Centessa Pharmaceuticals Plc ADR 2024年度报告

(Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember31, 2024 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto Commission file number001-40445CENTESSA PHARMACEUTICALS PLC(Exact name of registrant as specified in its charter) England and Wales(State or other jurisdiction ofincorporation or organization) 98-1612294 (I.R.S. Employer Identification No.) 3rd Floor1 Ashley RoadAltrinchamCheshireWA14 2DTUnited Kingdom(Address of principal executive offices and zip code) +1(617)468-5770Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: *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 is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesxNoo Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesoNox Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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.Yesx No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yesx Noo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act. (Check one): If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yeso Nox As of June 30, 2024, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant,based on the last reported sales price of the Registrant’s ordinary shares, nominal value £0.002 per share, on The Nasdaq Global SelectMarket on such date, was approximately $621,502,000. The registrant had outstanding133,184,349ordinary shares as of March10, 2025. Summary of the Material Risks Associated with Our Business Our business is subject to numerous risks and uncertainties that you should be aware of in evaluating our business. Theserisks are described more fully in Item 1A - Risk Factors, and include, but are not limited to, the following: •We may not be successful in our efforts to use our differentiated asset-centric approach to drug discovery anddevelopment to build a pipeline of product candidates with commercial value.•A single or limited number of programs, developmental assets or product candidates may comprise a large proportion ofour value.•We face challenges, risks and expenses related to our operations as well as the management of the expected growth in thescale and complexity of our operations.•We, and our Centessa Subsidiaries, have incurred net losses since inception, and we expect to continue to incur losses forthe foreseeable future and may never achieve or maintain profitability.•We will need substantial additional funds to advance development of our product candidates, and we cannot guaranteethat we will have sufficient funds available in the future to develop and commercialize our current or future productcandidates.•Our loan facility and payment obligations under the Loan