0001847903-24-000167 | 10-Q | XBRL Viewer | Centessa Pharmaceuticals PLC

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Subsequent Event	9 Months Ended
Subsequent Event	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Event	Subsequent Event On November 12, 2024, the Company announced the discontinuation of the global clinical development program for SerpinPC, a novel inhibitor of activated protein C (APC) that was being progressed for the treatment of hemophilia B. The strategic decision was made to prioritize capital towards the development of our growing OX2R agonist franchise based on the strength of the interim Phase 1 data for ORX750, coupled with the outcome of a planned interim analysis of Part 1 of the PRESent-2 study of SerpinPC, which was evaluated in the context of the evolving treatment and market landscape for hemophilia B, including the recent FDA approval of a competing product. The Company is now exploring potential strategic alternatives for the SerpinPC program. As a result of the discontinuation of the program, the Company expects to incur a one-time charge in the fourth quarter of 2024 of approximately $33 - $37 million. The charge will primarily consist of contract termination costs related to firm commitments for the manufacture of registrational materials and other costs. The Company also expects to make SerpinPC available to a subset of the study subjects for a period of up to twelve months to enable a transition to alternative therapies utilizing available materials.

Share-based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule 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 September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Research and development	$	3,642	$	3,326	$	11,373	$	9,865
General and administrative	4,811		4,233		13,845		12,097
	$	8,453	$	7,559	$	25,218	$	21,962

Schedule of Stock Option Activity

The following table summarizes stock option activity for the nine months ended September 30, 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	4,130,400	$	8.49
Exercised	(1,054,246)	$	6.00
Forfeited	(620,269)	$	7.56
Balance at September 30, 2024	18,524,900	$	7.45	7.6 years
Exercisable at September 30, 2024	10,728,788	$	7.41	6.9 years
Vested and expected to vest at September 30, 2024	18,524,900	$	7.45	7.6 years

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

During the nine months ended September 30, 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	76.1	%
Risk-free interest rate	4.0	%
Expected dividend yield	0	%

Schedule of Replacement Equity Award Activity

The following table summarizes ordinary share activity related to the restricted stock programs for the nine months ended September 30, 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	(169,598)			(885,937)
Forfeited	—			(168,392)
Unvested at September 30, 2024	140,454			1,833,984

Unrecognized compensation expense at September 30, 2024 (in thousands)	$	4,632		$	9,180
Expected weighted average recognition period	0.6 years			2.7 years

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (124,428)	$ (114,248)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense	25,218	21,962
Depreciation and amortization	712	564
Change in fair value of financial instruments	0	4,200
Change in deferred taxes	2,255	(26,380)
Changes in operating assets and liabilities:
Tax incentive receivable	5,494	(4,157)
Prepaid expenses and other assets	5,730	(3,211)
Operating leases, net	225	(1,968)
Accounts payable	(4,728)	(3,308)
Accrued expenses and other liabilities	(9,963)	(2,841)
Other, net	230	95
Net cash used in operating activities	(99,255)	(129,292)
Cash flows from investing activities:
Purchases of investments in marketable securities	(140,533)	(194,836)
Proceeds from redemption of investments in marketable securities	146,834	86,248
Purchases of property and equipment	(34)	(141)
Net cash provided by (used in) investing activities	6,267	(108,729)
Cash flows from financing activities:
Proceeds from option exercises	5,885	192
Other, net	(3,731)	0
Net cash provided by financing activities	361,789	14,756
Effect of exchange rate on cash and cash equivalents	(1,805)	1,119
Net increase (decrease) in cash and cash equivalents	266,996	(222,146)
Cash and cash equivalents at beginning of period	128,030	393,644
Cash and cash equivalents at end of period	395,026	171,498
Supplemental disclosure:
Interest paid	7,611	7,336
Income taxes paid	11	2,947
Operating lease payments reducing operating lease liabilities	1,201	785
ROU assets obtained in exchange for operating lease liabilities	0	9,711
Underwriter Offering
Cash flows from financing activities:
Proceeds from issuance of shares, net of issuance costs	349,980	0
ATM Program
Cash flows from financing activities:
Proceeds from issuance of shares, net of issuance costs	$ 9,655	$ 14,564

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 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):


	September 30, 2024		December 31, 2023
Research and development expenses	$	5,832	$	16,123
Insurance related expenses	1,366		1,651
Value added tax receivable	6,014		1,330
Other	2,674		1,621
	$	15,886	$	20,725

Schedule of Accrued Expenses and Other Current Liabilities

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


	September 30, 2024		December 31, 2023
Research and development expenses	$	10,800	$	18,814
Personnel related expenses	6,158		6,733
Professional fees	1,015		1,072
Operating lease liabilities	577		505
Other	413		446
	$	18,963	$	27,570

Schedule of Property and Equipment, Net

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


	September 30, 2024		December 31, 2023
Computer equipment	$	768	$	734
Office furniture	724		724
Other	43		43
Property and equipment, at cost	1,535		1,501
Less: Accumulated depreciation	(714)		(462)
Property and equipment, net	$	821	$	1,039

Schedule of Reconciliation of Changes, Net of Applicable Income Taxes

The following table provides a reconciliation of changes, net of applicable income taxes, in other accumulated comprehensive income (amounts in thousands):


	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Foreign currency translation adjustment:
Beginning balance	$	117	$	163	$	203	$	(1,497)
Foreign currency translation adjustment during period	(412)		(419)		(498)		1,241
Ending balance	$	(295)	$	(256)	$	(295)	$	(256)

Unrealized gain on available for sale securities:
Beginning balance	$	1,478	$	783	$	1,290	$	—
Unrealized holding gain on available for sale securities during period	1,641		998		2,390		1,781
Reclassification adjustment for realized net gain on available for sale marketable securities included in net loss	(729)		(746)		(1,290)		(746)
Ending balance	$	2,390	$	1,035	$	2,390	$	1,035

Balance Sheet Components - Reconciliation of Changes, Net of Applicable Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ 286,965	$ 276,606	$ 236,244	$ 336,169
Ending balance	499,137	259,390	499,137	259,390
Foreign currency translation adjustment:
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	117	163	203	(1,497)
Reclassification adjustments	(412)	(419)	(498)	1,241
Ending balance	(295)	(256)	(295)	(256)
Unrealized gain on available for sale securities:
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	1,478	783	1,290	0
Unrealized holding gain on available for sale securities during period	1,641	998	2,390	1,781
Reclassification adjustments	(729)	(746)	(1,290)	(746)
Ending balance	$ 2,390	$ 1,035	$ 2,390	$ 1,035

- Definition

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

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+ Details

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 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 September 30, 2024 and as of December 31, 2023; •the Company’s results of operations for the three and nine months ended September 30, 2024 and September 30, 2023; and •the Company’s cash flows for the nine months ended September 30, 2024 and September 30, 2023. Operating results for the Company for the three and nine months ended September 30, 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 September 30, 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 nine-month periods ended September 30, 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", in addition to the repayment of the principal as well as quarterly interest payments, 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 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) 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 (ii) 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”). 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.

Commitments and Contingencies - Future Lease Payments and Sublease Income under Non-Cancelable Operating Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Operating Leases
2024	$ 400
2025	1,634
2026	1,667
2027	1,700
2028	1,734
Thereafter	7,290
Total	14,425
Less: Imputed interest	(5,405)
Total operating lease liabilities	9,020
Less: current portion	(577)	$ (505)
Lease liabilities, net of current portion	8,443	$ 8,888
Sublease Income
2024	88
2025	355
2026	362
2027	370
2028	345
Thereafter	0
Total	$ 1,520

Share-based Compensation

9 Months Ended

Sep. 30, 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 September 30, 2024 were 8,910,788.

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 September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Research and development	$	3,642	$	3,326	$	11,373	$	9,865
General and administrative	4,811		4,233		13,845		12,097
	$	8,453	$	7,559	$	25,218	$	21,962

Stock Options

The following table summarizes stock option activity for the nine months ended September 30, 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	4,130,400	$	8.49
Exercised	(1,054,246)	$	6.00
Forfeited	(620,269)	$	7.56
Balance at September 30, 2024	18,524,900	$	7.45	7.6 years
Exercisable at September 30, 2024	10,728,788	$	7.41	6.9 years
Vested and expected to vest at September 30, 2024	18,524,900	$	7.45	7.6 years

The weighted-average grant date fair value of options granted was $5.84 per share for the nine months ended September 30, 2024. As of September 30, 2024, the total unrecognized compensation expense related to unvested stock option awards was $34.6 million, which the Company expects to recognize over a weighted-average period of 2.5 years.

Based on the trading price of $15.99 per ADS, which is the closing price as of September 30, 2024, the aggregate intrinsic value of options as of September 30, 2024 was $160.3 million.

During the nine months ended September 30, 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	76.1	%
Risk-free interest rate	4.0	%
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 nine months ended September 30, 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	(169,598)			(885,937)
Forfeited	—			(168,392)
Unvested at September 30, 2024	140,454			1,833,984

Unrecognized compensation expense at September 30, 2024 (in thousands)	$	4,632		$	9,180
Expected weighted average recognition period	0.6 years			2.7 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 September 30, 2024, no shares have been purchased or issued under the ESPP and remaining shares reserved for the ESPP were 2,708,415.

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	9 Months Ended	12 Months Ended
	Sep. 30, 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	0	5,900
Ending balance	$ 75,700	$ 75,700

Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted-Average Ordinary Shares Outstanding (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 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)	20,499,338	18,595,661
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)	140,454	366,588
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)	1,833,984	2,189,854
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)	18,524,900	16,039,219

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 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 September 30, 2024 and as of December 31, 2023;

•the Company’s results of operations for the three and nine months ended September 30, 2024 and September 30, 2023; and

•the Company’s cash flows for the nine months ended September 30, 2024 and September 30, 2023.

Operating results for the Company for the three and nine months ended September 30, 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 September 30, 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 nine-month periods ended September 30, 2024 and September 30, 2023 were $252 thousand and $208 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 nine months periods ended September 30, 2024 and September 30, 2023 were $460 thousand and $356 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 nine-month periods ended September 30, 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", in addition to the repayment of the principal as well as quarterly interest payments, 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 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) 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 (ii) 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”).

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

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 nine months ended September 30, 2024 and September 30, 2023, as they would be anti-dilutive:


	Nine Months Ended September 30, 2024	Nine Months Ended September 30, 2023
Unvested ordinary shares	140,454	366,588
Restricted stock units	1,833,984	2,189,854
Stock options	18,524,900	16,039,219
	20,499,338	18,595,661

Share-based Compensation - Summary of Stock Option Activity (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2024 $ / shares shares	Dec. 31, 2023 $ / shares shares
Number of Shares
Beginning balance (in shares) \| shares	16,069,015
Granted (in shares) \| shares	4,130,400
Exercised (in shares) \| shares	(1,054,246)
Forfeited (in shares) \| shares	(620,269)
Ending balance (in shares) \| shares	18,524,900	16,069,015
Exercisable at end of period (in shares) \| shares	10,728,788
Vested and expected to vest at end of period (in shares) \| shares	18,524,900
Weighted-Average Exercise Price Per Share
Beginning balance (in dollars per share) \| $ / shares	$ 7.09
Granted (in dollars per share) \| $ / shares	8.49
Exercised (in dollars per share) \| $ / shares	6.00
Forfeited (in dollars per share) \| $ / shares	7.56
Ending balance (in dollars per share) \| $ / shares	7.45	$ 7.09
Exercisable at end of period (in dollars per share) \| $ / shares	7.41
Vested and expected to vest at end of period (in dollars per share) \| $ / shares	$ 7.45
Weighted-Average Remaining Contractual Term
Options outstanding, weighted-average remaining contractual term	7 years 7 months 6 days	7 years 10 months 24 days
Options exercisable, weighted-average remaining contractual term	6 years 10 months 24 days
Options vested and expected to vest at end of period, weighted-average remaining contractual term	7 years 7 months 6 days

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Note Purchase Agreement
Debt Instrument [Line Items]
Debt	$ 75,700	$ 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/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Share-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended		9 Months Ended	33 Months Ended
	May 31, 2021	Jan. 31, 2021	Sep. 30, 2024	Sep. 30, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average grant date fair value of options granted (in dollars per share)			$ 5.84
Unrecognized compensation expense related to unvested stock option awards			$ 34.6	$ 34.6
Share price (in dollars per share)			$ 15.99	$ 15.99
Aggregate intrinsic value of options			$ 160.3	$ 160.3
Shares reserved for issuance (in shares)		860,000
Percentage of shares issued and outstanding				1.00%
Multiplier for initial number of shares reserved				2
Shares repurchased (in shares)			0
Stock issued during period (in shares)			0
Remaining shares reserved for issuance (in shares)			2,708,415	2,708,415
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected weighted average recognition period			2 years 6 months
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected weighted average recognition period			7 months 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
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)			8,910,788	8,910,788

Fair Value Measurement - Schedule of Fair Value, Financial Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
U.S. Treasury securities
Assets
U.S. Treasury securities	$ 169,963
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	169,963	128,519
Quoted prices in active markets for identical assets (Level 1) \| Fair Value, Recurring \| Money Market fund
Assets
Money Market fund	252,519	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	75,700	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

Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt

Debt as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Note Purchase Agreement	$	75,700	$	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 September 30, 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”), there is $100 million available under the NPA to fund Mergers and Acquisitions (M&A), in-licensing, or other strategic transactions, at any time at the Company’s and Purchasers’ option.

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 nine months ended September 30, 2024 was 13.3% per annum compared with an average interest rate of 12.9% per annum over the nine months ended September 30, 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) 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 (ii) 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 September 30, 2024, the Company has made cumulative payments under the NPA, including interest payments, totaling $26.3 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 or becomes a receivable of 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 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Paragraph 1I
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Research and development expenses	$ 5,832	$ 16,123
Insurance related expenses	1,366	1,651
Value added tax receivable	6,014	1,330
Other	2,674	1,621
Prepaid expenses and other current assets	$ 15,886	$ 20,725

Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Debt

Debt as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Note Purchase Agreement	$	75,700	$	75,700

Consolidated Balance Sheets (Parenthetical) - £ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Ordinary shares, nominal value (in pound sterling per share)	£ 0.002	£ 0.002
Ordinary shares, shares authorized (in shares)	184,469,623	152,500,000
Ordinary shares, shares issued (in shares)	131,659,103	98,774,827
Ordinary shares, shares outstanding (in shares)	131,659,103	98,774,827

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses:
Research and development	$ 33,903	$ 28,190	$ 89,370	$ 94,689
General and administrative	12,502	12,019	37,105	41,416
Loss from operations	(46,405)	(40,209)	(126,475)	(136,105)
Interest income	3,340	2,953	9,171	7,543
Interest expense	(2,557)	(2,541)	(7,611)	(7,336)
Other income (expense), net	3,664	(1,677)	2,281	(4,550)
Loss before income taxes	(41,958)	(41,474)	(122,634)	(140,448)
Income tax expense (benefit)	608	(2,826)	1,794	(26,200)
Net loss	(42,566)	(38,648)	(124,428)	(114,248)
Other comprehensive income (loss):
Foreign currency translation adjustment	(412)	(419)	(498)	1,241
Unrealized gain on available for sale marketable securities, net of tax	912	252	1,100	1,035
Other comprehensive income (loss)	500	(167)	602	2,276
Total comprehensive loss	$ (42,066)	$ (38,815)	$ (123,826)	$ (111,972)
Net loss per ordinary share - basic (in dollars per share)	$ (0.37)	$ (0.40)	$ (1.15)	$ (1.20)
Net loss per ordinary share - diluted (in dollars per share)	$ (0.37)	$ (0.40)	$ (1.15)	$ (1.20)
Weighted average ordinary shares outstanding - basic (in shares)	116,253,902	96,648,110	108,571,742	95,589,181
Weighted average ordinary shares outstanding - diluted (in shares)	116,253,902	96,648,110	108,571,742	95,589,181

Subsequent Event (Details) - Forecast $ in Millions	Dec. 31, 2024 USD ($)
Minimum
Subsequent Event [Line Items]
Restructuring and related cost, expected cost	$ 33
Maximum
Subsequent Event [Line Items]
Restructuring and related cost, expected cost	$ 37

Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Research and development expenses	$ 10,800	$ 18,814
Personnel related expenses	6,158	6,733
Professional fees	1,015	1,072
Operating lease liabilities	577	505
Other	413	446
Accrued expenses and other current liabilities	$ 18,963	$ 27,570

Commitments and Contingencies - Narrative (Details) $ in Thousands				9 Months Ended
	Aug. 02, 2024	Oct. 11, 2023 ft²	Mar. 31, 2023 USD ($) ft² extensionTerm	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
Lessee, Lease, Description [Line Items]
Purchase obligation				$ 59,500
Purchase obligation, to be paid, within one year				50,600
Purchase obligation, to be paid, year one through five				8,800
Lease term (in years)			10 years
Area of real estate property (in square feet) \| ft²			18,922
Rent expense			$ 1,600
Rent expense, year 10			1,900
Letter of credit outstanding			$ 700
Number of options to extend \| extensionTerm			1
Lease, renewal term (in years)			5 years
Operating lease, right-of-use asset				11,244	$ 11,914
Operating lease liabilities				9,020
Period of sublease agreement (in years)		5 years
Number of square feet to sublease \| ft²		4,242
Plaintiff statement amendment period (in days)	21 days
Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Lessee, Lease, Description [Line Items]
Maximum aggregate development and regulatory milestone payments				0
Expenses reflecting development milestone payments				4,500
Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Orexia
Lessee, Lease, Description [Line Items]
Maximum aggregate development milestone payments				5,300
Maximum aggregate commercial milestone payments				$ 15,000
Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Nxera
Lessee, Lease, Description [Line Items]
Period after contractual agreement ends (in years)				3 years
Period after first commercial sale (in years)				10 years

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 01, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 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		131,845,476
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
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

Fair Value Measurement (Tables)

9 Months Ended

Sep. 30, 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)
September 30, 2024
Assets
Money Market fund	$	252,519	$	—	$	—
U.S. Treasury securities	$	169,963	$	—	$	—

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


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 September 30, 2024 (amounts in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Money Market fund, included in Cash and cash equivalents	$	252,519	$	—	$	—	$	252,519

U.S. Treasury securities, included in:
Cash and cash equivalents	$	46,310	$	230	$	—	$	46,540
Short-term investments	120,534		2,889		—		123,423
Total U.S. Treasury securities	$	166,844	$	3,119	$	—	$	169,963

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

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	—
Balance at September 30, 2024	$	75,700

- 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
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-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
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
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-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
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-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
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-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

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (42,566)	$ (38,648)	$ (124,428)	$ (114,248)

- 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 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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+ Details

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 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 September 30, 2024 (amounts in thousands):


	September 30, 2024
Assets:
Operating lease, right-of-use asset	$	11,244

Liabilities:
Current portion of operating lease liabilities	$	577
Operating lease liabilities, net of current portion	8,443
Total operating lease liabilities	$	9,020

Schedule of Lease, Cost

The following table summarizes supplemental information related to leases as of September 30, 2024:


	September 30, 2024
Weighted-average remaining lease term	8.3 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):


	Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Operating lease cost	$	1,498	$	999
Variable lease cost	11		43
Short term lease cost	4		20
Sublease income	(263)		—
Total operating lease cost	$	1,250	$	1,062

Schedule of Lessee, Operating Lease, Liability, Maturity

Future lease payments and sublease income under non-cancelable operating leases as of September 30, 2024 were as follows (amounts in thousands):


	Operating Leases		Sublease Income
Year ending:
2024	$	400	$	88
2025	1,634		355
2026	1,667		362
2027	1,700		370
2028	1,734		345
Thereafter	7,290		—
Total	$	14,425	$	1,520
Less: Imputed interest	(5,405)
Present value of lease liabilities	$	9,020
Less: current portion	(577)
Lease liabilities, net of current portion	$	8,443

Consolidated Statements of Shareholders' Equity (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Stockholders' Equity [Abstract]
Unrealized gain on available for sale securities, tax	$ 0.3	$ 0.1	$ 0.3	$ 0.3

Share-based Compensation - Schedule of Assumptions Used to Estimate Fair Value of Stock Option Awards (Details) - Stock options	9 Months Ended
	Sep. 30, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term	5 years 10 months 24 days
Expected stock price volatility	76.10%
Risk-free interest rate	4.00%
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.

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+ Details

Debt - Narrative (Details) - Oberland Capital - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Debt Instrument [Line Items]
Note purchase agreement, milestone payment, percent of aggregate principal amount issued (as a apercent)	30.00%
Milestone payment, period	5 years
First Purchase Note
Debt Instrument [Line Items]
Note purchase agreement, value	$ 75.0
Note Purchase Agreement
Debt Instrument [Line Items]
Note purchase agreement, amount available for funding at the option of the company and counterparty	$ 100.0
Debt instrument, term	6 years
Debt instrument, basis spread on variable rate (as a apercent)	0.25%
Debt instrument, reference rate (as a apercent)	7.75%
Debt instrument, interest rate floor (as a percent)	8.00%
Weighted average interest rate (as a apercent)	13.30%	12.90%
Cumulative payments under note purchase agreement, including interest	$ 26.3
Debt instrument, redemption price, percentage of principal amount redeemed (as a apercent)	75.00%
Note purchase agreement, deductible amount due to company	$ 100.0
Note purchase agreement, percent of aggregate outstanding principal amount, cash balance required (as a apercent)	90.00%
Note Purchase Agreement \| Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Debt instrument, redemption price (as a apercent)	185.00%
Note Purchase Agreement \| Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Debt instrument, redemption price (as a apercent)	205.00%

Balance Sheet Components - Components of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 1,535	$ 1,501
Less: Accumulated depreciation	(714)	(462)
Property and equipment, net	821	1,039
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	768	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

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 395,026	$ 128,030
Short-term investments	123,423	128,519
Tax incentive receivable	34,029	37,818
Prepaid expenses and other current assets	15,886	20,725
Total current assets	568,364	315,092
Property and equipment, net	821	1,039
Operating lease right-of-use assets	11,244	11,914
Deferred tax asset	27,055	29,647
Other, net	2,231	2,554
Total assets	609,715	360,246
Current liabilities:
Accounts payable	7,443	11,815
Accrued expenses and other current liabilities	18,963	27,570
Total current liabilities	26,406	39,385
Long term debt	75,700	75,700
Operating lease liabilities	8,443	8,888
Other liabilities	29	29
Total liabilities	110,578	124,002
Commitments and contingencies (Note 6)
Shareholders’ equity:
Ordinary shares: £0.002 nominal value: 184,469,623 shares authorized, 131,659,103 issued and outstanding at September 30, 2024: 152,500,000 shares authorized, 98,774,827 issued and outstanding at December 31, 2023	357	273
Additional paid-in capital	1,374,058	987,423
Accumulated other comprehensive income	2,095	1,493
Accumulated deficit	(877,373)	(752,945)
Total shareholders’ equity	499,137	236,244
Total liabilities and shareholders' equity	$ 609,715	$ 360,246

Share-based Compensation - Summary of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation expense recognized	$ 8,453	$ 7,559	$ 25,218	$ 21,962
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation expense recognized	3,642	3,326	11,373	9,865
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation expense recognized	$ 4,811	$ 4,233	$ 13,845	$ 12,097

Commitments and Contingencies - Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Assets:
Operating lease, right-of-use asset	$ 11,244	$ 11,914
Liabilities:
Current portion of operating lease liabilities	577	505
Operating lease liabilities, net of current portion	8,443	$ 8,888
Total operating lease liabilities	$ 9,020

Share-based Compensation - Summary of Restricted Stock and Restricted Stock Unit, Activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
Restricted Stock Awards
Number of Shares
Unvested beginning balance (in shares)	310,052
Granted (in shares)	0
Vested (in shares)	(169,598)
Forfeited (in shares)	0
Unvested ending balance (in shares)	140,454
Unrecognized compensation expense excluding options \| $	$ 4,632
Expected weighted average recognition period	7 months 6 days
Restricted Stock Units
Number of Shares
Unvested beginning balance (in shares)	1,949,463
Granted (in shares)	938,850
Vested (in shares)	(885,937)
Forfeited (in shares)	(168,392)
Unvested ending balance (in shares)	1,833,984
Unrecognized compensation expense excluding options \| $	$ 9,180
Expected weighted average recognition period	2 years 8 months 12 days
Weighted-Average Grant Date Fair Value Per Share
Granted (in dollars per share) \| $ / shares	$ 8.01

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments

As of September 30, 2024, the Company had non-cancellable commitments for purchase of clinical materials, contract manufacturing, maintenance, and committed funding of up to $59.5 million, of which the Company expects to pay $50.6 million within one year and $8.8 million over one to five years.

We rely on third party manufacturers to produce quantities of SerpinPC registrational materials. Included in the totals above are firm orders for future purchases of registrational materials. If we terminate certain firm orders without cause, we will be required to pay for registrational materials scheduled for manufacture under our arrangement. 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 September 30, 2024, the Company has recognized an operating lease right-of-use asset, net of $11.2 million, including capitalized leasehold improvements that will be owned by the landlord, prepayments of rent, and a corresponding lease liability of $9.0 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 September 30, 2024 (amounts in thousands):


	September 30, 2024
Assets:
Operating lease, right-of-use asset	$	11,244

Liabilities:
Current portion of operating lease liabilities	$	577
Operating lease liabilities, net of current portion	8,443
Total operating lease liabilities	$	9,020

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 September 30, 2024:


	September 30, 2024
Weighted-average remaining lease term	8.3 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):


	Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Operating lease cost	$	1,498	$	999
Variable lease cost	11		43
Short term lease cost	4		20
Sublease income	(263)		—
Total operating lease cost	$	1,250	$	1,062

Future lease payments and sublease income under non-cancelable operating leases as of September 30, 2024 were as follows (amounts in thousands):


	Operating Leases		Sublease Income
Year ending:
2024	$	400	$	88
2025	1,634		355
2026	1,667		362
2027	1,700		370
2028	1,734		345
Thereafter	7,290		—
Total	$	14,425	$	1,520
Less: Imputed interest	(5,405)
Present value of lease liabilities	$	9,020
Less: current portion	(577)
Lease liabilities, net of current portion	$	8,443

Licensing and Collaborative Arrangements

The Company is party to licensing and collaboration arrangements to develop and commercialize intellectual property. As of September 30, 2024, the Company had no licensing and collaborative arrangement milestone obligations recorded on its balance sheet. Included in research and development expense in the Company’s consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2024 were aggregate incurred expenses of $4.5 million, primarily reflecting development milestone payments made in connection with the Company’s Orexin program.

License Agreement with Nxera Pharma UK Limited (formerly Heptares Therapeutics Limited) in connection with Orexin Program

The Company is party to a license, assignment, and research services agreement with Nxera Pharma UK Limited (“Nxera”), 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, Nxera assigned to the Company all of Nxeras’ 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, Nxera 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. Nxera 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 Nxera 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 Nxera in the performance of the research program (within the confines of the research budget). Additionally, the Company must pay Nxera, 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 high single 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 $5.3 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 were 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 were 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 sought unspecified damages and attorneys’ fees, among other things. On August 23, 2023, the Company submitted its motion to dismiss all claims. On August 2, 2024, Judge Gregory Wood of the United States District Court for the Southern District of New York granted in full a motion to dismiss with leave for the plaintiff to amend within twenty-one days certain statements and no leave to amend other statements and no ability to expand the scope of the claims pleaded in the Amended Complaint. On August 27, 2024, the United States District Court for the Southern District of New York dismissed the plaintiff’s complaint with prejudice and ordered the case closed.

Summary of Significant Accounting Policies - Narrative (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Debt Instrument [Line Items]
Depreciation expense	$ 252,000	$ 208,000
Amortization expense	460,000	356,000
Impairment, long-lived asset	$ 0	$ 0
Oberland Capital
Debt Instrument [Line Items]
Note purchase agreement, milestone payment, percent of aggregate principal amount issued (as a apercent)	30.00%
Oberland Capital \| Note Purchase Agreement \| Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Debt instrument, redemption price (as a apercent)	185.00%
Oberland Capital \| Note Purchase Agreement \| Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Debt instrument, redemption price (as a apercent)	205.00%

Commitments and Contingencies - Cash Flow, Supplemental Disclosures (Details)	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Weighted-average remaining lease term	8 years 3 months 18 days
Weighted-average discount rate	11.97%

Commitments and Contingencies - Components of Lease Expense (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 1,498	$ 999
Variable lease cost	11	43
Short term lease cost	4	20
Sublease income	(263)	0
Total operating lease cost	$ 1,250	$ 1,062

Organization and Description of Business	9 Months Ended
Organization and Description of Business	Sep. 30, 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 $877.4 million as of September 30, 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 September 30, 2024 of $518.4 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 and Equity offerings On September 11, 2024, the Company filed an automatic shelf registration statement on Form S-3ASR (“Shelf”) registering an unspecified amount of the Company’s ordinary shares, American Depository Shares representing ordinary shares, debt securities, warrants, and/or units or any combination thereof with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended. The Shelf automatically became effective upon filing. Under the Shelf, Centessa may offer securities from time to time in one or more offerings, at prices and on terms to be determined by market conditions at the time of offering. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering. The Company’s prior shelf registration statement on Form S-3, which was declared effective by the SEC on July 12, 2022, covered 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 (“ATM Program”). In the nine months ended September 30, 2024, the Company sold 1,250,000 ordinary shares under the ATM Program, resulting in net proceeds of $9.7 million. On a cumulative basis, as of September 30, 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. In the third quarter of 2024, the Company completed an offering of its ordinary shares through the sale and issuance of a cumulative 17,542,372 ADSs, at an offering price of $14.75 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 registration. The net proceeds of this offering, after deducting underwriting discounts and commissions and offering expenses, was approximately $242.7 million. Together with an offering of its ordinary shares completed in the second quarter of 2024, the Company has issued a cumulative 29,932,626 ADSs in 2024 with cumulative net proceeds totaling $350.0 million. The Company intends to use the net proceeds from the offerings, 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.

Organization and Description of Business (Details) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended	20 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2024 £ / shares	Dec. 31, 2023 USD ($)	Dec. 31, 2023 £ / shares	Jan. 27, 2023 USD ($)	Jul. 12, 2022 USD ($)
Subsidiary, Sale of Stock [Line Items]
Accumulated deficit	$ 877,373		$ 877,373	$ 877,373		$ 752,945
Cash and cash equivalents and short-term investments	$ 518,400		$ 518,400	$ 518,400
Ordinary shares, nominal value (in pound sterling per share) \| £ / shares					£ 0.002		£ 0.002
ATM Program
Subsidiary, Sale of Stock [Line Items]
Sale of stock, consideration receivable (up to)								$ 125,000	$ 350,000
Shares sold in offering (in shares) \| shares			1,250,000	4,290,816
Aggregate net proceeds from shares sold			$ 9,700	$ 30,500
Underwriter Offering
Subsidiary, Sale of Stock [Line Items]
Shares sold in offering (in shares) \| shares	17,542,372	29,932,626
Aggregate net proceeds from shares sold	$ 242,700	$ 350,000
Offering price (in dollars per share) \| $ / shares	$ 14.75		$ 14.75	$ 14.75
Number of shares issued per ordinary share (in shares) \| shares	1		1	1
Ordinary shares, nominal value (in pound sterling per share) \| £ / shares					£ 0.002

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

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


	Nine Months Ended September 30, 2024	Nine Months Ended September 30, 2023
Unvested ordinary shares	140,454	366,588
Restricted stock units	1,833,984	2,189,854
Stock options	18,524,900	16,039,219
	20,499,338	18,595,661

Fair Value Measurement - Schedule of Debt Securities, Fair Value of U.S. Treasury Securities and Money Market Fund (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Securities, Available-for-Sale [Line Items]
Money market fund, included in cash and cash equivalents, amortized cost	$ 395,026	$ 128,030
Money Market fund
Debt Securities, Available-for-Sale [Line Items]
Money market fund, included in cash and cash equivalents, amortized cost	252,519
Money market fund, included in cash and cash equivalents, fair value	252,519
U.S. Treasury securities
Debt Securities, Available-for-Sale [Line Items]
U.S. Treasury securities, amortized cost	166,844
U.S. Treasury securities, gross unrealized gains	3,119
U.S. Treasury securities, gross unrealized losses	0
U.S. Treasury securities, fair value	169,963
U.S. Treasury securities \| Cash and cash equivalents
Debt Securities, Available-for-Sale [Line Items]
U.S. Treasury securities, amortized cost	46,310
U.S. Treasury securities, gross unrealized gains	230
U.S. Treasury securities, gross unrealized losses	0
U.S. Treasury securities, fair value	46,540
U.S. Treasury securities \| Short-term investments
Debt Securities, Available-for-Sale [Line Items]
U.S. Treasury securities, amortized cost	120,534
U.S. Treasury securities, gross unrealized gains	2,889
U.S. Treasury securities, gross unrealized losses	0
U.S. Treasury securities, fair value	$ 123,423

Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	Underwriter Offering	ATM Program	Ordinary Shares	Ordinary Shares Underwriter Offering	Ordinary Shares ATM Program	Additional paid-in capital	Additional paid-in capital Underwriter Offering	Additional paid-in capital ATM Program	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
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]
Issuance of ordinary shares, net of issuance costs (in shares)						2,040,816
Issuance of ordinary shares, net of issuance costs			$ 14,564			$ 5			$ 14,559
Stock option exercises (in shares)				44,770
Stock option exercises	192						192
Share-based compensation expense	21,962						21,962
Vesting of ordinary shares (in shares)				908,463
Vesting of ordinary shares	0			$ 1			(1)
Shares withheld to pay employee withholding tax on share-based compensation (in shares)				(269,957)
Shares withheld to pay employee withholding tax on share-based compensation	(1,525)						(1,525)
Foreign currency translation adjustments	1,241									1,241
Unrealized gain on available for sale securities, net of tax	1,035									1,035
Net loss	(114,248)										(114,248)
Ending balance (in shares) at Sep. 30, 2023				97,567,483
Ending balance at Sep. 30, 2023	259,390			$ 271			974,448			779	(716,108)
Beginning balance (in shares) at Jun. 30, 2023				95,299,673
Beginning balance at Jun. 30, 2023	276,606			$ 266			952,854			946	(677,460)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of ordinary shares, net of issuance costs (in shares)						2,040,816
Issuance of ordinary shares, net of issuance costs			14,564			$ 5			14,559
Stock option exercises (in shares)				40,994
Stock option exercises	177						177
Share-based compensation expense	7,559						7,559
Vesting of ordinary shares (in shares)				291,734
Shares withheld to pay employee withholding tax on share-based compensation (in shares)				(105,734)
Shares withheld to pay employee withholding tax on share-based compensation	(701)						(701)
Foreign currency translation adjustments	(419)									(419)
Unrealized gain on available for sale securities, net of tax	252									252
Net loss	(38,648)										(38,648)
Ending balance (in shares) at Sep. 30, 2023				97,567,483
Ending balance at Sep. 30, 2023	$ 259,390			$ 271			974,448			779	(716,108)
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, net of issuance costs (in shares)					29,932,626	1,250,000
Issuance of ordinary shares, net of issuance costs		$ 349,980	$ 9,655		$ 76	$ 3		$ 349,904	$ 9,652
Stock option exercises (in shares)	1,054,246			1,054,246
Stock option exercises	$ 6,311			$ 2			6,309
Share-based compensation expense	25,218						25,218
Vesting of ordinary shares (in shares)				1,055,535
Vesting of ordinary shares	0			$ 3			(3)
Shares withheld to pay employee withholding tax on share-based compensation (in shares)				(408,131)
Shares withheld to pay employee withholding tax on share-based compensation	(4,445)						(4,445)
Foreign currency translation adjustments	(498)									(498)
Unrealized gain on available for sale securities, net of tax	1,100									1,100
Net loss	$ (124,428)										(124,428)
Ending balance (in shares) at Sep. 30, 2024	131,659,103			131,659,103
Ending balance at Sep. 30, 2024	$ 499,137			$ 357			1,374,058			2,095	(877,373)
Beginning balance (in shares) at Jun. 30, 2024				113,177,764
Beginning balance at Jun. 30, 2024	286,965			$ 309			1,119,868			1,595	(834,807)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of ordinary shares, net of issuance costs (in shares)					17,542,372
Issuance of ordinary shares, net of issuance costs		$ 242,708			$ 45			$ 242,663
Stock option exercises (in shares)				751,810
Stock option exercises	4,664			$ 2			4,662
Share-based compensation expense	8,453						8,453
Vesting of ordinary shares (in shares)				292,384
Vesting of ordinary shares	0			$ 1			(1)
Shares withheld to pay employee withholding tax on share-based compensation (in shares)				(105,227)
Shares withheld to pay employee withholding tax on share-based compensation	(1,587)						(1,587)
Foreign currency translation adjustments	(412)									(412)
Unrealized gain on available for sale securities, net of tax	912									912
Net loss	$ (42,566)										(42,566)
Ending balance (in shares) at Sep. 30, 2024	131,659,103			131,659,103
Ending balance at Sep. 30, 2024	$ 499,137			$ 357			$ 1,374,058			$ 2,095	$ (877,373)

Fair Value Measurement

9 Months Ended

Sep. 30, 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,

tax incentive receivable 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)
September 30, 2024
Assets
Money Market fund	$	252,519	$	—	$	—
U.S. Treasury securities	$	169,963	$	—	$	—

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


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 September 30, 2024 (amounts in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Money Market fund, included in Cash and cash equivalents	$	252,519	$	—	$	—	$	252,519

U.S. Treasury securities, included in:
Cash and cash equivalents	$	46,310	$	230	$	—	$	46,540
Short-term investments	120,534		2,889		—		123,423
Total U.S. Treasury securities	$	166,844	$	3,119	$	—	$	169,963


	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	—
Balance at September 30, 2024	$	75,700

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.

- 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 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

Balance Sheet Components

9 Months Ended

Sep. 30, 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):


	September 30, 2024		December 31, 2023
Research and development expenses	$	5,832	$	16,123
Insurance related expenses	1,366		1,651
Value added tax receivable	6,014		1,330
Other	2,674		1,621
	$	15,886	$	20,725

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


	September 30, 2024		December 31, 2023
Research and development expenses	$	10,800	$	18,814
Personnel related expenses	6,158		6,733
Professional fees	1,015		1,072
Operating lease liabilities	577		505
Other	413		446
	$	18,963	$	27,570

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


	September 30, 2024		December 31, 2023
Computer equipment	$	768	$	734
Office furniture	724		724
Other	43		43
Property and equipment, at cost	1,535		1,501
Less: Accumulated depreciation	(714)		(462)
Property and equipment, net	$	821	$	1,039

The following table provides a reconciliation of changes, net of applicable income taxes, in other accumulated comprehensive income (amounts in thousands):


	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Foreign currency translation adjustment:
Beginning balance	$	117	$	163	$	203	$	(1,497)
Foreign currency translation adjustment during period	(412)		(419)		(498)		1,241
Ending balance	$	(295)	$	(256)	$	(295)	$	(256)

Unrealized gain on available for sale securities:
Beginning balance	$	1,478	$	783	$	1,290	$	—
Unrealized holding gain on available for sale securities during period	1,641		998		2,390		1,781
Reclassification adjustment for realized net gain on available for sale marketable securities included in net loss	(729)		(746)		(1,290)		(746)
Ending balance	$	2,390	$	1,035	$	2,390	$	1,035