminates Agreements, Incurs Obligation

TL;DR

Centessa just signed and broke deals, and now owes something. Big moves happening.

AI Summary

Centessa Pharmaceuticals plc entered into a material definitive agreement and terminated another on December 30, 2024. The company also incurred a direct financial obligation or an obligation under an off-balance sheet arrangement. Specific details regarding the nature of these agreements and obligations are not provided in this filing.

Why It Matters

This filing indicates significant changes in Centessa Pharmaceuticals' contractual and financial commitments, which could impact its operations and future financial health.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements were entered into and terminated, along with the creation of a financial obligation, suggesting potential shifts in the company's strategic or financial landscape.

Key Players & Entities

• Centessa Pharmaceuticals plc (company) — Registrant
• December 30, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $200.0 million — an aggregate principal amount of up to $200.0 million in a series of term loans (the "Term Lo
• $110.0 million — rowers received an initial Term Loan of $110.0 million on the Effective Date (the "Initial Ter
• $40.0 million — wers have access to up to an additional $40.0 million of loan proceeds in an additional tranc
• $50.0 million — e and (ii) June 30, 2028. An additional $50.0 million may be made available to the Borrowers
• $110 million — used to repay in full the approximately $110 million aggregate principal amount outstanding,
• $1.0 billion — e Company's market capitalization meets $1.0 billion. The events of default under the Loan

Filing Documents

• cnta-20241230.htm (8-K) — 36KB
• 0001847903-24-000192.txt ( ) — 215KB
• cnta-20241230.xsd (EX-101.SCH) — 3KB
• cnta-20241230_def.xml (EX-101.DEF) — 16KB
• cnta-20241230_lab.xml (EX-101.LAB) — 30KB
• cnta-20241230_pre.xml (EX-101.PRE) — 18KB
• cnta-20241230_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 30, 2024 (the "Effective Date"), certain subsidiaries of Centessa Pharmaceuticals plc (the "Company"), Centessa Pharmaceuticals Holdings, Inc., Centessa Biosciences, Inc. and Centessa Pharmaceuticals LLC (the "Borrowers," together with the Company, the "Borrower Parties") entered into a loan and security agreement (the "Loan and Security Agreement") with Oxford Finance LLC ("Oxford"), as collateral agent and a lender, and the other lenders from time to time party thereto (collectively, the "Lenders"), pursuant to which the Lenders have agreed to lend the Borrowers an aggregate principal amount of up to $200.0 million in a series of term loans (the "Term Loans"). Pursuant to the Loan and Security Agreement, the Borrowers received an initial Term Loan of $110.0 million on the Effective Date (the "Initial Term Loan"). The Borrowers have access to up to an additional $40.0 million of loan proceeds in an additional tranche which is available during the period commencing on the date of the occurrence of the Clinical Milestone (as defined in the Loan and Security Agreement) through the earlier of: (i) 90 days following the Clinical Milestone and (ii) June 30, 2028. An additional $50.0 million may be made available to the Borrowers at the Lenders' sole discretion. The term loans are set to mature on December 1, 2029 and, following an interest-only period, will begin to amortize in equal monthly installments beginning on February 1, 2029. However, if a specified milestone is achieved on or after the first anniversary of the Effective Date, then the term loans will begin to amortize in equal monthly installments beginning on February 1, 2030, and the maturity date will be extended to December 1, 2030. The term loans accrue interest at a floating rate equal to (i) secured overnight financing rate for a one-month tenor from the website of the CME Group Benchmark Administration Limited, subject to a floor of 3

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement On December 30, 2024, in connection with the entry into the Loan and Security Agreement and the repayment in full of the approximately $110.0 million aggregate principal amount outstanding and accrued and unpaid interest under the NPA, plus related fees, with a portion of the proceeds of the Initial Term Loan, the Company terminated the NPA, dated as of October 1, 2021 and as amended through the Amendment No. 3 to the NPA, dated June 23, 2023, by and among the Company and Oberland Capital. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. 104 Cover Page Interactive Data (embedded within the Inline XBRL document)

SIGNATURES

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: December 30, 2024 By: /s/ Saurabh Saha, M.D., Ph.D. Name: Saurabh Saha, M.D., Ph.D. Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR