Centessa Pharmaceuticals plc 8-K, filed Oct 6, 2022

Centessa Pharmaceuticals plc (CNTA)

8-K 2022-10-06 For: 2022-10-06

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Added on April 10, 2026

About this 8-K

Centessa Pharmaceuticals plc filed this 8-K on October 6, 2022.

Items reported

Item 8.01: Other events
Item 9.01: Financial statements and exhibits

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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


Exhibit No.

3.1		Articles of Association of the registrant, as currently in effect.

104		Cover Page Interactive Data (embedded within the Inline XBRL document)


By:		/s/ Saurabh Saha
Name:		Saurabh Saha, M.D., Ph.D.
Title:		Chief Executive Officer


1.	Applicability of the Model Articles	1
2.	Definitions and Interpretation	1
3.	Form of Resolution	3
4.	Capital	4
5.	Limited Liability	4
6.	Change of Name	4
7.	Power to Attach Rights to Shares	4
8.	Allotment of Shares and Pre-Emption	4
9.	Redeemable Shares	5
10.	Shareholder Rights	5
11.	Pari Passu Issues	7
12.	Variation of Rights	7
13.	Payment of Commission	7
14.	Trusts Not Recognised	7
15.	Uncertificated Shares	8
16.	Share Certificates	9
17.	Replacement Certificates	9
18.	Lien on Shares not Fully Paid	10
19.	Enforcement of Lien by Sale	10
20.	Application of Proceeds of Sale	10
21.	Calls	10
22.	Liability of Joint Holders	11
23.	Interest on Calls	11
24.	Power to Differentiate	11
25.	Payment of Calls in Advance	11
26.	Notice if Call or Instalment Not Paid	11
27.	Forfeiture for Non-Compliance	11
28.	Notice After Forfeiture	12
29.	Forfeiture May Be Annulled	12
30.	Surrender	12
31.	Sale of Forfeited Shares	12
32.	Effect of Forfeiture	12
33.	Evidence of Forfeiture	12
34.	Form of Transfer	13
35.	Right to Refuse Registration of Transfer	13
36.	Notice of Refusal to Register a Transfer	14
37.	No Fees on Registration	14
38.	Other Powers in Relation to Transfers	14
39.	Transmission of Shares on Death	14


40.	Election of Person Entitled By Transmission	14
41.	Rights on Transmission	15
42.	Destruction of Documents	15
43.	Sub-Division	16
44.	Fractions	16
45.	Annual General Meetings	16
46.	Convening of General Meetings	16
47.	Notice of General Meetings	16
48.	Contents of Notice of Meetings	16
49.	Omission to Give Notice and Non-Receipt of Notice	17
50.	Postponement of General Meeting	17
51.	Quorum at General Meeting	18
52.	Procedure if Quorum Not Present	18
53.	Chairman of General Meeting	18
54.	Entitlement to Attend and Speak	18
55.	Adjournments	18
56.	Notice of Adjournment	19
57.	Business of Adjourned Meeting	19
58.	Security Arrangements and Orderly Conduct	19
59.	Other Arrangements for Viewing and Hearing Proceedings at Physical General Meetings	19
60.	Satellite Meeting Places	20
61.	Electronic General Meetings	21
62.	Meaning of Participate	21
63.	Amendment to Resolutions	21
64.	Members’ Resolutions	22
65.	Method of Voting	22
66.	Objection to Error in Voting	22
67.	Procedure on a Poll	23
68.	Votes of Members	23
69.	No Right to Vote Where Sums Overdue on Shares	24
70.	Voting by Proxy	24
71.	Receipt of Proxy	25
72.	Revocation of Proxy	26
73.	Corporate Representatives	26
74.	Failure to Disclose Interests in Shares	27
75.	Power of Sale of Shares of Untraced Members	29
76.	Application of Proceeds of Sale of Shares of Untraced Members	30
77.	Number of Directors	30
78.	Power of Company to Appoint Directors	30
79.	Power of Board to Appoint Directors	30


80.	Eligibility of New Directors	30
81.	Classes and Retirement of Directors	31
82.	Deemed Re-Appointment	31
83.	Procedure if Insufficient Directors Appointed	31
84.	Removal of Directors	32
85.	Vacation of Office by Director	32
86.	Resolution as to Vacancy Conclusive	33
87.	Appointment of Alternate Directors	33
88.	Alternate Directors’ Participation in Board Meetings	33
89.	Alternate Directors Responsible for Own Acts	33
90.	Interests of Alternate Director	33
91.	Revocation of Alternate Director	34
92.	Arrangements with Non-Executive Directors	34
93.	Expenses	34
94.	Additional Remuneration	34
95.	Remuneration of Executive Directors	34
96.	Pensions and Other Benefits	34
97.	Powers of the Board	35
98.	Powers of Directors if Less Than Minimum Number	35
99.	Powers of Executive Directors	35
100.	Delegation to Committees	36
101.	Local Management	36
102.	Board Meetings	36
103.	Notice of Board Meetings	36
104.	Quorum	37
105.	Chairman	37
106.	Voting	37
107.	Participation by Telephone or Other Form of Communication	37
108.	Resolution in Writing	37
109.	Proceedings of Committees	38
110.	Minutes of Proceedings	38
111.	Validity of Proceedings	38
112.	Transactions or Other Arrangements With the Company	38
113.	Authorisation of Directors’ Conflicts of Interest	39
114.	Directors’ Permitted lnterests	40
115.	General	41
116.	Power of Attorney	41
117.	Exercise of Voting Power	42
118.	Provision for Employees on Cessation of Business	42
119.	Overseas Registers	42
120.	Borrowing Powers	42


121.	Power to Authenticate Documents	42
122.	Use of Seals	43
123.	Declaration of Dividends	43
124.	Interim Dividends	43
125.	Calculation and Currency of Dividends	43
126.	Amounts Due on Shares can be Deducted from Dividends	43
127.	Dividends Not in Cash	44
128.	No Interest on Dividends	44
129.	Method of Payment	44
130.	Uncashed Dividends	45
131.	Unclaimed Dividends	45
132.	Scrip Dividends	45
133.	Capitalisation of Reserves	47
134.	Record Dates	48
135.	Inspection of Records	48
136.	Accounts to be Sent to Members	48
137.	Service of Notices	49
138.	Notice on Person Entitled By Transmission	50
139.	Record Date for Service	50
140.	Evidence of Service	50
141.	Notice When Post not Available	51
142.	Winding Up	51
143.	Indemnity and Insurance	51
144.	Exclusive Jurisdiction	52