UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| * | Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market, LLC. |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported in the Original Form 8-K, Dr. Mario Alberto Accardi, PhD was appointed as Chief Executive Officer and member of the Board of Directors of the Company, effective January 1, 2026. In connection with this appointment, on January 5, 2026, the Company and Dr. Accardi entered into an Employment Agreement (the “Employment Agreement”), effective as of January 1, 2026.
Pursuant to the Employment Agreement, Dr. Accardi’s base salary is $600,000 and he is eligible to earn a target annual bonus of fifty percent (50%) of his base salary. The Employment Agreement provides that if we terminate Dr. Accardi’s employment outside of the one year period following a sale event (as defined in the Centessa Pharmaceuticals plc 2021 Stock Option and Incentive Plan, or the 2021 Plan) without cause, or Dr. Accardi resigns for good reason, Dr. Accardi will receive 12 months’ salary continuation. The Employment Agreement provides that if Dr. Accardi’s employment is terminated by us other than for cause, or by Dr. Accardi for good reason within the one year period following a sale event, Dr. Accardi will receive a lump sum payment equal to the sum of (A) 18 months of his then-current base salary and (B) 150% of his target bonus for the year of termination. In addition, the Employment Agreement provides that if any payments or benefits received by Dr. Accardi or otherwise would constitute “parachute payments” within the meaning of Section 280G of the Code and be subject to excise taxes imposed by Section 4999 of the Code, such amount will either be delivered in full or reduced so as not to be subject to excise taxation, whichever amount is higher.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Employment Agreement, which is filed as an exhibit to this Current Report on Form 8-K, and the foregoing description is subject in all respects to the actual terms of the Employment Agreement.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
Description | |
| 99.1 | Employment Agreement, dated as of January 5, 2026, between the registrant and Mario Accardi. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and incorporated as Exhibit 101). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 6, 2026
| CENTESSA PHARMACEUTICALS PLC | ||
| By: | /s/ John Crowley | |
| Name: | John Crowley | |
| Title: | Chief Financial Officer | |