IPSC / Century Therapeutics, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

Century Therapeutics, Inc.
US ˙ NasdaqCM ˙ US15673T1007

Basisstatistiken
CIK 1850119
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Century Therapeutics, Inc.
SEC Filings (Chronological Order)
Auf dieser Seite finden Sie eine vollständige, chronologische Liste der SEC-Einreichungen, mit Ausnahme der Eigentumseinreichungen, die wir an anderer Stelle bereitstellen.
May 21, 2026 424B7

176,086,947 Shares of Common Stock

Filed Pursuant to Rule 424B7 Registration No. 333-293228 PROSPECTUS SUPPLEMENT (To Prospectus dated February 17, 2026) 176,086,947 Shares of Common Stock This prospectus supplement amends and supplements information contained or incorporated by reference in the prospectus dated February 17, 2026, or the prospectus, relating to the proposed resale or other disposition by the selling stockholders id

May 13, 2026 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40498 Century Therapeutics, Inc.

May 13, 2026 EX-10.3

First Amendment to the LICENSE AGREEMENT FOR USE OF CATALENT IPSC LINES IN PRE-CLINICAL AND CLINICAL DEVELOPMENT, AND COMMERCIALISATION OF CELL THERAPIES

Exhibit 10.3 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”. First Amendment to the LICENSE AGREEMENT FOR USE OF CATALENT IPSC LINES IN PRE-CLINICAL AND CLINICAL DEVE

May 13, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2026 Century Therapeutics,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2026 Century Therapeutics, Inc.

May 13, 2026 EX-99.1

Century Therapeutics, Inc Condensed Balance Sheets (unaudited, in thousands)

Exhibit 99.1 Century Therapeutics Reports First Quarter Financial Results and Business Updates · CNTY-813, Century’s type 1 diabetes iPSC-derived islet therapy with functional-cure potential, remains on track for IND in 4Q 2026; initial clinical data expected in 2H 2027 · Upcoming oral presentation at the American Diabetes Association (ADA) annual Scientific Sessions highlighting CNTY-813 preclini

April 27, 2026 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

April 27, 2026 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

April 16, 2026 ARS

ARS

Will UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 - K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001 - 40498 Centu

April 16, 2026 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

March 26, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2026 Century Therapeutics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2026 Century Therapeutics, Inc.

March 26, 2026 424B5

$150,000,000 Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-288616 PROSPECTUS SUPPLEMENT (To Prospectus dated January 9, 2026) $150,000,000 Common Stock We have previously entered into a sales agreement, or Sales Agreement, with Cowen and Company, LLC, predecessor to TD Securities (USA) LLC, or TD Cowen, dated July 1, 2022, relating to the sale of shares of our common stock, par valu

March 12, 2026 EX-99.2

Unlocking the Value of our Pipeline for T1D March 2026 2 Forward-looking statements This presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Ref

Exhibit 99.2 Unlocking the Value of our Pipeline for T1D March 2026 2 Forward-looking statements This presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts or statements that relate to pr

March 12, 2026 EX-3.3

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF CENTURY THERAPEUTICS, INC.

Exhibit 3.3 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF CENTURY THERAPEUTICS, INC. Century Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies that: 1. The name of this corporation is Century Therapeutics, Inc. The Corporation’s original Certifica

March 12, 2026 EX-99.1

Century Therapeutics Reports Full Year 2025 Financial Results and Business Updates

Exhibit 99.1 Century Therapeutics Reports Full Year 2025 Financial Results and Business Updates · CNTY-813, lead beta islet cell therapy program as a potential functional cure for type 1 diabetes, in Investigational New Drug (IND)-enabling studies; IND submission expected in 4Q 2026 to support anticipated initial clinical data in 2H 2027 · CNTY-308, a CD19-targeted CAR-iT cell therapy engineered w

March 12, 2026 EX-FILING FEES

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 Century Therapeutics, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.0001 457(a) 4,375,954 $ 2.52 $ 11,027,404.08 0.0001381 $ 1,522.88 Total Offerin

March 12, 2026 S-8

As filed with the United States Securities and Exchange Commission on March 12, 2026

As filed with the United States Securities and Exchange Commission on March 12, 2026 Registration No.

March 12, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2026 Century Therapeutics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2026 Century Therapeutics, Inc.

March 12, 2026 EX-10.43

LICENSE AGREEMENT FOR USE OF CATALENT IPSC LINES IN PRE-CLINICAL AND CLINICAL DEVELOPMENT, AND COMMERCIALISATION OF CELL

Exhibit 10.43 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”. LICENSE AGREEMENT FOR USE OF CATALENT IPSC LINES IN PRE-CLINICAL AND CLINICAL DEVELOPMENT, AND COMMERCIA

March 12, 2026 EX-21.1

SUBSIDIARIES OF CENTURY THERAPEUTICS, INC.

Exhibit 21.1 SUBSIDIARIES OF CENTURY THERAPEUTICS, INC. Subsidiary State or Country of Incorporation Century Therapeutics Canada ULC British Columbia, Canada Clarent Intermediate Sub, Inc. Delaware Clade Therapeutics, Inc. Delaware Gadeta B.V. Netherlands

March 12, 2026 EX-19.1

CENTURY THERAPEUTICS, INC. INSIDER TRADING POLICY Effective June 17, 2021

Exhibit 19.1 CENTURY THERAPEUTICS, INC. INSIDER TRADING POLICY Effective June 17, 2021 I. Purpose Century Therapeutics, Inc. (the “Company”) has adopted this Insider Trading Policy (this “Policy”) to satisfy the Company’s obligation to prevent insider trading and to help the Company’s personnel and its external advisors avoid violating insider trading laws. II. Persons Subject to the Policy This P

March 12, 2026 10-K

Will UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents Will UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 17, 2026 CORRESP

Century Therapeutics, Inc. 25 North 38th Street, 11th Floor Philadelphia, Pennsylvania 19104 February 17, 2026

Century Therapeutics, Inc. 25 North 38th Street, 11th Floor Philadelphia, Pennsylvania 19104 February 17, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-7553 Re: Century Therapeutics, Inc. Registration Statement on Form S-3 Filed February 5, 2026, 2026 (File No. 333-293228) Ladies and Gentleme

February 17, 2026 LETTER

LETTER

February 17, 2026 Brent Pfeiffenberger Chief Executive Officer Century Therapeutics, Inc.

February 5, 2026 S-3

As filed with the Securities and Exchange Commission on February 5, 2026

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 5, 2026 Registration No.

February 5, 2026 EX-FILING FEES

Security Type

Calculation of Filing Fee Tables S-3 Century Therapeutics, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward

January 23, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2026 Century Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2026 Century Therapeutics, Inc.

January 12, 2026 EX-99.1

Unlocking the Value of our Pipeline for T1D January 2026

Exhibit 99.1 Unlocking the Value of our Pipeline for T1D January 2026 2 Forward - looking statements This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts or statements that relate

January 12, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2026 Century Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2026 Century Therapeutics, Inc.

January 8, 2026 EX-10.2

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 7, 2026, by and among Century Therapeutics, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of the date hereof (the “Purchase Agreement”). Ca

January 8, 2026 EX-99.2

Unlocking the Value of our Pipeline for T1D January 2026 2 Forward-looking statements This presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation R

Exhibit 99.2 Unlocking the Value of our Pipeline for T1D January 2026 2 Forward-looking statements This presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts or statements that relate to

January 8, 2026 EX-4.2

WARRANT TO PURCHASE SHARES OF COMMON STOCK OR PRE-FUNDED WARRANTS CENTURY THERAPEUTICS, INC.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFEC

January 8, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2026 Century Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2026 Century Therapeutics, Inc.

January 8, 2026 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 7, 2026 by and among Century Therapeutics, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”). RECITALS A. The Company and the Investors are executing and de

January 8, 2026 EX-99.1

Century Therapeutics Secures Oversubscribed $135 Million Private Placement Financing to Support Lead Program, CNTY-813, a Potentially Curative Therapy for Type 1 Diabetes

Exhibit 99.1 Century Therapeutics Secures Oversubscribed $135 Million Private Placement Financing to Support Lead Program, CNTY-813, a Potentially Curative Therapy for Type 1 Diabetes PHILADELPHIA, Jan. 8, 2026 - Century Therapeutics, Inc. (‘Century’, NASDAQ: IPSC), a biotechnology company developing induced pluripotent stem cell (iPSC)-derived cell therapies for autoimmune diseases and cancer, to

January 8, 2026 EX-4.1

PRE-FUNDED COMMON STOCK PURCHASE WARRANT CENTURY THERAPEUTICS, INC.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFEC

January 5, 2026 S-3/A

As filed with the Securities and Exchange Commission on January 5, 2026

As filed with the Securities and Exchange Commission on January 5, 2026 Registration No.

December 29, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2025 Century Therapeut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2025 Century Therapeutics, Inc.

December 12, 2025 EX-99.1

Advancing Pipeline of Transformative Cell Therapies Corporate Deck – December 2025 2 Forward-looking statements This presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Priva

Exhibit 99.1 Advancing Pipeline of Transformative Cell Therapies Corporate Deck – December 2025 2 Forward-looking statements This presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts or

December 12, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2025 Century Therapeut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2025 Century Therapeutics, Inc.

December 9, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2025 Century Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2025 Century Therapeutics, Inc.

December 9, 2025 EX-99.1

Century Therapeutics Appoints Accomplished Biotechnology Leaders Dr. Han Lee and Dr. Martin Murphy to Board of Directors

Exhibit 99.1 Century Therapeutics Appoints Accomplished Biotechnology Leaders Dr. Han Lee and Dr. Martin Murphy to Board of Directors PHILADELPHIA, Dec. 9, 2025 - Century Therapeutics, Inc. (‘Century’, NASDAQ: IPSC), a biotechnology company developing induced pluripotent stem cell (iPSC)-derived cell therapies for autoimmune diseases and cancer, today announced the appointments of Han Lee, Ph.D.,

December 2, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

December 2, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

November 21, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

November 13, 2025 EX-99.1

Century Therapeutics Reports Third Quarter 2025 Financial Results and Provides Business Update

Exhibit 99.1 Century Therapeutics Reports Third Quarter 2025 Financial Results and Provides Business Update · Announced iPSC derived beta islet cell program for Type 1 diabetes (T1D); Investigational New Drug (IND)-enabling studies expected to initiate by year-end 2025; IND submission planned in 2026 · CNTY-308 advancing through IND-enabling studies to support planned clinical study initiation in

November 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40498 Century Therapeutics, Inc.

November 13, 2025 EX-99.3

Century Therapeutics Announces New Beta Islet Program for Type 1 Diabetes

Exhibit 99.3 Century Therapeutics Announces New Beta Islet Program for Type 1 Diabetes · Allo-Evasion™ 5.0-engineered iPSC beta islets are designed to overcome immune rejection and provide durable glucose control without chronic immunosuppression · Compelling preclinical data demonstrate rapid reversal of diabetes and sustained normoglycemia, human C-peptide production and mature GSIS, supported b

November 13, 2025 EX-99.2

Advancing Pipeline of Transformative Cell Therapies Corporate Deck – November 2025

Exhibit 99.2 Advancing Pipeline of Transformative Cell Therapies Corporate Deck – November 2025 2 Forward - looking statements This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts

November 13, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2025 Century Therapeut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2025 Century Therapeutics, Inc.

September 8, 2025 144

144

144 0001867305 XXXXXXXX LIVE 0001850119 Century Therapeutics, Inc. 001-40498 25 N 38TH STREET, 11TH FLOOR PHILADELPHIA PA 19104 215-981-4000 Russotti Gregory Officer Common Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917 539 269.45 86389098 09/08/2025 NASDAQ Common 09/05/2025 Restricted Stock Vesting Issuer N 539 09/05/2025 Compensation N Gregory Russotti 25 N 38th Street 11th

September 8, 2025 144

144

144 0002001162 XXXXXXXX LIVE 0001850119 Century Therapeutics, Inc. 001-40498 25 N 38TH STREET, 11TH FLOOR PHILADELPHIA PA 19104 215-981-4000 Pfeiffenberger Brent Officer Director Common Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917 488 243.95 86389098 09/08/2025 NASDAQ Common 09/05/2025 Restricted Stock Vesting Issuer N 488 09/05/2025 Compensation N Brent G. Pfeiffenberger 2

August 29, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2025 Century Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2025 Century Therapeutics, Inc.

August 14, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 Century Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 Century Therapeutics, Inc.

August 14, 2025 EX-99.2

Corporate Overview August 2025

Exhibit 99.2 Corporate Overview August 2025 © 2025 2 2 This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts or statements that relate to present fa cts or current conditions, incl

August 14, 2025 EX-99.1

Century Therapeutics Reports Second Quarter 2025 Financial Results and Provides Business Update

Exhibit 99.1 Century Therapeutics Reports Second Quarter 2025 Financial Results and Provides Business Update · Patient dosing ongoing in CALiPSO-1 trial; on track to report clinical data for CNTY-101 in patients with B-cell-mediated autoimmune diseases by year-end 2025 · CNTY-308, a CAR-iT cell therapy functionally comparable to primary T cells, now in IND-enabling studies as a potential treatment

August 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40498 Century Therapeutics, Inc.

July 10, 2025 EX-4.4

Form of Indenture.

Exhibit 4.4 CENTURY THERAPEUTICS, INC. INDENTURE Dated as of [ · ], 20[ · ] [ · ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 3 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 4 ARTICLE II. THE SECURITIES 4 Section 2.1. Issuable in Series 4 Sectio

July 10, 2025 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Century Therapeutics, Inc.

July 10, 2025 S-3

As filed with the Securities and Exchange Commission on July 10, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 10, 2025 Registration No.

July 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2025 Century Therapeutics,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2025 Century Therapeutics, Inc.

June 16, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 Century Therapeutics,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 Century Therapeutics, Inc.

May 15, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40498 Century Therapeutics, Inc.

May 15, 2025 EX-99.1

Century Therapeutics Reports First Quarter 2025 Financial Results and Provides Business Update

Exhibit 99.1 Century Therapeutics Reports First Quarter 2025 Financial Results and Provides Business Update · Patient dosing initiated in Phase 1 CALiPSO-1 trial evaluating CNTY-101 in autoimmune disease; expanding to additional U.S. and European sites following CTA authorizations in Germany, France, and Italy · CNTY-308 expected to enter IND-enabling studies in mid-2025 to support anticipated cli

May 15, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 Century Therapeutics,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 Century Therapeutics, Inc.

May 15, 2025 EX-99.2

2 Forward-looking statements This presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this prese

Exhibit 99.2 May 2025 Corporate Overview Exhibit 99.2 2 Forward-looking statements This presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts or statements that relate to present facts or

April 22, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

April 22, 2025 ARS

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40498 Century Therap

April 22, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

March 20, 2025 EX-FILING FEES

Calculation of Registration Fees

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) Century Therapeutics, Inc.

March 20, 2025 S-8

As filed with the United States Securities and Exchange Commission on March 20, 2025

As filed with the United States Securities and Exchange Commission on March 20, 2025 Registration No.

March 19, 2025 EX-99.1

Century Therapeutics Reports Full Year 2024 Financial Results and Provides Business Update

Exhibit 99.1 Century Therapeutics Reports Full Year 2024 Financial Results and Provides Business Update · Preclinical pipeline re-prioritization to focus on four potentially transformative programs to advance toward clinic, led by CNTY-308 in B-cell mediated autoimmune diseases and malignancies · New concentrated clinical focus for CNTY-101 based on unique profile with transformational potential i

March 19, 2025 EX-19.1

Century Therapeutics, Inc. Insider Trading Policy

Exhibit 19.1 CENTURY THERAPEUTICS, INC. INSIDER TRADING POLICY Effective June 17, 2021 I. Purpose Century Therapeutics, Inc. (the “Company”) has adopted this Insider Trading Policy (this “Policy”) to satisfy the Company’s obligation to prevent insider trading and to help the Company’s personnel and its external advisors avoid violating insider trading laws. II. Persons Subject to the Policy This P

March 19, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2025 Century Therapeutics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2025 Century Therapeutics, Inc.

March 19, 2025 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF CENTURY THERAPEUTICS, INC. Subsidiary State or Country of Incorporation Century Therapeutics Canada ULC British Columbia, Canada Clarent Intermediate Sub, Inc. Delaware Clade Therapeutics, Inc. Delaware Gadeta B.V. Netherlands

March 19, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40

March 19, 2025 EX-99.2

Mar 2025 Corporate Overview

Exhibit 99.2 Mar 2025 Corporate Overview 2 Forward - looking statements This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts or statements that relate to present fa cts or current

February 28, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 Century Therapeut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 Century Therapeutics, Inc.

February 14, 2025 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Century Therapeutics, Inc. and further agree that this agreement be included as an exhibit to such filing. Eac

January 13, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 Century Therapeutics, Inc.

January 13, 2025 EX-99.1

2 Forward-looking statements This presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this prese

Exhibit 99.1 January 2025 Corporate Overview 2 Forward-looking statements This presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts or statements that relate to present facts or current

December 13, 2024 8-K

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024 Century Therapeutics, Inc.

November 27, 2024 SC 13G

IPSC / Century Therapeutics, Inc. / Casdin Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

November 14, 2024 SC 13G/A

IPSC / Century Therapeutics, Inc. / Venrock Healthcare Capital Partners III, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm2428137d3sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Century Therapeutics, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 15673T100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Stat

November 14, 2024 SC 13G/A

IPSC / Century Therapeutics, Inc. / Casdin Capital, LLC Passive Investment

SC 13G/A 1 d1152876313g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Century Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 15673T100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the

November 12, 2024 SC 13G/A

IPSC / Century Therapeutics, Inc. / FMR LLC Passive Investment

SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.5 CENTURY THERAPEUTICS INC COMMON STOCK Cusip #15673T100 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #15673T100 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 2,514,713 Item 6: 0 Item 7: 2,521,511 Item 8: 0 It

November 5, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2024 Century Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2024 Century Therapeutics, Inc.

November 5, 2024 EX-99.1

Century Therapeutics Reports Third Quarter 2024 Financial Results and Provides Business Updates – Expansion of Phase 1 CALiPSO-1 trial of CNTY-101 in autoimmune disease to include diffuse cutaneous systemic sclerosis and idiopathic inflammatory myopa

Exhibit 99.1 Century Therapeutics Reports Third Quarter 2024 Financial Results and Provides Business Updates – Expansion of Phase 1 CALiPSO-1 trial of CNTY-101 in autoimmune disease to include diffuse cutaneous systemic sclerosis and idiopathic inflammatory myopathy – – Overall response rate (ORR) of 83% observed at CNTY-101 Dose Level 3B alongside a favorable safety profile in patients with r/r B

November 5, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40498 Century Therapeutics, Inc.

November 5, 2024 EX-10.2

Executive Employment Agreement, dated September 13, 2024, by and between the Company and Chad Cowan

Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”), dated September 13, 2024, is made and entered into by and between CENTURY THERAPEUTICS, INC., a Delaware corporation (the “Company”) and Chad Cowan (“Executive”), and will become effective as of October, 1 2024 (the “Effective Date”). Introduction WHEREAS, the Company desires to employ Executive on t

November 5, 2024 EX-10.1

Executive Employment Agreement, dated September 20, 2024, by and between the Company and Morgan Conn

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”), dated September 20th, 2024, is made and entered into by and between CENTURY THERAPEUTICS, INC., a Delaware corporation (the “Company”) and Morgan Conn (“Executive”), and will become effective on October 14, 2024 (the “Effective Date”). Introduction WHEREAS, the Company desires to employ Executive on

November 5, 2024 EX-99.2

November 2024 Corporate overview

Exhibit 99.2 November 2024 Corporate overview 2 Forward - looking statements This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts or statements that relate to present facts or cur

November 5, 2024 EX-10.3

Form of Performance-Based Restricted Stock Unit Grant Notice and Award Agreement, under the 2021 Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-40498) filed on November 5, 2024)

Exhibit 10.3 CENTURY THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE AND AWARD AGREEMENT Century Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Participant”) the target number of restricted stock units set forth below (the “Restrict

October 25, 2024 SC 13G/A

IPSC / Century Therapeutics, Inc. / Boxer Capital Management, LLC Passive Investment

SC 13G/A 1 ff403181013ga1-century.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Century Therapeutics Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 15673T100 (CUSIP Number) October 10, 2024 (Date of Event which Requires Filing of this Statement) Check the ap

October 25, 2024 EX-2

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-2 2 ff4031810ex2-century.htm JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G in respect of the Common Stock of Century Therapeutics, Inc. is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without th

September 26, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2024 Century Therapeutics, Inc.

August 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40498 Century Therapeutics, Inc.

August 8, 2024 EX-99.2

Corporate Overview August 2024

Exhibit 99.2 Corporate Overview August 2024 2 Forward - looking statements This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts or statements that relate to present facts or curre

August 8, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 Century Therapeutics, Inc.

August 8, 2024 EX-99.1

Century Therapeutics Reports Second Quarter 2024 Financial Results and Provides Business Updates – Initiation of Phase 1 CALiPSO-1 Trial of CNTY-101 in Systemic Lupus Erythematosus, marking strategic expansion into autoimmune disease; protocol amende

Exhibit 99.1 Century Therapeutics Reports Second Quarter 2024 Financial Results and Provides Business Updates – Initiation of Phase 1 CALiPSO-1 Trial of CNTY-101 in Systemic Lupus Erythematosus, marking strategic expansion into autoimmune disease; protocol amended to include additional cohort of Lupus Nephritis patients – – Presented interim results from Phase 1 ELiPSE-1 trial of CNTY-101 demonstr

July 8, 2024 EX-99.1

Corporate Overview July 2024

Exhibit 99.1 Corporate Overview July 2024 2 Forward - looking statements This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbour provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of historical facts or statements that relate to present facts or current co

July 8, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2024 Century Therapeutics,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2024 Century Therapeutics, Inc.

June 26, 2024 424B3

7,868,666 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-280310 PROSPECTUS 7,868,666 Shares of Common Stock This prospectus of Century Therapeutics, Inc. a Delaware corporation, or the Company, we, or us, relates to the offer and resale from time to time by the selling stockholders identified in this prospectus, or collectively the selling stockholders, of up to 7,868,666 shares o

June 26, 2024 EX-99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On April 11, 2024, Century Therapeutics, Inc. (Century Therapeutics) entered into an Agreement and Plan of Merger (Merger Agreement) with Clade Therapeutics, Inc. (Clade Therapeutics), Clarent Intermediate Sub, Inc, and Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Clade (Merger Sub). Upon the terms

June 26, 2024 8-K/A

Financial Statements and Exhibits

The audited financial statements of Clade as of and for the year ended December 31, 2023 are filed with this Current Report on Form 8-K/A as Exhibit 99.

June 26, 2024 EX-99.1

CLADE THERAPEUTICS, INC. AND SUBSIDIARIES Consolidated Financial Statements December 31, 2023 (With Independent Auditors’ Report Thereon) CLADE THERAPEUTICS, INC. AND SUBSIDARIES Consolidated Financial Statements December 31, 2023

Exhibit 99.1 CLADE THERAPEUTICS, INC. AND SUBSIDIARIES Consolidated Financial Statements December 31, 2023 (With Independent Auditors’ Report Thereon) CLADE THERAPEUTICS, INC. AND SUBSIDARIES Consolidated Financial Statements December 31, 2023 Contents Independent Auditors’ Report 1–2 Consolidated Balance Sheet 3 Consolidated Statement of Operations and Comprehensive Loss 4 Consolidated Statement

June 25, 2024 CORRESP

Century Therapeutics, Inc. 25 North 38th Street, 11th Floor Philadelphia, Pennsylvania 19104 June 25, 2024

Century Therapeutics, Inc. 25 North 38th Street, 11th Floor Philadelphia, Pennsylvania 19104 June 25, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-7553 Re: Century Therapeutics, Inc. Registration Statement on Form S-3 Filed June 18, 2024 (File No. 333-280310) Ladies and Gentlemen: Pursuant t

June 24, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2024 Century Therapeutics, Inc.

June 24, 2024 LETTER

LETTER

United States securities and exchange commission logo June 24, 2024 Brent Pfeiffenberger Chief Executive Officer Century Therapeutics, Inc.

June 18, 2024 S-3

As filed with the Securities and Exchange Commission on June 18, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 18, 2024 Registration No.

June 18, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Century Therapeutics, Inc.

June 3, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 Century Therapeutics, Inc.

June 3, 2024 EX-99.1

Century Therapeutics Presents Interim Results from Phase 1 ELiPSE-1 Study at ASCO 2024 Annual Meeting In ongoing dose escalation, CNTY-101 has demonstrated a manageable safety profile with no observed DLTs or GvHD and with majority of patients treate

Exhibit 99.1 Century Therapeutics Presents Interim Results from Phase 1 ELiPSE-1 Study at ASCO 2024 Annual Meeting In ongoing dose escalation, CNTY-101 has demonstrated a manageable safety profile with no observed DLTs or GvHD and with majority of patients treated in outpatient setting Encouraging preliminary efficacy in heavily pretreated R/R NHL at initial dose levels Novel cell-free DNA method

June 3, 2024 EX-99.2

Corporate Overview June 2024

Exhibit 99.2 Corporate Overview June 2024 2 Forward - looking statements This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbour provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of historical facts or statements that relate to present facts or current co

May 22, 2024 424B3

15,873,011 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-279422 PROSPECTUS 15,873,011 Shares of Common Stock This prospectus relates to the offer and resale from time to time by the selling stockholders identified in this prospectus, or collectively the selling stockholders, of up to 15,873,011 shares of our common stock, par value $0.0001 per share, or the common stock. The share

May 17, 2024 LETTER

LETTER

United States securities and exchange commission logo May 17, 2024 Brent Pfeiffenberger Chief Executive Officer Century Therapeutics, Inc.

May 17, 2024 CORRESP

Century Therapeutics, Inc. 25 North 38th Street, 11th Floor Philadelphia, Pennsylvania 19104 May 17, 2024

Century Therapeutics, Inc. 25 North 38th Street, 11th Floor Philadelphia, Pennsylvania 19104 May 17, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-7553 Re: Century Therapeutics, Inc. Registration Statement on Form S-3 Filed May 15, 2024 (File No. 333-279422) Ladies and Gentlemen: Pursuant to

May 15, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Century Therapeutics, Inc.

May 15, 2024 S-3

As filed with the Securities and Exchange Commission on May 15, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 15, 2024 Registration No.

May 9, 2024 EX-99.1

Century Therapeutics Reports First Quarter 2024 Financial Results and Provides Business Updates - Announced plans to pursue additional autoimmune disease regulatory filings for its iPSC derived NK cell therapy, CNTY-101, beyond systemic lupus erythem

Exhibit 99.1 Century Therapeutics Reports First Quarter 2024 Financial Results and Provides Business Updates - Announced plans to pursue additional autoimmune disease regulatory filings for its iPSC derived NK cell therapy, CNTY-101, beyond systemic lupus erythematosus (SLE) - Closed $60 million private placement led by Bain Capital Life Sciences supporting accelerated expansion in autoimmune dise

May 9, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40498 Century Therapeutics, Inc.

May 9, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 Century Therapeutics, Inc.

April 26, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

April 26, 2024 ARS

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40498 Century Therap

April 26, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

April 25, 2024 SC 13G

IPSC / Century Therapeutics, Inc. / Bain Capital Life Sciences Opportunities III, LP - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.

April 22, 2024 EX-99.1

Joint Filing Agreement, dated April 22, 2024, among the Reporting Persons.

EX-99.1 2 ff3295810ex991-century.htm Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G in respect of the Common Stock of Century Therapeutics, Inc. is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the unde

April 22, 2024 SC 13G

IPSC / Century Therapeutics, Inc. / Boxer Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Century Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 15673T100 (CUSIP Number) April 15, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

April 18, 2024 SC 13G

IPSC / Century Therapeutics, Inc. / Casdin Capital, LLC Passive Investment

SC 13G 1 d1102991013-g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Century Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 15673T100 (CUSIP Number) April 11, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropr

April 16, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

April 11, 2024 EX-99.1

Corporate OverviewApril 2024

Exhibit 99.1 Corporate OverviewApril 2024 2 Forward - looking statements This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbour provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of historical facts or statements that relate to present facts or current co

April 11, 2024 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2024 Century Therapeutics, Inc.

April 11, 2024 EX-10.2

Registration Rights Agreement, dated April 11, 2024, by and among the Company and the other parties thereto

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 11, 2024, by and among Century Therapeutics, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of the date hereof (the “Purchase Agreement”). Cap

April 11, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2024 Century Therapeutics, Inc.

April 11, 2024 EX-2.1

Agreement and Plan of Merger, dated April 11, 2024, by and among the Company and the other parties thereto

Exhibit 2.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and the registrant customarily and actually treats as private and confidential. AGREEMENT AND PLAN OF MERGER among: Century Therapeutics, Inc., a Delaware corporation; Clarent Intermediate Sub, Inc., a Delaware corporation; Clarent Merger S

April 11, 2024 EX-99.1

Century Therapeutics Strengthens Position in Autoimmune Disease with Strategic Pipeline Expansion Supported by $60 Million Private Placement and Acquisition of Clade Therapeutics Century is pursuing additional autoimmune disease regulatory filings fo

Exhibit 99.1 Century Therapeutics Strengthens Position in Autoimmune Disease with Strategic Pipeline Expansion Supported by $60 Million Private Placement and Acquisition of Clade Therapeutics Century is pursuing additional autoimmune disease regulatory filings for its iPSC derived iNK cell therapy, CNTY-101, beyond CALiPSO-1 trial in SLE, based on the potential of its differentiated profile Privat

April 11, 2024 EX-10.1

Securities Purchase Agreement, dated April 11, 2024, by and among the Company and the other parties thereto

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 11, 2024 by and among Century Therapeutics, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”). RECITALS A. The Company and the Investors are executing and del

April 9, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2024 Century Therapeutics, Inc.

April 9, 2024 EX-99.1

Century Therapeutics Presents New Preclinical Data Highlighting iPSC-derived Cell Therapy Platform Technology at the 2024 American Association for Cancer Research (AACR) Annual Meeting

Exhibit 99.1 Century Therapeutics Presents New Preclinical Data Highlighting iPSC-derived Cell Therapy Platform Technology at the 2024 American Association for Cancer Research (AACR) Annual Meeting PHILADELPHIA, April 8, 2024 – Century Therapeutics (NASDAQ: IPSC), an innovative biotechnology company developing induced pluripotent stem cell (iPSC)-derived cell therapies in immuno-oncology and autoi

April 8, 2024 SC 13D/A

IPSC / Century Therapeutics, Inc. / Casdin Capital, LLC Activist Investment

SC 13D/A 1 d1102270213d-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Century Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 15673T100 (CUSIP Number) Eli Casdin Casdin Capital, LLC 1350 Avenue of the Americas, Suite 2600 New York, New York Telephone

March 14, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 Century Therapeutics, Inc.

March 14, 2024 EX-97.1

Century Therapeutics, Inc. Compensation Recovery Policy

Exhibit 97.1 CENTURY THERAPEUTICS, INC. COMPENSATION RECOVERY POLICY Adopted as of September 14, 2023 Century Therapeutics, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1.Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered P

March 14, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40

March 14, 2024 S-8

As filed with the United States Securities and Exchange Commission on March 14, 2024

As filed with the United States Securities and Exchange Commission on March 14, 2024 Registration No.

March 14, 2024 EX-99.2

2 Forward-looking statements This presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbour provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this docu

Exhibit 99.2 Corporate Overview March 2024 2 Forward-looking statements This presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbour provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of historical facts or statements that relate to present facts or current condi

March 14, 2024 EX-99.1

Century Therapeutics Reports Full Year 2023 Financial Results and Provides Business Updates - Presented initial data from Phase 1 ELiPSE-1 Trial of CNTY-101 in relapsed/refractory B-cell lymphomas demonstrating a favorable tolerability profile, early

Exhibit 99.1 Century Therapeutics Reports Full Year 2023 Financial Results and Provides Business Updates - Presented initial data from Phase 1 ELiPSE-1 Trial of CNTY-101 in relapsed/refractory B-cell lymphomas demonstrating a favorable tolerability profile, early clinical activity and indication that Allo-Evasion™ may support a multi-dosing regimen without the need for continued lymphodepletion -

March 14, 2024 EX-10.40

License Agreement by and between Century Therapeutics, Inc. and FUJIFILM Cellular Dynamics, Inc., dated September 22, 2023

Exhibit 10.40 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and the registrant customarily and actually treats as private and confidential. LICENSE AGREEMENT This License Agreement (including any exhibits attached hereto, this “Agreement”) is made and is effective this 22nd day of September, 2023

March 14, 2024 EX-10.35

Executive Employment Agreement, by and between the Registrant and Brent Pfeiffenberger, Pharm.D., MBA, dated November 7, 2023

Exhibit 10.35 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”), dated November 7, 2023, is made and entered into by and between CENTURY THERAPEUTICS, INC., a Delaware corporation (the “Company”) and Brent Pfeiffenberger (“Executive”), and will become effective on December 4, 2023 (the “Effective Date”). Introduction WHEREAS, the Company desires to employ Executi

March 14, 2024 EX-FILING FEES

Calculation of Registration Fees

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) Century Therapeutics, Inc.

March 4, 2024 SC 13G

IPSC / Century Therapeutics, Inc. / Venrock Healthcare Capital Partners III, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Century Therapeutics, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 15673T100 (CUSIP Number) February 21, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

February 9, 2024 SC 13G/A

IPSC / Century Therapeutics, Inc. / FMR LLC Passive Investment

SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.4 CENTURY THERAPEUTICS INC COMMON STOCK Cusip #15673T100 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #15673T100 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 3,606,013 Item 6: 0 Item 7: 3,612,551 Item 8: 0 It

February 8, 2024 SC 13G/A

IPSC / Century Therapeutics, Inc. / Versant Venture Capital VI, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d760791dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 2) Century Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of

January 19, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2024 Century Therapeutics, Inc.

December 11, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2023 Century Therapeutics, Inc.

December 11, 2023 EX-99.1

Century Therapeutics Presents Initial Data from CNTY-101 Phase 1 ELiPSE-1 Trial Supporting the Potential for a Multi-Dosing Strategy for CAR iNK Enabled by Allo-Evasion™ Edits – Data presented at 65th ASH Annual Meeting show CNTY-101 was generally we

Exhibit 99.1 Century Therapeutics Presents Initial Data from CNTY-101 Phase 1 ELiPSE-1 Trial Supporting the Potential for a Multi-Dosing Strategy for CAR iNK Enabled by Allo-Evasion™ Edits – Data presented at 65th ASH Annual Meeting show CNTY-101 was generally well tolerated at Dose Level 1 (100 million cells) in a high-risk, heavily pretreated R/R B-cell lymphoma patient – – Preliminary clinical

December 11, 2023 EX-99.2

2 Forward-looking statements This presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbour provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this docu

Exhibit 99.2 Initial Data from Phase 1 ELiPSE-1 Trial of CNTY-101 in Relapsed/Refractory B-cell Lymphomas and Overview of Planned Phase 1 Study in Systemic Lupus Erythematosus December 11, 2023 2 Forward-looking statements This presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbour provisions of, The Private Securities Litigation Reform Act of

December 6, 2023 EX-99.1

Century Therapeutics Receives FDA Clearance of IND Application for CNTY-101 in Systemic Lupus Erythematosus – Represents second IND clearance for CNTY-101, the Company’s lead iPSC-derived CD19-targeted CAR NK cell product candidate, and first in an a

Exhibit 99.1 Century Therapeutics Receives FDA Clearance of IND Application for CNTY-101 in Systemic Lupus Erythematosus – Represents second IND clearance for CNTY-101, the Company’s lead iPSC-derived CD19-targeted CAR NK cell product candidate, and first in an autoimmune and inflammatory disease indication – – Company plans to initiate the Phase 1 clinical trial in the first half of 2024; initial

December 6, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2023 Century Therapeutics, Inc.

November 14, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 Century Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 Century Therapeutics, Inc.

November 13, 2023 SC 13G/A

IPSC / Century Therapeutics Inc / FMR LLC Passive Investment

SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.3 CENTURY THERAPEUTICS INC COMMON STOCK Cusip #15673T100 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #15673T100 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 3,818,439 Item 6: 0 Item 7: 3,823,265 Item 8: 0 It

November 9, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 Century Therapeutics, Inc.

November 9, 2023 EX-99.2

Corporate Overview November 2023

Exhibit 99.2 Corporate Overview November 2023 2 Forward - looking statements This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbour provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of historical facts or statements that relate to present facts or curren

November 9, 2023 EX-10.1

Second Amendment to License Agreement (Reprogramming), by and between Century Therapeutics, Inc. and FUJIFILM Cellular Dynamics Inc., dated September 22, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-404098), dated November 9, 2023)

[***] Certain information in this document has been excluded pursuant to Regulation S- K, Item 601(b)(10).

November 9, 2023 EX-10.2

Amendment No. 5 to Master Collaboration Agreement, by and between Century Therapeutics, Inc. and FUJIFILM Cellular Dynamics Inc., dated September 22, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-404098), dated November 9, 2023)

Execution Version AMENDMENT NO. 5 TO MASTER COLLABORATION AGREEMENT THIS AMENDMENT NO. 5 TO MASTER COLLABORATION AGREEMENT (this “Amendment No. 5”) is made as of September 22, 2023 (the “Amendment No. 5 Effective Date”) by and between CENTURY THERAPEUTICS, INC. (f/k/a Century Therapeutics, LLC) having a principal place of business at 3675 Market St., Philadelphia, PA 19104 USA (“Century”) and FUJI

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40498 Century Therapeutics, Inc.

November 9, 2023 EX-99.1

Century Therapeutics Reports Third Quarter 2023 Financial Results and Provides Business Updates - Brent Pfeiffenberger, Pharm.D., MBA, appointed Chief Executive Officer of Century Therapeutics - - Initial data from the ongoing Phase 1 ELiPSE-1 trial

Exhibit 99.1 Century Therapeutics Reports Third Quarter 2023 Financial Results and Provides Business Updates - Brent Pfeiffenberger, Pharm.D., MBA, appointed Chief Executive Officer of Century Therapeutics - - Initial data from the ongoing Phase 1 ELiPSE-1 trial evaluating CNTY-101 in relapsed or refractory CD19 positive B-cell lymphomas to be presented at the American Society of Hematology (ASH)

November 9, 2023 EX-10.3

Second Amendment to License Agreement (Differentiation), by and between Century Therapeutics, Inc. and FUJIFILM Cellular Dynamics Inc., dated September 22, 2023 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-404098), dated November 9, 2023)

Differentiation Execution Version Second Amendment to License Agreement This Second Amendment to License Agreement (the “Second Amendment”) is made and effective as of September 22, 2023 (the “Second Amendment Effective Date”) between Century Therapeutics, Inc.

October 3, 2023 EX-99.1

Corporate Overview Aug 2023

Exhibit 99.1 Corporate Overview Aug 2023 2 Forward - looking statements This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbour provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of historical facts or statements that relate to present facts or current con

October 3, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 Century Therapeutics, Inc.

August 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 Century Therapeutics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 Century Therapeutics, Inc.

August 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40498 Century Therapeutics, Inc.

August 9, 2023 EX-99.1

Century Therapeutics Reports Second Quarter 2023 Financial Results and Provides Business Updates – Company remains on track to report initial data from Schedule A of the ongoing Phase 1 ELiPSE-1 trial of CNTY-101 in relapsed/refractory CD19 positive

Exhibit 99.1 Century Therapeutics Reports Second Quarter 2023 Financial Results and Provides Business Updates – Company remains on track to report initial data from Schedule A of the ongoing Phase 1 ELiPSE-1 trial of CNTY-101 in relapsed/refractory CD19 positive B-cell lymphomas by year end – – Ended second quarter 2023 with cash, cash equivalents, and investments of $301.0 million; Cash runway ex

August 9, 2023 EX-99.2

2 Forward-looking statements This presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbour provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this docu

Exhibit 99.2 Corporate Overview Aug 2023 2 Forward-looking statements This presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbour provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of historical facts or statements that relate to present facts or current conditi

June 29, 2023 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 Century Therapeutics, Inc.

May 11, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 Century Therapeutics,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 Century Therapeutics, Inc.

May 11, 2023 EX-99.1

Century Therapeutics Reports First Quarter 2023 Financial Results and Provides Business Updates – Preclinical data supporting selection of CNTY-101 as lead product candidate presented at AACR Annual Meeting – – Company remains on track to report init

Exhibit 99.1 Century Therapeutics Reports First Quarter 2023 Financial Results and Provides Business Updates – Preclinical data supporting selection of CNTY-101 as lead product candidate presented at AACR Annual Meeting – – Company remains on track to report initial data from Schedule A of the ongoing Phase 1 ELiPSE-1 trial of CNTY-101 in relapsed/refractory CD19 positive B-cell lymphomas by year

May 11, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40498 Century Therapeutics, Inc.

May 11, 2023 EX-10.2

Separation Agreement and Release by and between the Company and Hyam Levitsky, M.D., dated January 23, 2023

Exhibit 10.2 SEPARATION AGREEMENT AND RELEASE THIS SEPARATION AGREEMENT AND RELEASE is made by and between HYAM LEVITSKY, M.D. (“Employee”) and CENTURY THERAPEUTICS, INC. (the “Company”) as of the last date signed below. RECITALS WHEREAS, Employee is presently employed by the Company as its President of Research and Development; WHEREAS, on May 26, 2021, Employee entered into an Employee Confident

May 11, 2023 EX-10.1

Executive Employment Agreement, by and between the Registrant and Hyam Levitsky, M.D., dated April 15, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-40498), dated May 11, 2023)

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”), dated April 15, 2023, is made and entered into by and between CENTURY THERAPEUTICS, INC., a Delaware corporation (the “Company”) and HYAM LEVITSKY (“Executive”), and will become effective as of April 12, 2023 (the “Effective Date”). Introduction WHEREAS, the Company desires to employ Executive on the

May 5, 2023 EX-10.1

Separation Agreement, between Century Therapeutics, Inc. and Osvaldo Flores, Ph.D. executed on May 5, 2023.

Exhibit 10.1 April 28, 2023 PERSONAL AND CONFIDENTIAL Osvaldo Flores, PhD Re:          Separation Agreement Dear Lalo: This letter serves as written notice pursuant to Section 8 of the Executive Employment Agreement between you and Century Therapeutics, Inc. (the “Company”) dated May 26, 2021 (the “Employment Agreement”), that your employment with the Company will end, effective April 12, 2023 (th

May 5, 2023 8-K/A

Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

May 5, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 Century Therapeutics, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 Century Therapeutics, Inc.

April 28, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 tm232137-1def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (a

April 28, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 x Filed by the Registrant ¨ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

April 28, 2023 ARS

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40498 Century Th

April 17, 2023 EX-10.1

Side Letter to Executive Employment Agreement, between Century Therapeutics, Inc. and Gregory Russotti, Ph.D. dated as of April 12, 2023.

Exhibit 10.1 SIDE LETTER TO EXECUTIVE EMPLOYMENT AGREEMENT This Side Letter to Executive Employment Agreement (this “Side Letter”) is entered into as of April 12, 2023, by and between CENTURY THERAPEUTICS, INC., a Delaware corporation (the “Company”) and Gregory Russotti (“Executive,” and together with the Company, the “Parties”). RECITALS WHEREAS, Executive and the Company entered into that certa

April 17, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2023 Century Therapeutics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2023 Century Therapeutics, Inc.

March 20, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2023 Century Therapeutics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2023 Century Therapeutics, Inc.

March 20, 2023 EX-99.1

Corporate Overview March 2023 2 Forward-looking statements This presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbour provisions of, The Private Securities Litigation Reform Act of 1995. All sta

Exhibit 99.1 Corporate Overview March 2023 2 Forward-looking statements This presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbour provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of historical facts or statements that relate to present facts or current condi

March 17, 2023 EX-FILING FEES

Calculation of Registration Fees

EX-FILING FEES 4 tm239615d1exfilingfees.htm EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) Century Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price per Unit(3) Maximum Aggregate Offering Price

March 17, 2023 S-8

As filed with the United States Securities and Exchange Commission on March 17, 2023

As filed with the United States Securities and Exchange Commission on March 17, 2023 Registration No.

March 16, 2023 EX-99.1

Century Therapeutics Reports Full Year 2022 Financial Results and Provides Business Updates - Phase 1 ELiPSE-1 trial of CNTY-101 in relapsed/refractory CD19 positive B-cell lymphomas underway - - Ended 2022 with cash, cash equivalents, and investment

Exhibit 99.1 Century Therapeutics Reports Full Year 2022 Financial Results and Provides Business Updates - Phase 1 ELiPSE-1 trial of CNTY-101 in relapsed/refractory CD19 positive B-cell lymphomas underway - - Ended 2022 with cash, cash equivalents, and investments of $367.4 million; Cash runway expected into 2026 – PHILADELPHIA, March 16, 2023 - Century Therapeutics, Inc. (NASDAQ: IPSC), an innova

March 16, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40

March 16, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 Century Therapeutics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 Century Therapeutics, Inc.

March 16, 2023 EX-3.2

Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K (File No. 001-40498) filed on March 16, 2023)

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF CENTURY THERAPEUTICS, INC. (the “Corporation”) ARTICLE I Stockholders Section 1.1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Corporation’s Board of Directors (the “B

March 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 Century Therapeutics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 Century Therapeutics, Inc.

February 9, 2023 SC 13G/A

IPSC / Century Therapeutics, Inc. / Versant Venture Capital VI, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d442829dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1) Century Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of

February 9, 2023 SC 13G/A

IPSC / Century Therapeutics, Inc. / FMR LLC Passive Investment

SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.2 CENTURY THERAPEUTICS INC COMMON STOCK Cusip #15673T100 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #15673T100 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 7,096,402 Item 6: 0 Item 7: 7,096,411 Item 8: 0 It

January 9, 2023 EX-99.2

- Employee headcount reduced by approximately 25 percent, extending cash runway into 2026 - - Phase 1 study of CNTY-101, Company's lead candidate targeting CD19, in relapsed/refractory B-cell lymphoma remains on track; No impact to partnered programs

EX-99.2 3 tm232470d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Century Therapeutics Announces Internal Portfolio Prioritization to Extend Cash Runway Into 2026 January 5, 2023 - Prioritization allows for acceleration of key programs including CNTY-107 in Nectin-4+ tumors, while de-prioritizing further investment in CNTY-103 for glioblastoma - - Employee headcount reduced by approximately 25 percent, ext

January 9, 2023 EX-99.1

2 Forward-looking statementsThis presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbour provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this docum

EX-99.1 2 tm232470d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Corporate OverviewJanuary 2023 2 Forward-looking statementsThis presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbour provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of historical facts or statements t

January 9, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2023 Century Therapeutics, Inc.

November 30, 2022 EX-99.1

Corporate OverviewNovember 2022 2 Forward-looking statementsThis presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbour provisions of, The Private Securities Litigation Reform Act of 1995. All st

Exhibit 99.1 Corporate OverviewNovember 2022 2 Forward-looking statementsThis presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbour provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of historical facts or statements that relate to present facts or current cond

November 30, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2022 Century Therapeutics, Inc.

November 10, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 Century Therapeutics, Inc.

November 10, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 Century Therapeutics, Inc.

November 10, 2022 EX-99.1

Century Therapeutics Reports Third Quarter 2022 Financial Results and Provides Business Updates - Phase 1 ELiPSE-1 trial of CNTY-101 in relapsed/refractory CD19 positive B-cell malignancies expected to begin imminently - - Ended third quarter 2022 wi

Exhibit 99.1 Century Therapeutics Reports Third Quarter 2022 Financial Results and Provides Business Updates - Phase 1 ELiPSE-1 trial of CNTY-101 in relapsed/refractory CD19 positive B-cell malignancies expected to begin imminently - - Ended third quarter 2022 with cash, cash equivalents, and investments of $395.3 million; Cash runway into 2025 ? - Company to host virtual Research and Development

November 10, 2022 EX-10.1

Amendment No. 4 to Master Collaboration Agreement, by and between Century Therapeutics, Inc. and FUJIFILM Cellular Dynamics, Inc., dated July 29, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-40498), dated November 10, 2022)

Execution Version Exhibit 10.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and the registrant customarily and actually treats it as private and confidential. AMENDMENT NO. 4 TO MASTER COLLABORATION AGREEMENT ? ? THIS AMENDMENT NO. 4 TO MASTER COLLABORATION AGREEMENT (this ?Amendment No. 4?) is m

November 10, 2022 EX-99.1

2 This presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbourprovisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements

Exhibit 99.1 R&D DayNovember 11, 2022 2 This presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbourprovisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of historical facts or statements that relate to present facts or current conditions, including but not limited

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended September 30, 2022 OR ? ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to Commission File Number: 001-40498 ? Century Therapeutics, Inc.

October 11, 2022 SC 13D/A

IPSC / Century Therapeutics, Inc. / Casdin Capital, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

October 3, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2022 Century Therapeutics, Inc.

September 8, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2022 Century Therapeutics, Inc.

September 8, 2022 EX-99.1

Corporate Overview September 2022

Exhibit 99.1 Corporate Overview September 2022 2 Forward - looking statements This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbour provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of historical facts or statements that relate to present facts or curre

August 25, 2022 EX-99.1

Century Therapeutics Receives Study May Proceed Notification from FDA for CNTY-101, the First Allogeneic Cell Therapy Product Candidate Engineered to Overcome Three Major Pathways of Host vs Graft Rejection - Investigational New Drug Application for

Exhibit 99.1 Century Therapeutics Receives Study May Proceed Notification from FDA for CNTY-101, the First Allogeneic Cell Therapy Product Candidate Engineered to Overcome Three Major Pathways of Host vs Graft Rejection - Investigational New Drug Application for CNTY-101, a CAR-iNK product candidate targeting CD19 for B-cell malignancies, cleared by FDA ? - First cell product candidate engineered

August 25, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2022 Century Therapeutics, Inc.

August 11, 2022 EX-10.1

Amendment No. 1 to Loan and Security Agreement, by and between Century Therapeutics, Inc. and Hercules Capital, Inc., dated May 13, 2022

Exhibit 10.1 ? FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT ? THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of May 13, 2022, is entered into by and among CENTURY THERAPEUTICS, INC., a Delaware corporation and successor to Century Therapeutics, LLC, and each of its Subsidiaries (hereinafter collectively referred to as ?Borrower?), the several banks and other fin

August 11, 2022 EX-99.1

Century Therapeutics Reports Second Quarter 2022 Financial Results and Provides Business Updates - Following the recent submission of the IND application for CNTY-101 and pending FDA clearance, the Phase 1 ELiPSE-1 trial in relapsed/refractory lympho

Exhibit 99.1 Century Therapeutics Reports Second Quarter 2022 Financial Results and Provides Business Updates - Following the recent submission of the IND application for CNTY-101 and pending FDA clearance, the Phase 1 ELiPSE-1 trial in relapsed/refractory lymphoma is on track to commence in the second half of 2022 - - Ended second quarter 2022 with cash, cash equivalents, and investments of $429.

August 11, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2022 Century Therapeutics, Inc.

August 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended June 30, 2022 OR ? ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to Commission File Number: 001-40498 ? Century Therapeutics, Inc.

July 11, 2022 CORRESP

Century Therapeutics, Inc. 3675 Market Street Philadelphia, PA 19104 July 11, 2022

Century Therapeutics, Inc. 3675 Market Street Philadelphia, PA 19104 July 11, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549 Attn: Michael Davis Re: Century Therapeutics, Inc. Registration Statement on Form S-3 Filed July 1, 2022 (File No. 333-265975) Ladies and Gentlemen: Pursuant to Rule 461 under the Securit

July 8, 2022 LETTER

LETTER

United States securities and exchange commission logo July 8, 2022 Osvaldo Flores President and Chief Executive Officer Century Therapeutics, Inc.

July 1, 2022 S-3

As filed with the Securities and Exchange Commission on July 1, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 1, 2022 Registration No.

July 1, 2022 EX-1.2

Sales Agreement, dated as of July 1, 2022, by and between Century Therapeutics, Inc. and Cowen and Company, LLC (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 (File No. 333-265975), dated July 13, 2022)

Exhibit 1.2 Execution Version Century therapeutics, inc. $150,000,000 COMMON STOCK SALES AGREEMENT July 1, 2022 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Century Therapeutics, Inc., a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with Cowen and Company, LLC (?Cowen?), as follows: 1. Issuance and Sale of Shares. The Compan

July 1, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2022 Century Therapeutics, Inc.

July 1, 2022 EX-FILING FEES

Filing Fee Table.

EX-FILING FEES 6 tm2219477d2ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Century Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price

July 1, 2022 EX-4.4

Form of Indenture (filed herewith).

Exhibit 4.4 CENTURY THERAPEUTICS, INC. INDENTURE Dated as of [ ? ], 20[ ? ] [ ? ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 3 Section 1.3. Incorporation by Reference of Trust Indenture Act 3 Section 1.4. Rules of Construction 4 ARTICLE II. THE SECURITIES 4 Section 2.1. Issuable in Series 4 Sectio

June 13, 2022 EX-99.1

Virtual R&D Day June 13, 2022 2 Forward-looking statements This presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbour provisions of, The Private Securities Litigation Reform Act of 1995. All sta

EX-99.1 2 tm2218143d2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Virtual R&D Day June 13, 2022 2 Forward-looking statements This presentation contains forward-looking statements within the meaning of, and made pursuant to the safe harbour provisions of, The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of historical facts or statements

June 13, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2022 Century Therapeutics, Inc.

June 10, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2022 Century Therapeutics, Inc.

May 16, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 Century Therapeutics, Inc.

May 16, 2022 EX-99.1

Century Therapeutics Reports First Quarter 2022 Financial Results and Provides Business Updates - Phase 1 ELiPSE-1 trial of CNTY-101 in relapsed/refractory lymphoma expected to commence in the second half of 2022 following IND submission in mid 2022-

Exhibit 99.1 Century Therapeutics Reports First Quarter 2022 Financial Results and Provides Business Updates - Phase 1 ELiPSE-1 trial of CNTY-101 in relapsed/refractory lymphoma expected to commence in the second half of 2022 following IND submission in mid 2022- - Ended first quarter 2022 with cash, cash equivalents, and investments of $466.4M; Cash runway into 2025 - PHILADELPHIA, May 16, 2022 (

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended March 31, 2022 OR ? ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to Commission File Number: 001-40498 ? Century Therapeutics, Inc.

May 10, 2022 EX-99.1

1 May 10, 2022 B of A SECURITIES 2022 HEALTHCARE CONFERENCE

Exhibit 99.1 1 May 10, 2022 B of A SECURITIES 2022 HEALTHCARE CONFERENCE 2 2 FORWARD - LOOKING STATEMENTS This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbour provisions of , The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of historical facts or statements that rel

May 10, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 Century Therapeutics, Inc.

April 21, 2022 DEF 14A

our Definitive Proxy Statement on Form DEF 14-A, filed on April 21, 2022;

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? Filed by the Registrant ? Filed by a Party other than the Registrant ? ? Check the appropriate box: ? ? ? ? ? ? ? Preliminary Proxy Statement ? ? ? ? ? ? ? Confidential, for Use of the Commission Only (as permitted

April 21, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 x Filed by the Registrant ? Filed by a Party other than the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

April 13, 2022 EX-99.1

1 April 13, 2022 21ST ANNUAL NEEDHAM VIRTUAL HEALTHCARE CONFERENCE

Exhibit 99.1 1 April 13, 2022 21ST ANNUAL NEEDHAM VIRTUAL HEALTHCARE CONFERENCE 2 2 FORWARD - LOOKING STATEMENTS This presentation contains forward - looking statements within the meaning of, and made pursuant to the safe harbour provisions of , The Private Securities Litigation Reform Act of 1995. All statements contained in this document, other than statements of historical facts or statements t

April 13, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2022 Century Therapeutics, Inc.

March 17, 2022 EX-4.2

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K (File No. 001-40498), dated March 17, 2022)

Exhibit 4.2 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Century Therapeutics, Inc. (the ?Company? or ?we?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): common stock, par value $0.0001 per share of the Company (the ?Common Stock?). Description of Common Stock Th

March 17, 2022 EX-10.25

Letter Agreement by and between Century Therapeutics, Inc. and FUJIFILM Cellular Dynamics, Inc., dated January 7, 2022 (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K (File No. 001-40498), dated March 17, 2022)

? Exhibit 10.25 ? [***] Certain information in this document has been excluded pursuant to Regulation S- K, Item 601(b)(10). Such excluded information is not material and the registrant customarily and actually treats as private and confidential. ? January 7, 2022 CONFIDENTIAL ? ? ? FUJIFILM Cellular Dynamics, Inc. 525 Science Drive Madison, WI 53711 Attention: President and Chief Executive Office

March 17, 2022 EX-99.1

Century Therapeutics Reports Fourth Quarter and Year-end 2021 Financial Results and Provides Business Updates IND submission for lead program CNTY-101 on track for mid 2022; Phase 1 ELiPSE-1 trial of CNTY-101 in relapsed/refractory lymphoma expected

Exhibit 99.1 Century Therapeutics Reports Fourth Quarter and Year-end 2021 Financial Results and Provides Business Updates IND submission for lead program CNTY-101 on track for mid 2022; Phase 1 ELiPSE-1 trial of CNTY-101 in relapsed/refractory lymphoma expected to commence after IND submission Entered into a strategic collaboration with Bristol Myers Squibb to develop iPSC-derived allogeneic cell

March 17, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 17, 2022 EX-10.31

Research Collaboration and License Agreement, by and between Century Therapeutics, Inc. and Bristol-Myers Squibb Company, dated January 7, 2022 (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K (File No. 001-40498), dated March 17, 2022)

Exhibit 10.31 ? EXECUTION VERSION ? [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and the registrant customarily and actually treats as private and confidential. RESEARCH COLLABORATION AND LICENSE AGREEMENT This Research Collaboration and License Agreement (this ?Agreement?), is made and entered i

March 17, 2022 S-8

As filed with the United States Securities and Exchange Commission on March 17, 2022

As filed with the United States Securities and Exchange Commission on March 17, 2022 Registration No.

March 17, 2022 EX-FILING FEES

Calculation of Registration Fees

EX-FILING FEES 4 tm229514d1ex-filingfees.htm EX-FILING FEES + Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) Century Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price per Unit(4) Maximum Aggregate Offering Price

March 17, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2022 Century Therapeutics, Inc.

March 17, 2022 EX-21.1

Subsidiaries of the Registrant (incorporated by reference to Exhibit 1.12 to the Company’s Annual Report on Form 10-K (File No. 001-40498), dated March 17, 2022)

Exhibit 21.1 SUBSIDIARIES OF CENTURY THERAPEUTICS, INC. Subsidiary Ownership percentage State or Country of Incorporation Century Therapeutics Canada ULC 100 % British Columbia, Canada ?

February 11, 2022 SC 13G

IPSC / Century Therapeutics, Inc. / Versant Venture Capital VI, L.P. - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. ) Century Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 15673T100 (CUSIP Num

February 11, 2022 EX-99.1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement.

February 11, 2022 SC 13G

IPSC / Century Therapeutics, Inc. / BAYER AKTIENGESELLSCHAFT - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Century Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 15673T100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

February 11, 2022 EX-99.1

EX-99.1

Exhibit 99.1 JOINT FILING AGREEMENT AND POWER OF ATTORNEY Each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by or of such party under Section 13 or Section 16 of the Securities Exchange Act of 1934 or any rule or regulation thereunder and any amendment, restatement, supplement, modification or exhibit of or to such filing (and the filing, furnis

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