Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. 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 A…

Material Modification to Rights of Security Holders. 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. The information set forth in Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference into this

Completion of Acquisition or Disposition of Assets. 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 “ Sch…

Termination of a Material Definitive Agreement. 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 Pharmace…

Changes in Control of Registrant. 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. The information set forth in Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this

CEO, Director, Executive Officer — Mario Alberto Accardi, Ph.D., John Crowley, Stephen Kanes, M.D., Ph.D., Raphael Deferiere, Francesco De Rubertis, Arjun Goyal, Mary Lynne Hedley, Mathias Hukkelhoven, Samarth Kulkarni, Carol Stuckley, Brett Zbar: Multiple senior executives and directors departed due to the Acquisition.

Other Events. Court Sanction Hearing Timing and Attendance The hearing at which the Court will be asked to sanction the Scheme of Arrangement (the “Court Sanction Hearing”) is currently scheduled for June 22, 2026 and will be held at The Royal Courts of Justice, The Rolls Building, 7 Rolls Buildings, London EC4A 1NL, United Kingdom. Details of the Court Sanction Hearing will be available on the Court service website on the day before the Court Sanction Hearing. Holders of ordinary shares in t…

Other Events. At 11:59 p.m. on May 21, 2026, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), expired with respect to the previously announced acquisition (the “Acquisition”) of the entire issued and to be issued share capital of Centessa Pharmaceuticals plc, a public limited company registered in England and Wales (the “Company” or “Centessa”) by Eli Lilly and Company (“Parent” or “Lilly”), by means of a court-sanctione…

Entry into a Material Definitive Agreement. Transaction Agreement On March 31, 2026, Centessa Pharmaceuticals plc, a public limited company registered in England and Wales (the “Company”), entered into a Transaction Agreement (the “Transaction Agreement”) with Eli Lilly and Company, an Indiana corporation (“Parent”), and LDH XV Corporation, a Delaware corporation and direct wholly owned subsidiary of Parent (“Purchaser”). Under the terms of the Transaction Agreement, Purchaser (and/or at Pare…

Chief Executive Officer and Director — Saurabh Saha, M.D., Ph.D.: Dr. Saha stepped down from his position as CEO and a member of the Board of Directors.

Chief Executive Officer and member of the Board of Directors — Dr. Mario Alberto Accardi, PhD: Dr. Accardi was appointed as the new CEO and joined the Board of Directors with a detailed Employment Agreement.

CEO — Dr. Saurabh Saha, M.D., Ph.D.: Dr. Accardi is being promoted to CEO and Dr. Saha is stepping down from his position as CEO.

Other Events. On November 24, 2025, Centessa Pharmaceuticals plc (the “Company”) entered into an Amended and Restated Sales Agreement (the “Sales Agreement”) with Leerink Partners LLC (“Leerink”), which amended and restated that certain Sales Agreement, dated as of January 27, 2023, by and between the Company and Leerink (the “Original Sales Agreement”). Pursuant to the Sales Agreement, the Company may, from time to time in its sole discretion, issue and sell through Leerink, acting as the Co…

Entry into a Material Definitive Agreement. On November 11, 2025, Centessa Pharmaceuticals plc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Leerink Partners LLC, as representatives (the “Representatives”) of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of 11,627,907 American Depositary Shares (the “ADSs”), each presenting one ordinary share, with a nomina…

Results of Operations and Financial Condition. On November 5, 2025, Centessa Pharmaceuticals plc (the “Company”) announced its financial results for the quarter ended September 30, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Results of Operations and Financial Condition. On August 12, 2025, Centessa Pharmaceuticals plc (the “Company”) announced its financial results for the quarter ended June 30, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as…

Chief Accounting Officer — Raphael Deferiere: Appointment of Raphael Deferiere as Chief Accounting Officer.

Results of Operations and Financial Condition. On May 14, 2025, Centessa Pharmaceuticals plc (the “Company”) announced its financial results for the three months ended March 31, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,…

Results of Operations and Financial Condition. On March 24, 2025, Centessa Pharmaceuticals plc (the “Company”) announced its financial results for the quarter and year ended December 31, 2024. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act…

Entry into a Material Definitive Agreement. On February 14, 2025, Centessa Pharmaceuticals (UK) Limited (“Centessa”), a wholly-owned subsidiary of Centessa Pharmaceuticals plc (the “Company”), entered into a License Agreement (the “License Agreement”) with Genmab A/S (“Genmab”) pursuant to which Centessa granted to Genmab an exclusive worldwide license to leverage the Company’s proprietary LockBody platform to research products against up to three undisclosed targets during a multi-year resea…

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 lende…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in

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…

Results of Operations and Financial Condition. On November 12, 2024, Centessa Pharmaceuticals plc (the “Company”) announced its financial results for the quarter ended September 30, 2024. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Entry into a Material Definitive Agreement. On September 12, 2024, Centessa Pharmaceuticals plc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and Leerink Partners LLC, as representatives (the “Representatives”) of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of 15,254,237 American Depositary Shares (the “ADSs”), each presenting one ordinary share, wi…