UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | ||
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): November 22, 2022
(Exact name of Registrant, as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On December 22, 2022, Centessa Pharmaceuticals plc (the “Company”) and its Guarantors (as defined below) entered into a waiver to Note Purchase Agreement (as defined below) (the “Waiver”) with the Purchaser and Purchaser Agent (each, as defined below), pursuant to which the lenders have waived an Event of Default (as defined under the Note Purchase Agreement) and any associated penalties.
On November 22, 2022, the Company changed the legal name of one of its wholly owned subsidiaries, for which prior written notice and post-event notice was required under the Note Purchase Agreement (the “Note Purchase Agreement”), dated as of October 1, 2021, as amended, by and among the Company, certain of the Company’s wholly owned subsidiaries, as guarantors (the “Guarantors”, and together with the Company, the “Obligors” and each an “Obligor”), Three Peaks Capital Solutions Aggregator Fund (the “Purchaser”), and Cocoon SA LLC (the “Purchaser Agent”), an affiliate of Oberland Capital Management LLC, as agent for the Purchaser. The Company provided notice after the change of legal name but did not provide prior written notice, which triggers an Event of Default (as defined under the Note Purchase Agreement), which in the absence of a waiver, may have entitled the lenders to all rights they can exercise under the Note Purchase Agreement in an Event of Default, up to and including acceleration of the loan.
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 hereunto duly authorized.
Date: December 23, 2022
| By: | /s/ Saurabh Saha | |||||||
| Name: | Saurabh Saha, M.D., Ph.D. | |||||||
| Title: | Chief Executive Officer | |||||||