CNTA 10-K Annual Report Dec. 31, 2021 | Alphaminr
Centessa Pharmaceuticals Ltd
ALPHAMINR

CNTA 10-K Fiscal year ended Dec. 31, 2021

Balance Sheet
Cash Flow
Income Statement
Debt
Name: Centessa Pharmaceuticals plc <br /> CIK: 1847903 <br /> Filing Type: 10-K/A <br /> Report Date: 2021-12-31 <br /> Download URL: https://www.sec.gov/Archives/edgar/data/1847903/000184790322000026/cnta-20211231.htm <br />
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved.]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 7A. Quantitative and Qualitative Disclosures About Market RisItem 8. Financial StatementsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosuresItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owner and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1* Articles of Association of the registrant, as currently in effect(incorporated by reference to Exhibit 3.2 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 4.1 Form of Deposit Agreement(incorporated by reference to Exhibit 4.1 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 4.2 Form of American Depositary Receipt (included in Exhibit4.1)(incorporated by reference to Exhibit 4.2 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 4.3 Description of Registrants Securities. 10.1 Registration Rights Agreement by and among the registrant and the Investors listed therein, dated January 29, 2021 (incorporated by reference to Exhibit 10.1 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.2# Senior Executive Cash Incentive Bonus Plan (incorporated by reference to Exhibit 10.2 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.3# 2021 Employee Share Purchase Plan (incorporated by reference to Exhibit 10.3 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.4# 2021 Share Option Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.4 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.5# Employment Agreement, dated as of March 30, 2022, between the registrant and Saurabh Saha. 10.6# Form of Deed of Indemnity between the registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.7 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.7 License Agreement dated March 15, 2004 (as amended) between Cardiokine Biopharma LLC (a subsidiary of Palladio) and Wyeth LLC (now a subsidiary of Pfizer) (incorporated by reference to Exhibit 10.8 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.8 License Agreement dated December 7, 2016 (as amended) between ApcinteX and Cambridge Enterprise Limited (incorporated by reference to Exhibit 10.9 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.9 License Agreement dated January 2, 2020 (as amended) between Pega-One and Hoffman-la Roche (incorporated by reference to Exhibit 10.10 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.10 License Agreement dated February 4, 2015 (as amended) between Z Factor and Cambridge Enterprise Limited (incorporated by reference to Exhibit 10.11 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.11 Contingent Value Rights Agreement, dated as of January 23, 2021, by and among the Registrant, Palladio Biosciences, Inc. and the representative of the holders of contingent value rights under such agreement (incorporated by reference to Exhibit 10.12 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.12 Contribution agreement, dated January 23, 2021, by and between ApcinteX Limited, United Medicines Biopharma Limited and the other parties thereto (incorporated by reference to Exhibit 10.13 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.13 Contribution agreement,datedJanuary 23, 2021,by and betweenCapella Bioscience LTD, United Medicines Biopharma Limited andtheother partiesthereto(incorporated by reference to Exhibit 10.14 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.14 Contribution agreement, dated January 23, 2021, by and between Inexia Limited, United Medicines Biopharma Limited and the other parties thereto (incorporated by reference to Exhibit 10.15 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.15 Contribution agreement, dated January 23, 2021, by and between Janpix Limited, United Medicines Biopharma Limited and the other parties thereto (incorporated by reference to Exhibit 10.16 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.16 Contribution agreement, dated January 23, 2021, by and between LockBody Therapeutics Ltd, United Medicines Biopharma Limited and the other parties thereto (incorporated by reference to Exhibit 10.17 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.17 Contribution agreement, dated January 23, 2021, by and between Morphogen-IX Limited, United Medicines Biopharma Limited and the other parties thereto (incorporated by reference to Exhibit 10.18 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.18 Contribution agreement, dated January 23, 2021, by and between Orexia Limited, United Medicines Biopharma Limited and the other parties thereto (incorporated by reference to Exhibit 10.19 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.19 Contribution agreement, dated January 23, 2021, by and between Z Factor Limited, United Medicines Biopharma Limited and the other parties thereto (incorporated by reference to Exhibit 10.20 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.20 Contribution Agreement, dated January 23, 2020, by and between Pega-One, United Medicines Biopharma Limited and the other parties thereto (incorporated by reference to Exhibit 10.21 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.21 Contribution Agreement, dated December 31, 2020 (as amended), by and between PearlRiver Bio GmbH, United Medicines Biopharma Limited, and the other parties thereto (incorporated by reference to Exhibit 10.22 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.22# Employment Agreement, dated as of March 30, 2022, between the registrant and Gregory M. Weinhoff, MD, MBA. 10.23# Incentivization agreement, dated January 23, 2021, by and between LockBody Therapeutics Ltd, United Medicines Biopharma Limited and the other parties thereto (incorporated by reference to Exhibit 10.24 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.24# Incentivization agreement, dated January 23, 2021, by and between Morphogen-IX Limited, United Medicines Biopharma Limited and the other parties thereto (incorporated by reference to Exhibit 10.25 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.25# Incentivization agreement, dated January 23, 2021, by and between Z Factor Limited, United Medicines Biopharma Limited and the other parties thereto (incorporated by reference to Exhibit 10.26 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.26 Stock Purchase Agreement, dated July 26, 2016, by and between Chiesi USA, Inc., Palladio Acquisition Sub, Inc. and Palladio Biosciences, Inc. (incorporated by reference to Exhibit 10.27 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.27 Agreement and Plan of Merger, dated December 28, 2011, by and between Cornerstone Therapeutics Inc., Cohesion Merger Sub, Inc., Cardiokine, Inc., and Shareholder Representative Services LLC (incorporated by reference to Exhibit 10.28 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.28 Assignment and Bill of Sale, dated February 24, 2017, by and between Care Capital Investments II, LP, Care Capital Offshore Investments II, LP, and Palladio Biosciences, Inc. (incorporated by reference to Exhibit 10.29 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.29 Assignment and Bill of Sale, dated June 2017, by and between Perseus-Soros BioPharmaceutical Fund Liquidating Trust and Palladio Biosciences, Inc. (incorporated by reference to Exhibit 10.30 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.30 Assignment and Bill of Sale, dated November 7, 2017, by and between Healthcare Ventures VII, L.P., and Palladio Biosciences, Inc. (incorporated by reference to Exhibit 10.31 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.31 Assignment and Bill of Sale, dated December 20, 2017, by and between Advent Private Equity Fund III A, Advent Private Equity Fund III B, Palladio Biosciences, Inc and the other parties thereto (incorporated by reference to Exhibit 10.32 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 10.32# Employment Agreement, dated as of March 30, 2022, between the registrant and Marella Thorell. 10.33 Note Purchase Agreement, dated October 1, 2021 by and between the Registrant, the Purchasers party thereto and Cocoon SA LLC (incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q filed on November 15, 2021 (File No. 001-40445). 10.34 Amendment to Note Purchase Agreement and Waiver, dated February 11, 2022,by and between the Registrant, the Purchasers party thereto and Cocoon SA LLC. 10.35 One Federal Street, Boston, MA lease, dated February 7, 2022, by and between One Federal, L.P. and the Registrant. 21.1 Subsidiaries of the registrant (incorporated by reference to Exhibit 21.1 to the Registrants Registration Statement on Form S-1 (File No. 333-255393)). 23.1 Consent of KPMG LLP, independent registered public accounting firm. 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.