Centessa Pharmaceuticals Files Proxy Materials

TL;DR

Centessa Pharma filed proxy docs 3/31/26. Shareholders vote soon.

AI Summary

Centessa Pharmaceuticals plc filed a DFAN14A on March 31, 2026, related to additional definitive proxy soliciting materials. The filing includes documents such as the DFAN14A form itself and associated graphics. The company's mailing and business addresses are located in Altrincham, Cheshire, UK.

Why It Matters

This filing indicates Centessa Pharmaceuticals is engaging in proxy solicitations, which are crucial for shareholder voting on corporate matters.

Risk Assessment

Risk Level: low — This is a routine administrative filing related to proxy materials and does not inherently indicate financial risk.

Key Players & Entities

• Centessa Pharmaceuticals plc (company) — Subject of the filing
• 0001847903 (company) — CIK number for Centessa Pharmaceuticals plc
• 2026-03-31 (date) — Filing date

FAQ

Key Financial Figures

• $38.00 — ADSs) representing ordinary shares) for $38.00 in cash per share plus one non-transfer
• $9.00 — holder to receive up to an aggregate of $9.00 subject to the achievement of three mil
• $47.00 — regate per share consideration of up to $47.00. CVR holders would become entitled to r
• $2.00 — ive contingent payments as follows: (i) $2.00 per CVR in cash, upon U.S. FDA approval
• $5.00 — nniversary of transaction closing; (ii) $5.00 per CVR in cash, upon U.S. FDA approval
• $6.3 billion — aggregate equity value of approximately $6.3 billion and the CVR represents an additional po
• $1.5 billion — aggregate equity value of approximately $1.5 billion. 2 The transaction, which will be e

Filing Documents

• d111268ddfan14a.htm (DFAN14A) — 34KB
• g111268dsp4.jpg (GRAPHIC) — 7KB
• g111268dsp4a.jpg (GRAPHIC) — 7KB
• 0001193125-26-133360.txt ( ) — 56KB

From the Filing

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Rule 14a-12 CENTESSA PHARMACEUTICALS PLC (Name of Registrant as Specified in its Charter) ELI LILLY AND COMPANY (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Filed by Eli Lilly and Company Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Commission File No.: 001-40445 The following is a joint press release issued by Eli Lilly and Company and Centessa Pharmaceuticals plc on March 31, 2026. March 31, 2026 For Release: Immediately Refer to: Ashley Hennessey; gentry_ashley_jo@lilly.com ; 317-416-4363 (Media) Michael Czapar; czapar_michael_c@lilly.com ; 317-617-0983 (Investors) Kristen Sheppard; Kristen.sheppard@centessa.com , 857-998-1877 (Centessa) Lilly to acquire Centessa Pharmaceuticals to advance treatments for sleep-wake disorders Centessa's OX2R agonist pipeline includes a potential best-in-class therapeutic with significant promise to meaningfully improve outcomes across a range of sleep-wake disorders Acquisition expands Lilly's neuroscience portfolio and capabilities into sleep medicine INDIANAPOLIS, BOSTON, and LONDON, March 31, 2026 – Eli Lilly and Company (NYSE: LLY) and Centessa Pharmaceuticals plc (Nasdaq: CNTA), a clinical-stage company developing a new class of medicines for the treatment of excessive daytime sleepiness and other neurological conditions, today announced a definitive agreement for Lilly to acquire Centessa. Centessa is advancing a pipeline of orexin receptor 2 (OX2R) agonists designed to address the neurobiological system critical to the sleep-wake cycle to treat excessive daytime sleepiness and disorders of impaired wakefulness. Its lead investigational candidate cleminorexton (formerly ORX750) has demonstrated a potential best-in-class profile in Phase 2a clinical studies across narcolepsy type 1, narcolepsy type 2, and idiopathic hypersomnia. Centessa's OX2R agonist portfolio includes additional clinical and preclinical-stage assets with potential utility across a broader range of neurological, neurodegenerative, and neuropsychiatric conditions. "Orexin receptor biology represents one of the most compelling mechanistic opportunities in neuroscience as a direct intervention on the master switch of the sleep-wake cycle. Centessa has assembled a portfolio with the breadth and depth to improve wakefulness across a broad array of indications," said Carole Ho, executive vice president and president, Lilly Neuroscience. "Joining forces with Centessa colleagues means we can now pursue that potential at the speed and scale it deserves." "Centessa is at the forefront of orexin science, and we've built a potential best-in-class portfolio of OX2R agonists with a level of depth and breadth that could help redefine what's possible in neuroscience," said Mario Alberto Accardi, PhD, Chief Executive Officer of Centessa and Founder of the Orexin Program. "Driven by a bold vision, our team has advanced an innovative portfolio with the speed, rigor and conviction needed to lead a new era of orexin-based therapeutics. Now, we are thrilled to take our next step toward a potential combination with Lilly who shares our vision. By combining Centessa's team and capabilities with Lilly's global complementary research, clinical, regulatory and commercial capabilities, we will seek to accelerate the advancement of our orexin portfolio across a broad range of neuroscience indications for the benefit of patients in need. I'm incredibly proud of what our team has achieved and deeply grateful to the investigators, study participants, employees and shareholders who have made our progress possible. This milestone reflects not only the strength of our science, but also the transformative potential of our orexin portfolio for patients who urgently need new solutions." Under the terms of the transaction agreement, Lilly will acquire all of the issued and to be issued share capital of Centessa (including the American Depositary Shares (ADSs) representing ordinary shares) for $38.00 in cash per share plus one non-transferrable contingent value right (CVR) that entitles the holder to receive up to an aggregate of $9.00 subject to the achievement of three milestones described be

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View this DFAN14A filing on SEC EDGAR