Centessa Pharmaceuticals Plc ADR美股招股说明书(2025-11-12版)

Centessa Pharmaceuticals plc American Depositary Shares (“ADSs”) each ADS representing one ordinary share, nominal We are offeringvalue £0.002 per share. ADSs representing our ordinary shares are listed on The Nasdaq Global Select Market under the symbol “CNTA”. OnNovember10, 2025, the last reported sale price of our ADSs was $22.33 per ADS. For a description of the rights attached to the ordinary shares, please see “Description of Share Capital and Articles ofAssociation” beginning on page10 of the accompanying prospectus. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and a smallerreporting company as defined in Rule12b-2promulgated under the Securities Exchange Act of 1934, as amended (the“Exchange Act”), and, as such, are subject to certain reduced public company reporting requirements. See “ProspectusSupplement Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.” Investing in our securities involves certain risks. These risks are described under the caption“RiskFactors” beginning on pageS-7of this prospectus supplement and in the documents incorporatedby reference into this prospectus supplement and the accompanying prospectus. PerADSTotalPublic offering price$$Underwriting discounts and commissions(1)$$Proceeds to us, before expenses$$ (1)See “Underwriters” for a description of compensation payable to the underwriters. The underwriters may also purchase up toadditional ADSs from us at the public offering price, less underwritingdiscounts and commissions, within 30 days from the date of the final prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus supplement and the accompanyingprospectus. Any representation to the contrary is a criminal offense. We expect to deliver the ADSs to investors on or about November, 2025, which will be the second trading day following theinitial trade date for the ADSs offered pursuant to this prospectus supplement (this settlement cycle being referred to as “T+2”).Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one trading day,unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the ADSs of commonstock being offered hereby prior to the trading day preceding the settlement date will be required, by virtue of the fact that theADSs initially will settle T+2, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement.Purchasers of the ADSs who wish to trade the ADSs prior to the trading day preceding the settlement date should consult theirown advisors. GuggenheimSecurities LifeSci Capital Oppenheimer & Co. Table of Contents Table of Contents PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDILUTIONUNDERWRITINGCERTAIN MATERIAL INCOME TAX CONSIDERATIONSLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSSECURITIES WE MAY OFFERDESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATIONDESCRIPTION OF AMERICAN DEPOSITARY SHARESDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSTAXATIONUSE OF PROCEEDSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSSERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIESWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of an automatic shelf registration statement on FormS-3(FileNo.333-282032)that we originally filed with the Securities and Exchange Commission (“SEC”) on September11, 2024. This prospectus supplement describes thespecific terms of this offering and also adds to and updates the information contained in the accompanying prospectus and the documents incorporatedby reference into this prospectus supplement and the accompanying prospectus. The accompanying prospectus gives more general information, some ofwhich may not apply to this offering. If there is a difference between the information contained in this prospectus supplement and the informationcontained in the accompanying prospectus or any document incorporated by reference, you should rely on the information in this prospectussupplement. Generally, when we refer to the prospectus, we are referring to this prospectus supplement and the accompanying prospectus combined. We have not, and the underwriters have not, authorized anyone to provide you with information different than or inconsistent with the informationcontained in or incorporated by referenc