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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

Exhibit 31.1

CERTIFICATION 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

I, Saurabh Saha, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A of Centessa Pharmaceuticals plc; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: February 14, 2025     By:  

/s/ Saurabh Saha

      Saurabh Saha
      Chief Executive Officer
      Principal Executive Officer

Exhibit 31.2

CERTIFICATION 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

I, John Crowley, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A of Centessa Pharmaceuticals plc; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: February 14, 2025     By:  

/s/ John Crowley

      John Crowley
      Chief Financial Officer
      Principal Financial Officer
v3.25.0.1
Cover - shares
 9 Months Ended
Sep. 30, 2024
Nov. 01, 2024
Document Information [Line Items]    
Document Type 10-Q/A  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 001-40445  
Entity Registrant Name CENTESSA PHARMACEUTICALS PLC  
Entity Incorporation, State or Country Code X0  
Entity Tax Identification Number 98-1612294  
Entity Address, Address Line One 3rd Floor  
Entity Address, Address Line Two 1 Ashley Road  
Entity Address, Address Line Three Altrincham  
Entity Address, City or Town Cheshire  
Entity Address, Postal Zip Code WA14 2DT  
Entity Address, Country GB  
Country Region 1  
City Area Code 617  
Local Phone Number 468-5770  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   113,845,476
Amendment Flag true  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Entity Central Index Key 0001847903  
Current Fiscal Year End Date --12-31  
Amendment Description 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.  
Ordinary Shares    
Document Information [Line Items]    
Title of 12(b) Security Ordinary shares, nominal value £0.002 per share  
Trading Symbol CNTA  
Security Exchange Name NASDAQ  
American Depositary Shares    
Document Information [Line Items]    
Title of 12(b) Security American Depositary Shares, each representing one ordinary share, nominal value £0.002 per share  
Trading Symbol CNTA  
Security Exchange Name NASDAQ  
v3.25.0.1
Insider Trading Arrangements
 9 Months Ended
Sep. 30, 2024
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement
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.
 
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.
Karen Anderson [Member]  
Trading Arrangements, by Individual  
Name Karen Anderson
Title Chief People Officer
Expiration Date August 15, 2025
Aggregate Available 146,971
Tia Bush [Member]  
Trading Arrangements, by Individual  
Name Tia Bush
Title Chief Technology and Quality Officer
Expiration Date December 15, 2025
Aggregate Available 203,216
Iqbal Hussain [Member]  
Trading Arrangements, by Individual  
Name Iqbal Hussain
Title General Counsel and Corporate Secretary
Expiration Date December 15, 2025
Aggregate Available 183,705
Harris Rotman [Member]  
Trading Arrangements, by Individual  
Name Harris Rotman
Title former Senior Vice President Regulatory Affairs
Termination Date August 1, 2024
Aggregate Available 41,751
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