As filed with the Securities and Exchange Commission on March 30, 2023
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
CENTESSA PHARMACEUTICALS PLC
(Exact name of registrant as specified in its charter)
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England and Wales |
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98-1612294 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
Centessa Pharmaceuticals plc
3rd Floor, 1 Ashley Rd,
Altrincham, Cheshire,
United Kingdom, WA14 2DT
+44 (0) 203 920 6789, ext. 9999
(Address of Principal Executive Offices)
Centessa Pharmaceuticals plc 2021 Share Option and Incentive Plan
Centessa Pharmaceuticals plc 2021 Employee Share Purchase Plan
(Full Title of the Plans)
Saurabh Saha
Chief
Executive Officer
Centessa Pharmaceuticals, Inc.
One Federal Street, 38th Floor
Boston, Massachusetts 02110
+1 (617)-468-5770
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Mitchell S. Bloom
Edwin M. OConnor
James Xu Goodwin Procter
LLP 100 Northern Avenue
Boston, MA 02210 (617) 570-1000 |
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Iqbal Hussain
Centessa Pharmaceuticals plc
3rd Floor, 1 Ashley Rd,
Altrincham, Cheshire,
United Kingdom, WA14 2DT
+44 (0) 203 920 6789, ext. 9999 |
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Graham Defries
Goodwin Procter (UK) LLP
100 Cheapside London EC2V
6DY United Kingdom
+44 20 7447 4200 |
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.
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Large accelerated filer |
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☐ |
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Accelerated filer |
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Non-accelerated filer |
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☒ |
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Smaller reporting company |
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☒ |
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Emerging growth company |
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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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This
Registration Statement on Form S-8 registers 4,742,169 additional ordinary shares of Centessa Pharmaceuticals plc (the Registrant), nominal value £0.002 per share (the Ordinary
Shares) under the Centessa Pharmaceuticals plc Amended and Restated 2021 Stock Option and Incentive Plan (the 2021 Plan) and 948,433 additional Ordinary Shares under the Centessa Pharmaceuticals plc 2021 Employee Share Purchase
Plan (the 2021 ESPP), which shares may be represented by the American Depositary Shares (ADSs) of the Registrant, with each ADS representing one Ordinary Share. ADSs issuable upon deposit of the Ordinary Shares registered
hereby were registered pursuant to a separate Registration Statement on Form F-6 (File No. 333-256385). The number of Ordinary Shares reserved and available for
issuance under the 2021 Plan is subject to an automatic annual increase on each January 1, by an amount equal to the lesser of: (i) 5% of the number of Ordinary Shares issued and outstanding on the immediately preceding December 31, and
(ii) such lesser number of Ordinary Shares as determined by the Administrator (as defined in the 2021 Plan). Accordingly, on January 1, 2023, the number of Ordinary Shares reserved and available for issuance under the 2021 Plan increased
by 4,742,169. The number of Ordinary Shares reserved and available for issuance under the 2021 ESPP is subject to an automatic annual increase on each January 1, by an amount equal to the least of: (i) 1,720,000 Ordinary Shares, (ii) 1% of the
number of Ordinary Shares issued and outstanding on the immediately preceding December 31, and (iii) such lesser number of Ordinary Shares as determined by the Administrator (as defined in the 2021 ESPP). Accordingly, on January 1,
2023, the number of Ordinary Shares reserved and available for issuance under the 2021 ESPP increased by 948,433. The additional Ordinary Shares are of the same class as other securities relating to the 2021 Plan and the 2021 ESPP for which the
Registrants registration statements filed on Form S-8 filed with the Securities and Exchange Commission on June
11, 2021 (File No. 333-257027) and July 1, 2022 (File No. 333-265977), are effective, and this Registration Statement hereby incorporates by reference the contents of such prior registration statements pursuant to General Instruction E of Form S-8.