Centessa Pharmaceuticals plc
Centessa Pharmaceuticals plc
10/18/2024 | Press release | Distributed by Public on 10/18/2024 14:02
Amendment to Quarterly Report Form 10 Q/A
10-Q/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q/A
(Amendment No. 1)
(Mark One)
| ☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended June 30, 2024
OR
| ☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
Commission file number
001-40445
CENTESSA PHARMACEUTICALS PLC
(Exact name of registrant as specified in its charter)
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England and Wales
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98-1612294
|
|
|
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
|
3rd Floor
1 Ashley Road
Altrincham
CheshireWA14 2DT
United Kingdom
(Address of principal executive offices and zip code)
+1(617)
468-5770
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
|
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 |
| * |
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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule
12b-2
of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Act). Yes ☐ No ☒
The registrant had outstanding 113,314,295 ordinary shares as of August 1, 2024.
EXPLANATORY NOTE
This Amendment No. 1 to the Quarterly Report on Form 10-Qof Centessa Pharmaceuticals plc (the "Company") for the quarterly period ended June 30, 2024, originally filed with the Securities and Exchange Commission on August 13, 2024 (the "Original Filing"), is being filed solely to correct a typographical error contained in Exhibit 31.2 submitted with the Original Filing, and includes the certifications of the Company's principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as required by Rule 13a-14(a)and 15d-14(a)of the Securities Exchange Act of 1934, as amended.
Except as described above, no other changes have been made to the Original Filing, and this Form 10-Q/Adoes not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Form 10-Q/Adoes not reflect events that may have occurred subsequent to the filing date of the Original Filing.
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Item 6. Exhibits
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101 SCH |
XBRL Taxonomy Extension Schema Document | |
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101 CAL |
XBRL Taxonomy Extension Calculation Document | |
|
101 DEF |
XBRL Taxonomy Extension Definition Linkbase Document | |
|
101 LAB |
XBRL Taxonomy Extension Labels Linkbase Document | |
|
101 PRE |
XBRL Taxonomy Extension Presentation Link Document | |
|
104 |
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101.) |
| (1) |
Filed herewith |
| * |
This certification will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing. |
| # |
Indicates a management contract or any compensatory plan, contract or arrangement. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CENTESSA PHARMACEUTICALS PLC | |||||
| Date: October 18, 2024 | By: |
/s/ Saurabh Saha, M.D., Ph.D. |
|||
| Name: Saurabh Saha, M.D., Ph.D. | |||||
| Title: Chief Executive Officer (Principal Executive Officer) | |||||
| Date: October 18, 2024 | By: |
/s/ John Crowley |
|||
| Name: John Crowley | |||||
| Title: Chief Financial Officer (Principal Financial Officer) |
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