0001847903-24-000081 | 10-Q | XBRL Viewer | Centessa Pharmaceuticals PLC

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Commitments and Contingencies - Narrative (Details)			3 Months Ended	12 Months Ended
Commitments and Contingencies - Narrative (Details)	Oct. 11, 2023 ft²	Feb. 07, 2022 USD ($) ft² option	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Lessee, Lease, Description [Line Items]
Purchase obligation			$ 68,700,000
Purchase obligation, to be paid, within one year			51,600,000
Purchase obligation, to be paid, year one through five			17,100,000
Lease term		10 years
Area of real estate property \| ft²		18,922
Rent expense				$ 1,600,000
Rent expense, year 10		$ 1,900,000
Letter of credit outstanding		$ 700,000
Number of options to extend \| option		1
Lease, renewal term		5 years
Operating lease, right-of-use asset			11,694,000	$ 11,914,000
Operating lease liabilities			9,272,000
Period of sublease agreement	5 years
Number of square feet to sublease \| ft²	4,242
Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Lessee, Lease, Description [Line Items]
Maximum aggregate development and regulatory milestone payments			$ 0
Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Heptares
Lessee, Lease, Description [Line Items]
Period after contractual agreement ends			3 years
Period after first commercial sale			10 years
Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Orexia
Lessee, Lease, Description [Line Items]
Maximum aggregate development milestone payments			$ 4,800,000
Maximum aggregate commercial milestone payments			$ 15,000,000

Fair Value Measurement - Reconciliation of the Redemption Feature Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Details) - Note Purchase Agreement - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 75,700	$ 69,800
Change in fair value	1,100	5,900
Ending balance	$ 76,800	$ 75,700

Fair Value Measurement - Schedule of Fair Value, Financial Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
U.S. Treasury securities
Assets
U.S. Treasury securities	$ 111,959
Quoted prices in active markets for identical assets (Level 1) \| Fair Value, Recurring
Liabilities
Note Purchase Agreement	0	$ 0
Quoted prices in active markets for identical assets (Level 1) \| Fair Value, Recurring \| U.S. Treasury securities
Assets
U.S. Treasury securities	111,959	128,519
Quoted prices in active markets for identical assets (Level 1) \| Fair Value, Recurring \| Money Market fund
Assets
Money Market fund	26,700	28,339
Significant other observable inputs (Level 2) \| Fair Value, Recurring
Liabilities
Note Purchase Agreement	0	0
Significant other observable inputs (Level 2) \| Fair Value, Recurring \| U.S. Treasury securities
Assets
U.S. Treasury securities	0	0
Significant other observable inputs (Level 2) \| Fair Value, Recurring \| Money Market fund
Assets
Money Market fund	0	0
Significant unobservable inputs (Level 3) \| Fair Value, Recurring
Liabilities
Note Purchase Agreement	76,800	75,700
Significant unobservable inputs (Level 3) \| Fair Value, Recurring \| U.S. Treasury securities
Assets
U.S. Treasury securities	0	0
Significant unobservable inputs (Level 3) \| Fair Value, Recurring \| Money Market fund
Assets
Money Market fund	$ 0	$ 0

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

The accompanying unaudited interim consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements of Centessa Pharmaceuticals plc and related notes which can be found in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”). The Summary of Significant Accounting Policies included in the Company’s annual financial statements have not materially changed, except as set forth below.

Basis of Presentation and Consolidation

The accompanying unaudited interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable

guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) promulgated by the Financial Accounting Standards Board (“FASB”).

In the opinion of management, the accompanying unaudited interim consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly:

•the Company’s financial position as of March 31, 2024 and as of December 31, 2023;

•the Company’s results of operations for the three months ended March 31, 2024 and March 31, 2023; and

•the Company’s cash flows for the three months ended March 31, 2024 and March 31, 2023.

Operating results for the Company for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the full year. The unaudited interim consolidated financial statements presented herein do not contain all of the required disclosures under U.S. GAAP for annual financial statements. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2023 as reported in the 2023 Annual Report have been omitted. Therefore, these unaudited interim consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes for Centessa Pharmaceuticals plc found in the Form 10-K for the year ended December 31, 2023 filed with the SEC.

The Company’s unaudited interim consolidated financial statements include the accounts of Centessa Pharmaceuticals plc, and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Emerging Growth Company and Smaller Reporting Company

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”) enacted in April 2012. For so long as we remain an emerging growth company, we are permitted and intend to rely on certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved.

We will remain an emerging growth company until the earlier to occur of (1) the last day of the fiscal year that is five years following the closing of our initial public offering, (2) the last day of the fiscal year in which we have total annual gross revenues of at least $1.235 billion, (3) the last day of the fiscal year in which we are deemed to be a “large accelerated filer,” under the rules of the SEC, which means the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the prior June 30th after we have been subject to the SEC’s periodic reporting requirements for at least twelve calendar months and have filed at least one annual report, and (4) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We are electing to utilize the extended transition period and, as a result, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for emerging growth companies.

We are also a “smaller reporting company” as defined in the Securities Exchange Act of 1934 (“Exchange Act”). Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company” if the market value of our ordinary shares held by non-affiliates is below $250 million (or $700 million if our annual revenue is less than $100 million) as of June 30 in any given year. As a smaller reporting company, we are eligible for scaled disclosure relief from certain Regulation S-X and Regulation S-K requirements.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash in readily available checking accounts, certificate of deposits, money market funds and U.S. Treasury securities.

Short Term Investments

The Company invests its excess cash in cash deposits, U.S. Treasury securities and SEC-registered money market funds. Securities with original maturities of three months or less when purchased are included in Cash and cash equivalents. The Company considers investments with original maturities greater than three months and remaining maturities less than one year to be short-term investments.

As of March 31, 2024, all investments in U.S. Treasury securities were classified as available-for-sale securities, which are recorded at fair value. Unrealized holding gains and losses on available-for-sale securities are reported net of related income taxes in accumulated other comprehensive income until realized. Purchase premiums and discounts are amortized to interest income over the terms of the related securities.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents and short-term investments. The Company’s cash, cash equivalents and short-term investments are held by financial institutions primarily in the United States and the United Kingdom. Amounts on deposit may at times exceed federally insured limits. Management believes that the financial institutions are financially sound, and accordingly, the Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on previously reported net loss or comprehensive loss.

Use of Estimates

The preparation of unaudited interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited interim consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the unaudited interim consolidated financial statements in the period they are determined to be necessary. On an ongoing basis, an evaluation of estimates and judgments are required, including those related to accrued research and development expenses, the Note Purchase Agreement, share-based compensation and tax related matters. Estimates are based on historical experience, known trends and events, and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Property and Equipment, net and Capitalized Software under Cloud Computing Arrangements

Property and equipment are recorded at cost and are depreciated using the straight-line method over the estimated useful lives of the respective assets. Property and equipment includes computer equipment, furniture and office equipment. The costs of maintenance and repairs are expensed as incurred. Improvements and betterment that add new functionality or extend the useful life of the asset are capitalized. Depreciation expense for the three-month periods ended March 31, 2024 and March 31, 2023 were $86 thousand and $37 thousand, respectively.

Costs related to the implementation of cloud computing arrangements that are service contracts incurred during the application development stage are capitalized and included in the same line item as a prepayment for corresponding hosting service fees. Capitalized costs are amortized over the shorter of its estimated useful life and the term of the hosting

arrangement, including anticipated extensions. Costs incurred during the preliminary project stage and the post-implementation-operation stage are expensed as incurred. Hosting fees associated with hosting as a service arrangement are expensed on a straight-line basis over the term of the hosting arrangement. Amortization expense for the three months periods ended March 31, 2024 and March 31, 2023 were $154 thousand and $52 thousand, respectively.

Leases

In accordance with ASU No. 2016-02, Leases (“ASC 842”), the Company assesses whether an arrangement is a lease, or contains a lease at the inception of the arrangement. When an arrangement contains a lease, the Company categorizes leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in “Property and equipment, net.” All other leases are categorized as operating leases.

The Company records right-of use ("ROU") assets and lease obligations for its finance and operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. As the rate implicit in the Company's leases may not be easily determinable, the Company uses its incremental borrowing rate to calculate the present value of the sum of the lease payments. Lease terms may include options to extend or terminate the lease. The Company will include such options in determining the lease term when it is reasonably certain that the Company will exercise such options. Operating and finance lease ROU assets are recognized net of any lease prepayments and incentives. The Company elected the practical expedient to not separate lease and non-lease components and, accordingly, accounts for them as a single lease component. Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease expense is recognized based on the effective-interest method over the lease term. The Company elected not to recognize ROU assets and lease obligations for any short-term leases, which are defined as leases with an initial term of 12 months or less.

Long-Lived Assets

Long-lived assets, comprised of property and equipment and operating lease right-of-use assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, then an impairment charge is recognized for the amount by which the carrying value of the asset exceeds the estimated fair value of the asset. No impairments of long-lived assets for the three-month periods ended March 31, 2024 and 2023 were recognized by the Company.

Note Purchase Agreement

In October 2021, the Company entered into a Note Purchase Agreement (the “NPA”) with Oberland Capital. As described in further detail in Note 5 - "Debt", as of March 31, 2024, in addition to a secured note in the principal amount of $75 million, which was funded on October 4, 2021, Oberland Capital has agreed to purchase tranches of secured notes in the aggregate principal amount of up to $175 million, including up to $75 million through September 2024, at the Company’s option; and up to $100 million at any time at the Company’s and Purchasers’ option, to be used to finance certain permitted acquisitions as described in the NPA. In addition, the Company is obligated to pay a Milestone payment equal to 30% of the aggregate principal amount issued under the Notes by the Company upon regulatory approval of any drug candidate.

The Company evaluated the Notes and determined that the Notes include embedded derivatives that would otherwise require bifurcation as derivative liabilities. Neither the debt instrument nor any embedded features are required to be classified as equity. Therefore, the hybrid financial instrument comprised of the debt host and the embedded derivative liability may be accounted for under the fair value option. The Company elected to carry the Notes at fair value, and the debt instrument is outside the scope of ASC 480, Distinguishing Liabilities from Equity, and thus will be classified as a liability under ASC 470, Debt, in the Company’s financial statements. As the Company has elected to account for the Notes under the fair value option, debt issuance costs were immediately expensed.

probability and timing of an early redemption of all obligations under the Note Purchase Agreement and the discount rate. Any changes in the fair value of the liability in each reporting period are recognized in the consolidated statement of operations and comprehensive loss until it is settled.

Net Loss Per Ordinary Share

Basic loss per ordinary share is computed by dividing net loss by the aggregate weighted-average number of ordinary shares outstanding. Diluted loss per ordinary share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred shares, stock options, unvested restricted ordinary shares and convertible debt which would result in the issuance of incremental ordinary shares. For diluted net loss per ordinary share, the weighted-average number of ordinary shares is the same for basic net loss per ordinary share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive.

The following potentially dilutive securities have been excluded from the computation of diluted weighted-average ordinary shares outstanding for the three months ended March 31, 2024 and March 31, 2023, as they would be anti-dilutive:


	Three Months Ended March 31, 2024	Three Months Ended March 31, 2023
Unvested ordinary shares	253,518	481,623
Restricted stock units	2,447,121	2,730,370
Stock options	18,716,239	15,978,480
	21,416,878	19,190,473

Commitments and Contingencies - Cash Flow, Supplemental Disclosures (Details)	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Weighted-average remaining lease term	8 years 9 months 18 days
Weighted-average discount rate	11.97%

Fair Value Measurement

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurement

Fair value is the price that could be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value determination in accordance with applicable accounting guidance requires that a number of significant judgments be made. Additionally, fair value is used on a nonrecurring basis to evaluate assets for impairment or as required for disclosure purposes by applicable accounting guidance on disclosures about fair value of financial instruments. Depending on the nature of the assets and liabilities, various valuation techniques and assumptions are used when estimating fair value. The carrying amounts of certain of the Company’s financial instruments, including cash, prepaid expense and accounts payable, are shown at cost, which approximates fair value due to the short-term nature of these instruments.

The Company follows the provisions of FASB ASC Topic 820, Fair Value Measurement, for financial assets and liabilities measured on a recurring basis. The guidance requires fair value measurements be classified and disclosed in one of the following three categories:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liabilities.

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (amounts in thousands):


	Fair value measurement at reporting date using
	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
March 31, 2024
Assets
Money Market fund	$	26,700	$	—	$	—
U.S. Treasury securities	$	111,959	$	—	$	—

Liabilities
Note Purchase Agreement	$	—	$	—	$	76,800


December 31, 2023
Assets
Money Market fund	$	28,339	$	—	$	—
U.S. Treasury securities	$	128,519	$	—	$	—

Liabilities
Note Purchase Agreement	$	—	$	—	$	75,700

We classify our investments in available-for-sale U.S. Treasury securities and the money market fund into Level 1 of the ASC Topic 820 hierarchy because fair values represent quoted market prices for identical or comparable instruments.

The following represents the amortized cost bases and fair values of the Company’s U.S. Treasury securities and its money market fund as of March 31, 2024 (amounts in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Money Market fund, included in Cash and cash equivalents	$	26,700	$	—	$	—	$	26,700

U.S. Treasury securities, included in:
Short-term investments	110,073		1,886		—		111,959
Total U.S. Treasury securities	$	110,073	$	1,886	$	—	$	111,959

For the Company's financial instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3), the following table provides a reconciliation of the beginning and ending balances for each category therein (amounts in thousands):


	Note Purchase Agreement
Balance at January 1, 2023	$	69,800
Change in fair value	5,900
Balance at December 31, 2023	$	75,700
Change in fair value	1,100
Balance at March 31, 2024	$	76,800

The fair value of the Note Purchase Agreement represents the present value of estimated future payments, including interest, principal as well as estimated payments that are contingent upon the achievement of specified milestones. The fair value of the notes is based on the cumulative probability of the various estimated payments. The fair value measurement is based on significant Level 3 unobservable inputs such as the probability of achieving the milestones, anticipated timelines, probability and timing of an early redemption of all obligations under the agreement and discount rate. Any changes in the fair value of the liability are recognized in the consolidated statement of operations and comprehensive loss until it is settled. For the three months ended March 31, 2024, the Company recorded an unrealized loss of $1.1 million for the estimated change in fair value of the Note Purchase Agreement, which was recorded in Other (Expense) Income, net in the consolidated statement of operations and comprehensive loss. The unrealized loss primarily reflects the accretion of discount.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Summary of Significant Accounting Policies - Long-Lived Assets (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Accounting Policies [Abstract]
Impairment, long-lived asset	$ 0	$ 0

Subsequent Event (Details) $ / shares in Units, $ in Millions	May 03, 2024 USD ($) shares	May 03, 2024 £ / shares shares	May 03, 2024 $ / shares shares	Mar. 31, 2024 £ / shares	Dec. 31, 2023 £ / shares
Subsequent Event [Line Items]
Common stock, nominal value (in pound sterling per share) \| £ / shares				£ 0.002	£ 0.002
Subsequent Event \| American Depositary Shares
Subsequent Event [Line Items]
Shares sold in offering (in shares) \| shares	12,390,254
Offering price (in dollars per share) \| $ / shares			$ 9.25
Number of shares issued per ordinary share (in shares) \| shares		1	1
Common stock, nominal value (in pound sterling per share) \| £ / shares		£ 0.002
Aggregate net proceeds from shares sold \| $	$ 107.2

Share-based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Share-based Compensation

Centessa Pharmaceuticals plc Stock Option and Incentive Plan

In January 2021, the Company’s board of directors approved the 2021 Stock Option and Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the granting of ordinary shares, incentive stock options, non-qualified stock options, restricted share awards, restricted stock units and/or share appreciation rights to employees, directors, and other persons, as determined by the Company’s board of directors. The number of shares authorized under the 2021 Plan was increased in May 2021 at the time of the IPO, whereby the total number of shares authorized under the 2021 Plan was 20,026,816. Beginning on January 1, 2022 and each January 1 thereafter, the number of shares reserved and available for issuance under the 2021 Plan shall be cumulatively increased by 5% of the number of shares issued and outstanding on the immediately preceding December 31, or such lesser number as the board of directors may determine. Remaining shares available for future grants as of March 31, 2024 were 9,445,643.

Share-based Compensation Expense

The Company recorded share-based compensation expense in the following expense categories in the unaudited interim consolidated statements of operations and comprehensive loss (amounts in thousands):


	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Research and development	$	3,725	$	3,284
General and administrative	4,429		3,906
	$	8,154	$	7,190

Stock Options

The following table summarizes stock option activity for the three months ended March 31, 2024:


	Number of Shares	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term
Balance at January 1, 2024	16,069,015	$	7.09	7.9 years
Granted	2,874,100	$	8.10
Exercised	(176,460)	$	5.41
Forfeited	(50,416)	$	8.18
Balance at March 31, 2024	18,716,239	$	7.25	8.0 years
Exercisable at March 31, 2024	9,250,365	$	7.41	7.3 years
Vested and expected to vest at March 31, 2024	18,716,239	$	7.25	8.0 years

The weighted-average grant date fair value of options granted was $5.57 per share for the three months ended March 31, 2024. As of March 31, 2024, the total unrecognized compensation expense related to unvested stock option awards was $41.1 million, which the Company expects to recognize over a weighted-average period of 2.6 years.

Based on the trading price of $11.30 per ADS, which is the closing price as of March 31, 2024, the aggregate intrinsic value of options as of March 31, 2024 was $81.2 million.

During the three months ended March 31, 2024, the fair value of each option was estimated on the date of grant using the weighted average assumptions in the table below:


Expected term	5.9 years
Expected stock price volatility	76.3	%
Risk-free interest rate	3.8	%
Expected dividend yield	0	%

The Company uses the Black-Scholes option pricing model to value its stock option awards. The expected life of the stock options is estimated using the “simplified method,” as the Company has limited historical information from which to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. The simplified method is the midpoint between the vesting period and the contractual term of the option. For share price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of option grants. The risk-free rate is based on the U.S. Treasury yield curve commensurate with the expected life of the option. Forfeitures of stock options are recognized in the period the forfeiture occurs.

Restricted Share Awards and Units

In connection with the acquisition of the Centessa subsidiaries in January 2021, the Company issued 379,905 ordinary shares subject to future vesting under its Restricted Stock Awards program. For the period subsequent to the acquisition, the Company issued an additional 833,897 ordinary shares subject to future vesting to an employee. The fair value of the awards were based upon the estimated fair value of the Company’s ordinary shares at the time of grant.

The Board, following the recommendations of the Company’s Compensation Committee, grants service-based restricted stock unit awards under the Company’s Stock Incentive Plan to certain executive officers and employees of the Company to encourage employee retention. Periodic grants are made at fair market value, representing the NASDAQ market close quoted price on the day of the grant.

The following table summarizes ordinary share activity related to the restricted stock programs for the three months ended March 31, 2024:


	Restricted Stock Awards			Restricted Stock Units
	Number of Shares		Weighted-Average Grant Date Fair Value Per Share	Number of Shares		Weighted-Average Grant Date Fair Value Per Share
Unvested at January 1, 2024	310,052			1,949,463
Granted	—		n/a	938,850		$	8.01
Vested	(56,534)			(424,392)
Forfeited	—			(16,800)
Unvested at March 31, 2024	253,518			2,447,121

Unrecognized compensation expense at March 31, 2024 (in thousands)	$	4,632		$	13,575
Expected weighted average recognition period	1.1 years			2.9 years

Employee Share Purchase Plan

In January 2021, the Company’s board of directors approved the 2021 Employee Share Purchase Plan (the “ESPP”). The initial number of shares reserved for issuance under the 2021 ESPP was 860,000. On January 1, 2022 and each January 1 thereafter, the number of shares reserved and available for issuance under the ESPP shall be cumulatively increased by a number of shares equal to the lesser of: (i) 1% of the number of Shares issued and outstanding on the immediately preceding

December 31; (ii) two times the initial number of shares reserved or (iii) such number of shares as determined by the board of directors. As of March 31, 2024, no shares have been purchased or issued under the ESPP and remaining shares reserved for the ESPP were 2,708,415.

Commitments and Contingencies - Future Lease Payments under Non-Cancelable Operating Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Operating Leases
2024	$ 1,201
2025	1,634
2026	1,667
2027	1,700
2028	1,734
Thereafter	7,290
Total	15,226
Less: Imputed interest	(5,954)
Total operating lease liabilities	9,272
Less: current portion	(528)	$ (505)
Lease liabilities, net of current portion	8,744	$ 8,888
Sublease Income
2024	262
2025	355
2026	362
2027	370
2028	345
Thereafter	0
Total	$ 1,694

Share-based Compensation - Summary of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation expense recognized	$ 8,154	$ 7,190
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation expense recognized	3,725	3,284
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation expense recognized	$ 4,429	$ 3,906

Fair Value Measurement - Narrative (Details) $ in Millions	3 Months Ended
Fair Value Measurement - Narrative (Details) $ in Millions	Mar. 31, 2024 USD ($)
Note Purchase Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Unrealized loss in fair value measurement	$ 1.1

Subsequent Event	3 Months Ended
Subsequent Event	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Event	Subsequent Event On April 26, 2024 and May 3, 2024, the Company completed an offering of its ordinary shares through the sale and issuance of a cumulative 12,390,254 ADSs, at an offering price of $9.25 per ADS pursuant to an underwriting agreement with Goldman Sachs & Co. LLC and Leerink Partners LLC (the “Underwriters”). Each ADS represents one ordinary share with a nominal value of £0.002 per ordinary share. This completed offering, which included the Underwriters’ over-allotment option to purchase additional shares, was made pursuant to the Shelf noted above. The Company estimates that the net proceeds of this offering, after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $107.2 million. The Company intends to use the net proceeds from the offering, together with its existing cash, cash equivalents, and short-term investments, to fund the continued development of its product candidates, as well as for general corporate purposes.

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (38,046)	$ (50,714)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense	8,154	7,190
Depreciation and amortization	240	89
Change in fair value of financial instruments	1,100	1,800
Change in deferred taxes	434	0
Changes in operating assets and liabilities:
Tax incentive receivable	1,209	4,306
Prepaid expenses and other assets	3,212	1,074
Operating leases, net	76	0
Accounts payable	(4,250)	(1,815)
Accrued expenses and other liabilities	(9,415)	(9,768)
Net cash used in operating activities	(37,286)	(47,838)
Cash flows from investing activities:
Purchases of investments in marketable securities	(19,999)	(86,248)
Proceeds from redemption of investments in marketable securities	36,761	0
Purchases of property and equipment	0	(88)
Net cash provided by (used in) investing activities	16,762	(86,336)
Cash flows from financing activities:
Proceeds from issuance of shares under ATM program, net of issuance costs	9,655	0
Proceeds from option exercises	838	0
Net cash provided by financing activities	10,493	0
Effect of exchange rate on cash and cash equivalents	219	518
Net decrease in cash and cash equivalents	(9,812)	(133,656)
Cash and cash equivalents at beginning of period	128,030	393,644
Cash and cash equivalents at end of period	118,218	259,988
Supplemental disclosure:
Interest paid	2,529	2,344
Income taxes paid	0	135
Operating lease payments reducing operating lease liabilities	400	0
ROU assets obtained in exchange for operating lease liabilities	$ 0	$ 9,711

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net loss	$ (38,046)	$ (50,714)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Balance Sheet Components - Components of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 1,501	$ 1,501
Less: Accumulated depreciation	(549)	(462)
Property and equipment, net	952	1,039
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	734	734
Office furniture
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	724	724
Other
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 43	$ 43

Balance Sheet Components

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Prepaid expenses and other current assets consist of the following (amounts in thousands):


	March 31, 2024		December 31, 2023
Research and development expenses	$	14,611	$	16,123
Insurance related expenses	716		1,651
Value added tax receivable	883		1,330
Other	1,797		1,621
	$	18,007	$	20,725

Accrued expenses and other current liabilities consist of the following (amounts in thousands):


	March 31, 2024		December 31, 2023
Research and development expenses	$	14,538	$	18,814
Personnel related expenses	2,860		6,733
Professional fees	1,482		1,072
Operating lease	528		505
Other	528		446
	$	19,936	$	27,570

Property and equipment, net consisted of the following (amounts in thousands):


	March 31, 2024		December 31, 2023
Computer equipment	$	734	$	734
Office furniture	724		724
Other	43		43
Property and equipment, at cost	1,501		1,501
Less: Accumulated depreciation	(549)		(462)
Property and equipment, net	$	952	$	1,039

The following table provides a reconciliation of current period changes, net of applicable income taxes, for unrealized gains on available for sale securities presented in accumulated other comprehensive income (amounts in thousands):


	Three Months Ended March 31, 2024
Beginning balance	$	1,290
Current period increase in fair value, net of tax of $0.3 million	874
Reclassifications to net loss, net of tax of $0.2 million	(719)
Ending balance	$	1,445

Commitments and Contingencies - Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Assets:
Operating lease, right-of-use asset	$ 11,694	$ 11,914
Liabilities:
Current portion of operating lease liabilities	528	505
Operating lease liabilities, net of current portion	8,744	$ 8,888
Total operating lease liabilities	$ 9,272

Share-based Compensation - Summary of Stock Option Activity (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Number of Shares
Beginning balance (in shares)	16,069,015
Granted (in shares)	2,874,100
Exercised (in shares)	(176,460)
Forfeited (in shares)	(50,416)
Ending balance (in shares)	18,716,239	16,069,015
Exercisable at end of period (in shares)	9,250,365
Vested and expected to vest at end of period (in shares)	18,716,239
Weighted-Average Exercise Price Per Share
Beginning balance (in dollars per share)	$ 7.09
Granted (in dollars per share)	8.10
Exercised (in dollars per share)	5.41
Forfeited (in dollars per share)	8.18
Ending balance (in dollars per share)	7.25	$ 7.09
Exercisable at end of period (in dollars per share)	7.41
Vested and expected to vest at end of period (in dollars per share)	$ 7.25
Weighted-Average Remaining Contractual Term
Options outstanding, weighted-average remaining contractual term	8 years	7 years 10 months 24 days
Options exercisable, weighted-average remaining contractual term	7 years 3 months 18 days
Options vested and expected to vest at end of period, weighted-average remaining contractual term	8 years

Summary of Significant Accounting Policies - Property and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Accounting Policies [Abstract]
Depreciation expense	$ 86	$ 37
Capitalized computer software, amortization	$ 154	$ 52

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Balance Sheet Information Related to Leases

The following table provides balance sheet information related to leases as of March 31, 2024 (amounts in thousands):


	March 31, 2024
Assets:
Operating lease, right-of-use asset	$	11,694

Liabilities:
Current portion of operating lease liabilities	$	528
Operating lease liabilities, net of current portion	8,744
Total operating lease liabilities	$	9,272

Schedule of Lease, Cost

The following table summarizes supplemental information related to leases as of March 31, 2024:


	March 31, 2024
Weighted-average remaining lease term	8.8 years
Weighted-average discount rate	11.97	%

The components of the Company’s lease costs are classified on its consolidated statements of operations as follows (amounts in thousands):


	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Operating lease cost	$	499	$	—
Variable lease cost	5		27
Short term lease cost	1		27
Sublease income	(88)		—
Total operating lease cost	$	417	$	54

Schedule of Lessee, Operating Lease, Liability, Maturity

Future lease payments under non-cancelable operating leases as of March 31, 2024 were as follows (amounts in thousands):


	Operating Leases		Sublease Income
Year ending:
2024	$	1,201	$	262
2025	1,634		355
2026	1,667		362
2027	1,700		370
2028	1,734		345
Thereafter	7,290		—
Total	$	15,226	$	1,694
Less: Imputed interest	(5,954)
Present value of lease liabilities	$	9,272
Less: current portion	(528)
Lease liabilities, net of current portion	$	8,744

Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Research and development expenses	$ 14,538	$ 18,814
Personnel related expenses	2,860	6,733
Professional fees	1,482	1,072
Current portion of operating lease liabilities	528	505
Other	528	446
Accrued expenses and other current liabilities	$ 19,936	$ 27,570

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments

As of March 31, 2024, the Company had non-cancellable commitments for purchase of clinical materials, contract manufacturing, maintenance, and committed funding of up to $68.7 million, of which the Company expects to pay $51.6 million within one year and $17.1 million over one to five years. The amount and timing of these payments vary depending on the rate of progress of development. Future clinical trial expenses have not been included within the purchase commitments because they are contingent on enrollment in clinical trials and the activities required to be performed by the clinical sites.

Leases

On February 7, 2022, the Company entered into an operating lease for its new corporate headquarters in Boston, Massachusetts (the “Boston Lease”). After a build out of the space, the Boston Lease commenced on March 31, 2023. The 10-year Boston Lease is for 18,922 square feet with a fixed annual rent of approximately $1.6 million commencing in 2023 and escalating to approximately $1.9 million by year 10. The Boston Lease required the Company to issue a letter of credit in the amount of $0.7 million in favor of the landlord. The Company may, at its discretion, extend the Boston Lease for one extension term of five years. As of March 31, 2024, the Company has recognized an operating lease right-of-use asset, net of $11.7 million, including capitalized leasehold improvements that will be owned by the landlord, prepayments of rent, and a corresponding lease liability of $9.3 million. On October 11, 2023, the Company entered into a five-year agreement to sublet 4,242 square feet of the Boston Lease, which may be extended at subtenant’s option.

The following table provides balance sheet information related to leases as of March 31, 2024 (amounts in thousands):


	March 31, 2024
Assets:
Operating lease, right-of-use asset	$	11,694

Liabilities:
Current portion of operating lease liabilities	$	528
Operating lease liabilities, net of current portion	8,744
Total operating lease liabilities	$	9,272

In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the original term of the lease. The following table summarizes supplemental information related to leases as of March 31, 2024:


	March 31, 2024
Weighted-average remaining lease term	8.8 years
Weighted-average discount rate	11.97	%

The components of the Company’s lease costs are classified on its consolidated statements of operations as follows (amounts in thousands):


	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Operating lease cost	$	499	$	—
Variable lease cost	5		27
Short term lease cost	1		27
Sublease income	(88)		—
Total operating lease cost	$	417	$	54

Future lease payments under non-cancelable operating leases as of March 31, 2024 were as follows (amounts in thousands):


	Operating Leases		Sublease Income
Year ending:
2024	$	1,201	$	262
2025	1,634		355
2026	1,667		362
2027	1,700		370
2028	1,734		345
Thereafter	7,290		—
Total	$	15,226	$	1,694
Less: Imputed interest	(5,954)
Present value of lease liabilities	$	9,272
Less: current portion	(528)
Lease liabilities, net of current portion	$	8,744

Licensing and Collaborative Arrangements

The Company is party to licensing and collaboration arrangements to develop and commercialize intellectual property. As of March 31, 2024, the Company had no licensing and collaborative arrangement milestone obligations recorded on its balance sheet.

License Agreement with Heptares Limited in connection with Orexin Program

The Company is party to a license, assignment, and research services agreement with Heptares Therapeutics Limited (“Heptares”), relating to certain specific molecules with, among other criteria, the primary mode of action of an orexin agonist or orexin positive modulator (“Molecules”). Under the agreement, Heptares assigned to the Company all of Heptares’ right, title, and interest in and to intellectual property that is already in existence and that is developed as a result of the agreement that relates solely to Molecules or products that contain Molecules (“Products”), including all rights to obtain patent or similar protection throughout the world for such intellectual property and to take any and all actions regarding past infringements of existing intellectual property. Additionally, Heptares granted to the Company an exclusive, sublicensable (subject to certain terms) license to make, import, export, use, sell, or offer for sale, including to development, commercialization, registration, modification, enhancement, improvement, manufacturing, holding, keeping or disposing of Molecules and Products. Heptares must not by itself or through a third party (other than a single company) exploit, use or dispose of (inter alia) any product in the field of orexin agonism and orexin positive modulation for the duration of the agreement and for three years thereafter.

In consideration for the assignment and license, the Company is to pay Heptares a royalty in the low single-digits on net sales of Products (subject to limitations in certain scenarios). Royalties are on a Product-by-Product and country-by country basis. Payments shall commence with the first commercial sale of such product in a country and shall continue until the later of: (a) the duration of regulatory exclusivity in the country; or (b) ten years after the first commercial sale. Further, the Company is responsible for all development costs incurred by itself or Heptares in the performance of the research program (within the confines of the research budget). Additionally, the Company must pay Heptares, on a Molecule-by-Molecule basis, development milestone payments in the aggregate of a low double-digit number in the millions of pounds sterling. Milestone payments are payable once per Molecule. The Company anticipates paying between the low single digits millions of pounds sterling to low double digit millions of pounds sterling in the next twelve months.

The Company may terminate the agreement at any time following the expiration or termination of the research program. In addition, customary termination rights exist for both parties for breach and insolvency. In the event of termination, all licenses automatically terminate. The term of the agreement is until the later of: (i) the expiration of the last to expire patent within the licensed intellectual property; (ii) the expiration of the royalty term; and (iii) the fifteenth anniversary of the effective date. Upon expiration, with respect to any given Molecule, the license granted to the Company shall become perpetual, irrevocable, and fully-paid up.

Other License and Collaboration Agreements

The Company is a party to other license and collaboration agreements to develop and commercialize intellectual property in addition to the agreement discussed above. In aggregate, Centessa is obligated to make up to $4.8 million and $15.0 million in development and commercial milestone payments, respectively, related to these other agreements.

Contingencies

From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated.

Litigation

On September 28, 2022 (“Original Complaint”), the Company and certain of its current and former officers were named as defendants in a proposed class-action lawsuit filed in the United States District Court for the Central District of California. The complaint generally alleges that the Company violated Sections 10(b) and 20(a) and Sections 11 and 15 of the Securities Act of 1933, as amended (the “Securities Act”) by allegedly making materially false and/or misleading statements, as well as allegedly failing to disclose material adverse facts relating to the safety profile and future clinical and commercial prospects of each of its lixivaptan and ZF874 programs, which caused the Company’s securities to trade at artificially inflated prices. On October 12, 2022, by order, the lawsuit was transferred to the United States District Court for the Southern District of New York. On February 10, 2023, an amended complaint was filed (“Amended Complaint”) in which our IPO underwriters were added as co-defendants. A number of the claims set forth in the Original Complaint have been abandoned including with respect to intentional fraud theory and claims pursuant to Sections 10(b) or 20(a) of the Securities Exchange Act of 1934. The only claims alleged in the Amended Complaint are violations of Sections 11 and 15 of the Securities Act based on alleged misstatements in the S-1 filed by the Company in connection with its Initial Public Offering. The Amended Complaint also abandoned any claims concerning ZF874 and focuses entirely on lixivaptan. The Amended Complaint seeks damages and attorneys’ fees, among other things. On August 23, 2023, the Company submitted its motion to dismiss all claims, which remains pending. The Company believes this lawsuit is without merit and intends to defend the case vigorously. Litigation is subject to inherent uncertainty and a court could ultimately rule against the Company. In addition, the defense of litigation and related matters are costly and may divert the attention of the Company’s management and other resources that would otherwise be engaged in other activities. The Company has not recorded an estimate of the possible loss associated with this legal proceeding due to the uncertainties related to both the likelihood and the amount of any possible loss or range of loss.

Share-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions			1 Months Ended	3 Months Ended
	Jan. 01, 2022	Feb. 01, 2021	Jan. 31, 2021	Mar. 31, 2024	May 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average grant date fair value of options granted (in dollars per share)				$ 5.57
Unrecognized compensation expense related to unvested stock option awards				$ 41.1
Share price (in dollars per share)				$ 11.30
Aggregate intrinsic value of options				$ 81.2
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected weighted average recognition period				2 years 7 months 6 days
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected weighted average recognition period				1 year 1 month 6 days
Share-based payment awards issued in period (in shares)			379,905
Restricted Stock Awards \| Share-based Payment Arrangement, Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment awards issued in period (in shares)		833,897
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares reserved for future issuance (in shares)			860,000	2,708,415
Share-based compensation, percentage of outstanding stock maximum	1.00%
Multiplier for initial number of shares reserved	2
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for equity incentive plan (in shares)					20,026,816
Percent of additional shares authorized each year				5.00%
Shares available for grant (in shares)				9,445,643

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating expenses:
Research and development	$ 22,652	$ 32,826
General and administrative	13,438	16,051
Loss from operations	(36,090)	(48,877)
Interest income	2,591	2,531
Interest expense	(2,529)	(2,345)
Other (expense) income, net	(1,537)	(1,346)
Loss before income taxes	(37,565)	(50,037)
Income tax expense	481	677
Net loss	(38,046)	(50,714)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(25)	898
Unrealized gain on available for sale securities, net of tax	155	0
Other comprehensive income	130	898
Total comprehensive loss	$ (37,916)	$ (49,816)
Net loss per ordinary share - basic (in dollars per share)	$ (0.38)	$ (0.53)
Net loss per ordinary share - diluted (in dollars per share)	$ (0.38)	$ (0.53)
Weighted average ordinary shares outstanding - basic (in shares)	99,887,720	94,937,904
Weighted average ordinary shares outstanding - diluted (in shares)	99,887,720	94,937,904

Organization and Description of Business (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	14 Months Ended
	Jan. 31, 2024	Mar. 31, 2024	Mar. 31, 2024	Dec. 31, 2023	Jan. 27, 2023	Jul. 12, 2022
Subsidiary, Sale of Stock [Line Items]
Accumulated deficit		$ 790,991	$ 790,991	$ 752,945
Cash and cash equivalents and short-term investments		$ 230,200	$ 230,200
Sufficient funding term (at least)		12 months
At-the-market
Subsidiary, Sale of Stock [Line Items]
Sale of stock, consideration receivable (up to)					$ 125,000	$ 350,000
Shares sold in offering (in shares)	1,250,000		4,290,816
Aggregate net proceeds from shares sold	$ 9,700		$ 30,500

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Debt

Debt as of March 31, 2024 and December 31, 2023 (in thousands):


	March 31, 2024		December 31, 2023
Note Purchase Agreement	$	76,800	$	75,700

Commitments and Contingencies - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 499	$ 0
Variable lease cost	5	27
Short term lease cost	1	27
Sublease income	(88)	0
Total operating lease cost	$ 417	$ 54

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Note Purchase Agreement
Debt Instrument [Line Items]
Long-term debt, gross	$ 76,800	$ 75,700

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Debt

Debt as of March 31, 2024 and December 31, 2023 (in thousands):


	March 31, 2024		December 31, 2023
Note Purchase Agreement	$	76,800	$	75,700

On October 1, 2021 (the “Signing Date”), the Company, as issuer, and certain of the Company’s wholly owned subsidiaries, as guarantors (the “Guarantors”), entered into a Note Purchase Agreement (the “NPA”) with Oberland Capital Management LLC (the “Purchasers”) and Cocoon SA LLC (the “Agent”), an affiliate of Oberland Capital Management LLC, as agent for the Purchasers. On February 11, 2022, on November 7, 2022 and on June 23, 2023, the Company, the Guarantors, the Purchasers and the Agent agreed to certain amendments to the Note Purchase Agreement, memorialized in the “Amendment”, the “Second Amendment”, and the “Third Amendment” respectively. The Note Purchase Agreement, collectively with the amendments, is hereinafter referred to as the NPA.

As of March 31, 2024, in addition to a secured note in the principal amount of $75 million, which was funded on October 4, 2021 (the “First Purchase Date”), the Purchasers have agreed to purchase tranches of secured notes in the aggregate principal amount of up to $175 million, including up to $75 million through September 2024, at the Company’s option; and up

to $100 million at any time at the Company’s and Purchasers’ option, to be used to finance certain permitted acquisitions as described in the NPA.

The notes under the NPA will mature on the six-year anniversary of the First Purchase Date, unless earlier accelerated under the terms of the NPA. At maturity, the Company must repay the outstanding principal amount of the Notes, together with any accrued and unpaid interest thereon and other outstanding obligations thereunder. Interest is payable quarterly during the term of the Notes at a rate per annum equal to the sum of (a) the greater of (i) the Secured Overnight Financing Rate (“SOFR”) (which may be subject to replacement as contemplated by the NPA) and (ii) 0.25%; plus (b) 7.75% (which percentage is subject to adjustment as described in the NPA); provided that the interest rate shall never be less than 8.00%. The average interest rate over the three months ended March 31, 2024 was 13.3% per annum compared with an average interest rate of 12.50% per annum over the three months ended March 31, 2023.

The Company’s obligations under the facility are secured by a first priority security interest in all assets of the Company and Guarantors, subject to variation in accordance with local law with respect to assets held by the Company and the Guarantors outside of the United States.

Upon the first regulatory approval of any of the Company’s product candidates by either the FDA or the European Medicines Agency (“EMA”), the Company is obligated to pay the Purchasers an amount equal to 30% of the aggregate principal amount issued under the Notes by the Company (the “Milestone Payment”). The Milestone Payment shall be paid in quarterly installments over 5 years beginning on the earlier of (i) the date of the first commercial sale following such regulatory approval; and (ii) the six month anniversary of such regulatory approval. The Milestone Payment is triggered one time only, and applies only to the Company’s first product to obtain regulatory approval.

The Company may redeem all, but not less than all, of the outstanding notes (if any) and pay all other outstanding obligations under the NPA. On the applicable date, the Company shall repurchase the notes by paying an amount of up to (i) 175% of the principal amount issued under the notes if such repurchase occurs on or prior to the third anniversary of the First Purchase Date, (ii) 185% of the principal amount issued under the notes if such repurchase occurs between the third and sixth anniversaries of the First Purchase Date, and (iii) 205% of the principal amount issued under the notes if such repurchase occurs thereafter, in each case less specified deductions and exclusions described in the NPA, including amounts paid by the Company to the Purchasers in respect of certain asset sale or strategic transactions, the interest payments and the Milestone Payments (the “Final Payment Amount”). As of March 31, 2024, the Company has made cumulative payments under the NPA, including interest payments, totaling $21.2 million.

Conversely, the Purchasers may require the Company to redeem any outstanding notes by payment of the Final Payment Amount upon a sale, divestment or transfer of all or substantially all assets of the Company in a transaction or series of transactions or a change of control of the Company, a material breach of the NPA and related transaction documents, an event of default under the NPA or the tenth anniversary of the First Purchase Date (or such earlier date as described in the NPA). In addition, upon certain asset sales and similar strategic transactions by the Company with respect to its own or its subsidiaries’ assets or businesses as described in the NPA (other than a change of control described above), the Purchasers may require the Company to pay an amount in cash equal to up to 75% of the Net Proceeds (as defined in the NPA) received from such asset sales, subject to a $100 million deductible such that the Purchaser Agent will not collect any repurchase amounts until $100 million has been received by the Company from such sale event (the “Deductible”).

The NPA contains customary affirmative and negative covenants, including with respect to notice obligations, limitations on new indebtedness, liens, investments and transactions with affiliates of the Company, restrictions on the payment of dividends, maintenance of collateral accounts in the amount of 90% of the aggregate outstanding principal amount of all issued notes, maintenance of insurance and addition of new subsidiaries as obligors. It also contains customary representations and warranties in favor of the Purchasers and the Agent and customary events of default, which may cause the obligations of the Company to be accelerated. Such events include among others, failure to make payments when due, breach of covenants, insolvency, a cross-default to other indebtedness, a judgment event of default, and delisting of the Company’s securities from the Nasdaq Global Select Market.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Fair Value Measurement - Schedule of Debt Securities, Fair Value of U.S. Treasury Securities and Money Market Fund (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Securities, Available-for-Sale [Line Items]
Money Market fund, included in Cash and cash equivalents, amortized cost	$ 118,218	$ 128,030
Money Market fund
Debt Securities, Available-for-Sale [Line Items]
Money Market fund, included in Cash and cash equivalents, amortized cost	26,700
Money Market fund, included in Cash and cash equivalents, fair value	26,700
U.S. Treasury securities
Debt Securities, Available-for-Sale [Line Items]
U.S. Treasury securities, amortized cost	110,073
U.S. Treasury securities, gross unrealized gains	1,886
U.S. Treasury securities, gross unrealized losses	0
U.S. Treasury securities, fair value	111,959
U.S. Treasury securities \| Short-term investments
Debt Securities, Available-for-Sale [Line Items]
U.S. Treasury securities, amortized cost	110,073
U.S. Treasury securities, gross unrealized gains	1,886
U.S. Treasury securities, gross unrealized losses	0
U.S. Treasury securities, fair value	$ 111,959

Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Financial Assets and Liabilities Measured on Recurring Basis

The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (amounts in thousands):


	Fair value measurement at reporting date using
	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
March 31, 2024
Assets
Money Market fund	$	26,700	$	—	$	—
U.S. Treasury securities	$	111,959	$	—	$	—

Liabilities
Note Purchase Agreement	$	—	$	—	$	76,800


December 31, 2023
Assets
Money Market fund	$	28,339	$	—	$	—
U.S. Treasury securities	$	128,519	$	—	$	—

Liabilities
Note Purchase Agreement	$	—	$	—	$	75,700

Schedule of Debt Securities, Fair Value of U.S. Treasury Securities and Money Market Fund

The following represents the amortized cost bases and fair values of the Company’s U.S. Treasury securities and its money market fund as of March 31, 2024 (amounts in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Money Market fund, included in Cash and cash equivalents	$	26,700	$	—	$	—	$	26,700

U.S. Treasury securities, included in:
Short-term investments	110,073		1,886		—		111,959
Total U.S. Treasury securities	$	110,073	$	1,886	$	—	$	111,959

Reconciliation of the Redemption Feature Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs


	Note Purchase Agreement
Balance at January 1, 2023	$	69,800
Change in fair value	5,900
Balance at December 31, 2023	$	75,700
Change in fair value	1,100
Balance at March 31, 2024	$	76,800

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 118,218	$ 128,030
Short-term investments	111,959	128,519
Tax incentive receivable	36,292	37,818
Prepaid expenses and other current assets	18,007	20,725
Total current assets	284,476	315,092
Property and equipment, net	952	1,039
Operating lease right-of-use assets	11,694	11,914
Deferred tax asset	29,166	29,647
Other, net	1,883	2,554
Total assets	328,171	360,246
Current liabilities:
Accounts payable	7,499	11,815
Accrued expenses and other current liabilities	19,936	27,570
Total current liabilities	27,435	39,385
Long term debt	76,800	75,700
Operating lease liabilities	8,744	8,888
Other liabilities	29	29
Total liabilities	113,008	124,002
Commitments and contingencies (Note 6)
Shareholders’ equity:
Ordinary shares: £0.002 nominal value: 152,500 shares authorized, 100,481,993 issued and outstanding at March 31, 2024: 152,500,000 shares authorized, 98,775 issued and outstanding at December 31, 2023	277	273
Additional paid-in capital	1,004,254	987,423
Accumulated other comprehensive loss	1,623	1,493
Accumulated deficit	(790,991)	(752,945)
Total shareholders’ equity	215,163	236,244
Total liabilities and shareholders' equity	$ 328,171	$ 360,246

Balance Sheet Components (Tables)

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (amounts in thousands):


	March 31, 2024		December 31, 2023
Research and development expenses	$	14,611	$	16,123
Insurance related expenses	716		1,651
Value added tax receivable	883		1,330
Other	1,797		1,621
	$	18,007	$	20,725

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (amounts in thousands):


	March 31, 2024		December 31, 2023
Research and development expenses	$	14,538	$	18,814
Personnel related expenses	2,860		6,733
Professional fees	1,482		1,072
Operating lease	528		505
Other	528		446
	$	19,936	$	27,570

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following (amounts in thousands):


	March 31, 2024		December 31, 2023
Computer equipment	$	734	$	734
Office furniture	724		724
Other	43		43
Property and equipment, at cost	1,501		1,501
Less: Accumulated depreciation	(549)		(462)
Property and equipment, net	$	952	$	1,039

Schedule of Reconciliation of Current Period Changes, Net of Applicable Income Taxes


	Three Months Ended March 31, 2024
Beginning balance	$	1,290
Current period increase in fair value, net of tax of $0.3 million	874
Reclassifications to net loss, net of tax of $0.2 million	(719)
Ending balance	$	1,445

Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	Ordinary Shares	Additional paid-in capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Ordinary shares, beginning balance (in shares) at Dec. 31, 2022		94,843,391
Beginning balance at Dec. 31, 2022	$ 336,169	$ 265	$ 939,261	$ (1,497)	$ (601,860)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	7,190		7,190
Vesting of ordinary shares (in shares)		332,292
Vesting of ordinary shares	0	$ 1	(1)
Shares withheld to pay employee withholding tax on share-based compensation (in shares)		(72,436)
Shares withheld to pay employee withholding tax on share-based compensation	(282)		(282)
Foreign currency translation adjustments	898			898
Unrealized gain on available for sale securities, net of tax	0
Net loss	(50,714)				(50,714)
Ordinary shares, ending balance (in shares) at Mar. 31, 2023		95,103,247
Ending balance at Mar. 31, 2023	$ 293,261	$ 266	946,168	(599)	(652,574)
Ordinary shares, beginning balance (in shares) at Dec. 31, 2023	98,774,827	98,774,827
Beginning balance at Dec. 31, 2023	$ 236,244	$ 273	987,423	1,493	(752,945)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of ordinary shares under ATM program, net of issuance costs (in shares)		1,250,000
Issuance of ordinary shares under ATM program, net of issuance costs	$ 9,655	$ 3	9,652
Stock option exercises (in shares)	176,460	176,460
Stock option exercises	$ 955		955
Share-based compensation expense	8,154		8,154
Vesting of ordinary shares (in shares)		480,926
Vesting of ordinary shares	0	$ 1	(1)
Shares withheld to pay employee withholding tax on share-based compensation (in shares)		(200,220)
Shares withheld to pay employee withholding tax on share-based compensation	(1,929)		(1,929)
Foreign currency translation adjustments	(25)			(25)
Unrealized gain on available for sale securities, net of tax	155			155
Net loss	$ (38,046)				(38,046)
Ordinary shares, ending balance (in shares) at Mar. 31, 2024	100,481,993	100,481,993
Ending balance at Mar. 31, 2024	$ 215,163	$ 277	$ 1,004,254	$ 1,623	$ (790,991)

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 03, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Entity Transition Report	false
Entity File Number	001-40445
Entity Registrant Name	CENTESSA PHARMACEUTICALS PLC
Entity Incorporation, State or Country Code	X0
Entity Tax Identification Number	98-1612294
Entity Address, Address Line One	3rd Floor
Entity Address, Address Line Two	1 Ashley Road
Entity Address, Address Line Three	Altrincham
Entity Address, City or Town	Cheshire
Entity Address, Postal Zip Code	WA14 2DT
Entity Address, Country	GB
Country Region	1
City Area Code	(617)
Local Phone Number	468-5770
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		113,044,244
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001847903
Current Fiscal Year End Date	--12-31
Ordinary Shares
Document Information [Line Items]
Title of 12(b) Security	Ordinary shares, nominal value £0.002 per share
Trading Symbol	CNTA
Security Exchange Name	NASDAQ
American Depositary Shares
Document Information [Line Items]
Title of 12(b) Security	American Depositary Shares, each representing one ordinary share, nominal value £0.002 per share
Trading Symbol	CNTA
Security Exchange Name	NASDAQ

Share-based Compensation - Summary of Restricted Stock and Restricted Stock Unit, Activity (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares
Restricted Stock Awards
Number of Shares
Unvested beginning balance (in shares)	310,052
Granted (in shares)	0
Vested (in shares)	(56,534)
Forfeited (in shares)	0
Unvested ending balance (in shares)	253,518
Unrecognized compensation expense excluding options \| $	$ 4,632
Expected weighted average recognition period	1 year 1 month 6 days
Restricted stock units
Number of Shares
Unvested beginning balance (in shares)	1,949,463
Granted (in shares)	938,850
Vested (in shares)	(424,392)
Forfeited (in shares)	(16,800)
Unvested ending balance (in shares)	2,447,121
Unrecognized compensation expense excluding options \| $	$ 13,575
Expected weighted average recognition period	2 years 10 months 24 days
Weighted-Average Grant Date Fair Value Per Share
Granted (in dollars per share) \| $ / shares	$ 8.01

Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted-Average Ordinary Shares Outstanding (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average ordinary shares outstanding (in shares)	21,416,878	19,190,473
Unvested ordinary shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average ordinary shares outstanding (in shares)	253,518	481,623
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average ordinary shares outstanding (in shares)	2,447,121	2,730,370
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average ordinary shares outstanding (in shares)	18,716,239	15,978,480

Share-based Compensation - Schedule of Assumptions Used to Estimate Fair Value of Stock Option Awards (Details) - Stock options	3 Months Ended
	Mar. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term	5 years 10 months 24 days
Expected stock price volatility	76.30%
Risk-free interest rate	3.80%
Expected dividend yield	0.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted-Average Ordinary Shares Outstanding


	Three Months Ended March 31, 2024	Three Months Ended March 31, 2023
Unvested ordinary shares	253,518	481,623
Restricted stock units	2,447,121	2,730,370
Stock options	18,716,239	15,978,480
	21,416,878	19,190,473

Share-based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Summary of Share-based Compensation Expense

The Company recorded share-based compensation expense in the following expense categories in the unaudited interim consolidated statements of operations and comprehensive loss (amounts in thousands):


	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Research and development	$	3,725	$	3,284
General and administrative	4,429		3,906
	$	8,154	$	7,190

Summary of Stock Option Activity

The following table summarizes stock option activity for the three months ended March 31, 2024:


	Number of Shares	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term
Balance at January 1, 2024	16,069,015	$	7.09	7.9 years
Granted	2,874,100	$	8.10
Exercised	(176,460)	$	5.41
Forfeited	(50,416)	$	8.18
Balance at March 31, 2024	18,716,239	$	7.25	8.0 years
Exercisable at March 31, 2024	9,250,365	$	7.41	7.3 years
Vested and expected to vest at March 31, 2024	18,716,239	$	7.25	8.0 years

Schedule of Assumptions Used to Estimate Fair Value of Stock Option Awards

During the three months ended March 31, 2024, the fair value of each option was estimated on the date of grant using the weighted average assumptions in the table below:


Expected term	5.9 years
Expected stock price volatility	76.3	%
Risk-free interest rate	3.8	%
Expected dividend yield	0	%

Summary of Replacement Equity Award Activity

The following table summarizes ordinary share activity related to the restricted stock programs for the three months ended March 31, 2024:


	Restricted Stock Awards			Restricted Stock Units
	Number of Shares		Weighted-Average Grant Date Fair Value Per Share	Number of Shares		Weighted-Average Grant Date Fair Value Per Share
Unvested at January 1, 2024	310,052			1,949,463
Granted	—		n/a	938,850		$	8.01
Vested	(56,534)			(424,392)
Forfeited	—			(16,800)
Unvested at March 31, 2024	253,518			2,447,121

Unrecognized compensation expense at March 31, 2024 (in thousands)	$	4,632		$	13,575
Expected weighted average recognition period	1.1 years			2.9 years

Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Research and development expenses	$ 14,611	$ 16,123
Insurance related expenses	716	1,651
Value added tax receivable	883	1,330
Other	1,797	1,621
Prepaid expenses and other current assets	$ 18,007	$ 20,725

Summary of Significant Accounting Policies - Note Purchase Agreement (Details) - Oberland Capital $ in Millions	Mar. 31, 2024 USD ($)
Debt Instrument [Line Items]
Note purchase agreement, milestone payment, percent of aggregate principal amount issued	30.00%
Note Purchase Agreement
Debt Instrument [Line Items]
Note purchase agreement, value	$ 175
Note purchase agreement, amount available for funding at the option of the company and counterparty	100
First Purchase Note
Debt Instrument [Line Items]
Note purchase agreement, value	75
Second Purchase Note
Debt Instrument [Line Items]
Note purchase agreement, value	$ 75

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation and Consolidation	Basis of Presentation and Consolidation The accompanying unaudited interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) promulgated by the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited interim consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly: •the Company’s financial position as of March 31, 2024 and as of December 31, 2023; •the Company’s results of operations for the three months ended March 31, 2024 and March 31, 2023; and •the Company’s cash flows for the three months ended March 31, 2024 and March 31, 2023. Operating results for the Company for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the full year. The unaudited interim consolidated financial statements presented herein do not contain all of the required disclosures under U.S. GAAP for annual financial statements. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2023 as reported in the 2023 Annual Report have been omitted. Therefore, these unaudited interim consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes for Centessa Pharmaceuticals plc found in the Form 10-K for the year ended December 31, 2023 filed with the SEC. The Company’s unaudited interim consolidated financial statements include the accounts of Centessa Pharmaceuticals plc, and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash in readily available checking accounts, certificate of deposits, money market funds and U.S. Treasury securities.
Short Term Investments	Short Term Investments The Company invests its excess cash in cash deposits, U.S. Treasury securities and SEC-registered money market funds. Securities with original maturities of three months or less when purchased are included in Cash and cash equivalents. The Company considers investments with original maturities greater than three months and remaining maturities less than one year to be short-term investments. As of March 31, 2024, all investments in U.S. Treasury securities were classified as available-for-sale securities, which are recorded at fair value. Unrealized holding gains and losses on available-for-sale securities are reported net of related income taxes in accumulated other comprehensive income until realized. Purchase premiums and discounts are amortized to interest income over the terms of the related securities.
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents and short-term investments. The Company’s cash, cash equivalents and short-term investments are held by financial institutions primarily in the United States and the United Kingdom. Amounts on deposit may at times exceed federally insured limits. Management believes that the financial institutions are financially sound, and accordingly, the Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.
Reclassifications	Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on previously reported net loss or comprehensive loss.
Use of Estimates	Use of Estimates The preparation of unaudited interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited interim consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the unaudited interim consolidated financial statements in the period they are determined to be necessary. On an ongoing basis, an evaluation of estimates and judgments are required, including those related to accrued research and development expenses, the Note Purchase Agreement, share-based compensation and tax related matters. Estimates are based on historical experience, known trends and events, and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Property and Equipment, net and Capitalized Software under Cloud Computing Arrangements	Property and Equipment, net and Capitalized Software under Cloud Computing Arrangements Property and equipment are recorded at cost and are depreciated using the straight-line method over the estimated useful lives of the respective assets. Property and equipment includes computer equipment, furniture and office equipment. The costs of maintenance and repairs are expensed as incurred. Improvements and betterment that add new functionality or extend the useful life of the asset are capitalized. Costs related to the implementation of cloud computing arrangements that are service contracts incurred during the application development stage are capitalized and included in the same line item as a prepayment for corresponding hosting service fees. Capitalized costs are amortized over the shorter of its estimated useful life and the term of the hosting arrangement, including anticipated extensions. Costs incurred during the preliminary project stage and the post-implementation-operation stage are expensed as incurred. Hosting fees associated with hosting as a service arrangement are expensed on a straight-line basis over the term of the hosting arrangement.
Leases	Leases In accordance with ASU No. 2016-02, Leases (“ASC 842”), the Company assesses whether an arrangement is a lease, or contains a lease at the inception of the arrangement. When an arrangement contains a lease, the Company categorizes leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in “Property and equipment, net.” All other leases are categorized as operating leases. The Company records right-of use ("ROU") assets and lease obligations for its finance and operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. As the rate implicit in the Company's leases may not be easily determinable, the Company uses its incremental borrowing rate to calculate the present value of the sum of the lease payments. Lease terms may include options to extend or terminate the lease. The Company will include such options in determining the lease term when it is reasonably certain that the Company will exercise such options. Operating and finance lease ROU assets are recognized net of any lease prepayments and incentives. The Company elected the practical expedient to not separate lease and non-lease components and, accordingly, accounts for them as a single lease component. Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease expense is recognized based on the effective-interest method over the lease term. The Company elected not to recognize ROU assets and lease obligations for any short-term leases, which are defined as leases with an initial term of 12 months or less.
Long-Lived Assets	Long-Lived Assets Long-lived assets, comprised of property and equipment and operating lease right-of-use assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, then an impairment charge is recognized for the amount by which the carrying value of the asset exceeds the estimated fair value of the asset. No impairments of long-lived assets for the three-month periods ended March 31, 2024 and 2023 were recognized by the Company.
Note Purchase Agreement	Note Purchase Agreement In October 2021, the Company entered into a Note Purchase Agreement (the “NPA”) with Oberland Capital. As described in further detail in Note 5 - "Debt", as of March 31, 2024, in addition to a secured note in the principal amount of $75 million, which was funded on October 4, 2021, Oberland Capital has agreed to purchase tranches of secured notes in the aggregate principal amount of up to $175 million, including up to $75 million through September 2024, at the Company’s option; and up to $100 million at any time at the Company’s and Purchasers’ option, to be used to finance certain permitted acquisitions as described in the NPA. In addition, the Company is obligated to pay a Milestone payment equal to 30% of the aggregate principal amount issued under the Notes by the Company upon regulatory approval of any drug candidate. The Company evaluated the Notes and determined that the Notes include embedded derivatives that would otherwise require bifurcation as derivative liabilities. Neither the debt instrument nor any embedded features are required to be classified as equity. Therefore, the hybrid financial instrument comprised of the debt host and the embedded derivative liability may be accounted for under the fair value option. The Company elected to carry the Notes at fair value, and the debt instrument is outside the scope of ASC 480, Distinguishing Liabilities from Equity, and thus will be classified as a liability under ASC 470, Debt, in the Company’s financial statements. As the Company has elected to account for the Notes under the fair value option, debt issuance costs were immediately expensed. The fair value of the Note Purchase Agreement represents the present value of estimated future payments, including interest, principal as well as estimated payments that are contingent upon the achievement of specified milestones. The fair value of the Notes is based on the cumulative probability of the various estimated payments. The fair value measurement is based on significant Level 3 unobservable inputs such as the probability of achieving the milestones, anticipated timelines, probability and timing of an early redemption of all obligations under the Note Purchase Agreement and the discount rate. Any changes in the fair value of the liability in each reporting period are recognized in the consolidated statement of operations and comprehensive loss until it is settled.
Net Loss Per Ordinary Share	Net Loss Per Ordinary Share Basic loss per ordinary share is computed by dividing net loss by the aggregate weighted-average number of ordinary shares outstanding. Diluted loss per ordinary share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred shares, stock options, unvested restricted ordinary shares and convertible debt which would result in the issuance of incremental ordinary shares. For diluted net loss per ordinary share, the weighted-average number of ordinary shares is the same for basic net loss per ordinary share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive.

Balance Sheet Components - Reconciliation of Current Period Changes, Net of Applicable Income Taxes (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ 236,244
Ending balance	215,163
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-Sale, Parent
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	1,290
Current period increase in fair value, net of tax of $0.3 million	874
Reclassifications to net loss, net of tax of $0.2 million	(719)
Ending balance	1,445
Current period increase in fair value, net of tax	300
Reclassifications to net loss, net of tax	$ 200

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

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+ Details

Consolidated Balance Sheets (Parenthetical) - £ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, nominal value (in pound sterling per share)	£ 0.002	£ 0.002
Common stock, shares authorized (in shares)	152,500,000	152,500,000
Common stock, shares issued (in shares)	100,481,993	98,774,827
Common Stock, shares outstanding (in shares)	100,481,993	98,774,827

Organization and Description of Business	3 Months Ended
Organization and Description of Business	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business Centessa Pharmaceuticals plc (“Centessa” or “the Company”) is a clinical-stage pharmaceutical company that aims to discover, develop and ultimately deliver medicines that are transformational for patients. Centessa was incorporated on October 26, 2020 as a limited liability company under the laws of England and Wales. In connection with the Company’s initial public offering, or IPO, the Company re-registered Centessa Pharmaceuticals Limited as an English public limited company and renamed it as Centessa Pharmaceuticals plc. Risks and Liquidity The Company is subject to risks common to other life science companies in various stages of development including, but not limited to, uncertainty of product development and commercialization, lack of marketing and sales history, development by its competitors of new technological innovations, dependence on key personnel, market acceptance of products, product liability, protection of proprietary technology, ability to raise additional financing and compliance with government regulations in the markets in which the Company is seeking approvals, including U.S. Food and Drug Administration (“FDA”) regulations. If the Company does not successfully advance its programs, into and through human clinical trials and/or enter into collaborations for its programs and commercialize any of its product candidates, it may be unable to produce product revenue or achieve profitability. The Company has incurred losses and negative cash flows from operations since inception and the Company had an accumulated deficit of $791.0 million as of March 31, 2024. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of the product candidates currently in development. Substantial additional capital will be needed by the Company to fund its operations and to develop its product candidates. The Company expects its existing cash, cash equivalents and short-term investments as of March 31, 2024 of $230.2 million will be sufficient to fund its expected operating expenses and capital expenditure requirements for at least the next twelve months from the date of issuance of these unaudited interim consolidated financial statements. Shelf Registration Statement On July 12, 2022, the Securities and Exchange Commission (“SEC”) declared effective the Company’s filed shelf registration statement on Form S-3 (“Shelf”), which covers the offering, issuance and sale of an amount up to $350.0 million in the aggregate of the Company’s ordinary shares, American Depository Shares representing ordinary shares, debt securities, warrants, and/or units or any combination thereof. The Company entered into a Sales Agreement, dated January 27, 2023, by and between Centessa Pharmaceuticals plc and Leerink Partners LLC (formerly SVB Securities LLC). As sales agent, Leerink Partners LLC will provide for the issuance and sale by the Company of up to $125.0 million of its ordinary shares represented by American Depository Shares (“ADSs”) from time to time in “at-the-market” offerings under the Shelf (“ATM Program”). In January 2024, the Company sold 1,250,000 ordinary shares under the ATM Program, resulting in net proceeds of $9.7 million. As of March 31, 2024, the Company has sold 4,290,816 ordinary shares under the ATM Program, resulting in net proceeds to us of approximately $30.5 million.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Debt - Narrative (Details) - Oberland Capital - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Debt Instrument [Line Items]
Note purchase agreement, milestone payment, percent of aggregate principal amount issued	30.00%
Milestone payment, period	5 years
Note Purchase Agreement
Debt Instrument [Line Items]
Note purchase agreement, value	$ 175.0
Note purchase agreement, amount available for funding at the option of the company and counterparty	$ 100.0
Debt instrument, term	6 years
Debt instrument, reference rate	7.75%
Debt instrument, interest rate floor	8.00%
Weighted average interest rate	13.30%	12.50%
Cumulative payments under note purchase agreement, including interest	$ 21.2
Debt instrument, redemption price, percentage of principal amount redeemed	75.00%
Note purchase agreement, deductible amount due to company	$ 100.0
Note purchase agreement, percent of aggregate outstanding principal amount, cash balance required	90.00%
Note Purchase Agreement \| Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage	175.00%
Note Purchase Agreement \| Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage	185.00%
Note Purchase Agreement \| Debt Instrument, Redemption, Period Three
Debt Instrument [Line Items]
Debt instrument, redemption price, percentage	205.00%
Note Purchase Agreement \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.25%
First Purchase Note
Debt Instrument [Line Items]
Note purchase agreement, value	$ 75.0
Second Purchase Note
Debt Instrument [Line Items]
Note purchase agreement, value	$ 75.0