Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when CNTA files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsRed Flags Detected
- Delisting (new) — Centessa voluntarily delisted from Nasdaq and will suspend SEC reporting, ending public market transparency following the Lilly acquisition.
- Departure of CEO (new) — The CEO and entire executive team departed at closing, typical in acquisitions but representing complete leadership turnover.
Eli Lilly completes $38/share acquisition of Centessa, taking company private
Filed June 24, 2026 · Period ending June 24, 2026 · ~1 min read
Key Changes
-
high
Eli Lilly acquired all outstanding shares for $38 cash plus contingent value rights worth up to $9/share tied to unspecified milestones, totaling up to $47/share. Centessa is now a wholly owned Lilly subsidiary.
Item 2.01 — Completion of Acquisition or Disposition of Assets verify on EDGAR → -
high
Centessa delisted from Nasdaq effective June 23, 2026, and will suspend SEC reporting obligations. Shareholders lost all rights except the right to receive transaction consideration.
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule verify on EDGAR → -
high
CEO Mario Alberto Accardi and three other executive officers departed at closing. Eight directors resigned and were replaced by two Lilly appointees: Christopher Stokes and Kristina Mignon Wright.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
medium
Centessa repaid and terminated its December 2024 loan agreement with Oxford Finance LLC in connection with the acquisition.
Item 1.02 — Termination of a Material Definitive Agreement verify on EDGAR → -
medium
The company terminated its at-the-market equity offering program with Leerink Partners, ending its ability to raise capital through share sales under that agreement.
Item 8.01 — Other Events verify on EDGAR →
Summary
Eli Lilly completed its acquisition of Centessa Pharmaceuticals on June 24, 2026, paying shareholders $38 per share in cash plus contingent value rights worth up to $9 per share if unspecified milestones are achieved. The transaction, executed through a UK court-sanctioned scheme of arrangement, took Centessa private as a wholly owned Lilly subsidiary.
Trading halted June 23, and the company delisted from Nasdaq, ending its life as a publicly traded entity. The acquisition triggered a complete management and governance overhaul. CEO Mario Alberto Accardi and three other executives departed at closing, along with all eight board members. Lilly installed two new directors to oversee the subsidiary.
Centessa also repaid its Oxford Finance debt facility and terminated its at-the-market equity program with Leerink Partners, cleaning up its capital structure for integration into Lilly. Former shareholders now hold only payment rights—$38 cash plus CVRs—and have lost all governance participation. The delisting ends SEC reporting, removing public visibility into Centessa's operations going forward. For holders, the transaction is complete: cash has been or will be distributed, and the CVRs represent the only remaining upside tied to milestone achievement under Lilly's ownership.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Effective as of June 24, 2026, in connection with the Acquisition, Centessa exercised its right to terminate the Amended and Restated Sales Agreement, dated November 24, 2025, by and between Centessa and Leerink Partners LLC, with respect to an “at-the-market” offering program under which Centessa could sell, from time to time, its ordinary shares.
Centessa terminated its at-the-market equity offering agreement with Leerink Partners, ending the company's ability to sell ordinary shares through that program. The termination is linked to an unspecified acquisition. This removes a dilution mechanism previously available to the company for raising capital.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Centessa completed an acquisition resulting in CEO departure, board overhaul, and appointment of two new directors.
Added in current filing · verify on EDGAR →
In connection with the Acquisition and as of the Effective Time, Mario Alberto Accardi, Ph.D. (Chief Executive Officer and Director), John Crowley, Stephen Kanes, M.D., Ph.D., and Raphael Deferiere ceased to serve in their capacities as executive officers of Centessa.
The CEO and three other executive officers departed effective at the closing of an acquisition. This represents a complete executive leadership transition tied to the transaction.
Added in current filing · verify on EDGAR →
Additionally, in connection with the Acquisition and as of the Effective Time, each of Francesco De Rubertis, Mario Alberto Accardi, Arjun Goyal, Mary Lynne Hedley, Mathias Hukkelhoven, Samarth Kulkarni, Carol Stuckley and Brett Zbar ceased serving as a member of the board of directors of Centessa and each committee thereof on which such director served.
Eight directors departed the board simultaneously at the acquisition closing, representing a complete board reconstitution. This is typical in change-of-control transactions where the acquirer installs new governance.
Added in current filing · verify on EDGAR →
As of the Effective Time, Christopher Stokes and Kristina Mignon Wright were appointed as directors of the Company.
Two new directors were appointed at the acquisition closing. The filing references Item 2.01 for additional acquisition details but does not provide background on the new directors.
Event · Item 5.01 — Changes in Control of Registrant
Centessa became a wholly owned subsidiary following completion of an acquisition, resulting in a change in control.
Added in current filing · verify on EDGAR →
As a result of the consummation of the Acquisition, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Purchaser.
Centessa Pharmaceuticals completed an acquisition transaction that resulted in a change in control. The company is now a wholly owned subsidiary of an entity referred to as 'Purchaser'. This represents a fundamental change in ownership structure, with all shares now held by a single parent entity.
Event · Item 3.03 — Material Modification to Rights of Security Holders
Item 3.03 — Material Modification to Rights of Security Holders filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
At the Effective Time, each holder of Company Shares outstanding immediately prior to the Effective Time ceased to have any rights as a shareholder of the Company other than the right to receive the Transaction Consideration.
This 8-K discloses that Centessa shareholders lost all shareholder rights at a defined Effective Time, retaining only the right to receive Transaction Consideration. This language is typical of a merger or acquisition closing where the company's shares are being converted into cash or acquirer stock. The filing references Items 2.01, 3.01, and 5.01 for additional context, but those items are not included in the provided text.
Event · Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
In connection with the completion of the Acquisition, Centessa requested that The Nasdaq Stock Market LLC (“Nasdaq”) (a) halt trading of the Company ADSs effective as of 8:00 p.m. New York City time on June 23, 2026 and (b) file with the Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to delist the Company ADSs. Upon effectiveness of such Form 25, a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting that the Company ADSs be deregistered and that Centessa’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act be suspended with respect to the Company ADSs will be filed with the SEC.
Centessa voluntarily delisted its American Depositary Shares from Nasdaq following completion of an acquisition. Trading halted at 8:00 p.m. on June 23, 2026. The company will file Form 25 to remove the listing and Form 15 to deregister the ADSs and suspend SEC reporting obligations. This is a standard post-acquisition step when a public company goes private or is absorbed by an acquirer.
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On June 24, 2026, Centessa, Eli Lilly and Company (“Lilly”) and LDH XV Corporation, a wholly owned subsidiary of Lilly (“Purchaser”), completed the transactions contemplated by the previously announced Transaction Agreement, dated March 31, 2026, by and among Centessa, Lilly and Purchaser (the “Transaction Agreement”). Pursuant to a court-sanctioned scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (the “Scheme of Arrangement”), Purchaser acquired the entire issued and outstanding ordinary share capital of Centessa (the “Acquisition”) and Centessa became a wholly owned subsidiary of Lilly.
Eli Lilly completed its acquisition of Centessa Pharmaceuticals through a UK court-sanctioned scheme of arrangement. Centessa is now a wholly owned subsidiary of Lilly. The transaction closed on June 24, 2026, following court sanction on June 22, 2026.
Added in current filing · verify on EDGAR →
each option to purchase Company Shares granted under any Company equity incentive plan, program or arrangement under which equity awards were outstanding (the “Company Share Plans”) (each, a “Company Option”) having an exercise price less than the Cash Consideration (each such option, a “Company Cash-Out Option”) that was outstanding immediately prior to the Effective Time, whether or not vested, was canceled, and, in exchange therefor, the holder of such canceled Company Cash-Out Option is entitled to receive (without interest), in consideration of the cancellation of such Company Cash-Out Option (A) an amount in cash (less applicable tax withholdings pursuant to the Transaction Agreement) equal to the product of (1) the total number of Company Shares subject to such Company Cash-Out Option immediately prior to the Effective Time multiplied by (2) the excess, if any, of the Cash Consideration over the applicable exercise price per Company Share under such Company Cash-Out Option and (B) one (1) CVR for each Company Share subject to such Company Cash-Out Option immediately prior to the Effective Time (without regard to vesting)
In-the-money stock options (exercise price below $38.00) were canceled and holders received cash equal to the spread between $38.00 and the exercise price, plus one CVR per share subject to the option. Out-of-the-money options (exercise price at or above $38.00) were canceled for no consideration. All unvested restricted stock units vested and were converted to $38.00 cash plus one CVR per share.
Event · Item 1.02 — Termination of a Material Definitive Agreement
Item 1.02 — Termination of a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On June 24, 2026, in connection with the Acquisition (as defined below), Centessa Pharmaceuticals plc, a public limited company registered in England and Wales (“Centessa” or the “Company”) repaid in full all indebtedness, liabilities and other obligations under, and terminated the Loan and Security Agreement, dated as of December 30, 2024, by and among Centessa Pharmaceuticals Holdings, Inc., Centessa Biosciences, Inc. and Centessa Pharmaceuticals LLC, Oxford Finance LLC (as collateral agent and a lender), and the other lenders from time to time party thereto.
Centessa fully repaid and terminated its loan agreement with Oxford Finance LLC and other lenders, originally entered into in December 2024. The repayment occurred in connection with an acquisition, though the 8-K does not provide details about the acquisition itself or the amount repaid.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jun 24, 2026 · How we verify