IPSC / Century Therapeutics, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

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.

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.

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

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.

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

Filing Fee Table.

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

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.

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

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.

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.

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

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.

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

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.

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

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

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.

Calculation of Registration Fees

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

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

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.

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

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

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

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

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.

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

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

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.

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.

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.

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

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

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

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

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 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

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.

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

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.

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

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

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.

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

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.

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.

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

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.

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

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

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

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.

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

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

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.

Filing Fee Table.

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

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.

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

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.

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

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

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

Filing Fee Table.

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

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.

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.

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.

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

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

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

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.

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

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

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

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

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

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

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.

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

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

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.

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

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

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.

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

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

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.

Calculation of Registration Fees

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

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.

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

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

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

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 -

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

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

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

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.

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

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.

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

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

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.

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.

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.

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)

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

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

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.

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.

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).

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

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.

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.

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

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.

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

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.

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

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

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.

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

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.

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

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.

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.

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

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

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.

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

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

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.

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

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.

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

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

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

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.

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.

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

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.

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

- 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

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

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.

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

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

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.

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.

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

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.

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.

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.

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

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.

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.

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

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

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.

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.

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.

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

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.

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

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.

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

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

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.

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

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.

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 (

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.

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.

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

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.

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

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

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.

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

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 ?

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

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

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

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

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

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.

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.

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

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

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.

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

IPSC / Century Therapeutics, Inc. / FUJIFILM Cellular Dynamics, Inc. 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, 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

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

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

Entry into 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): January 7, 2022 Century Therapeutics, Inc.

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): January 11, 2022 Century Therapeutics, Inc.

1 J.P. MORGAN ANNUAL HEALTHCARE CONFERENCE January 2022 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

Exhibit 99.1 1 J.P. MORGAN ANNUAL HEALTHCARE CONFERENCE January 2022 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 relate to pr

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, 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): January 7, 2022 Century Therapeutics, Inc.

Securities Purchase Agreement, by and between Century Therapeutics, Inc. and Bristol-Myers Squibb Company, dated January 7, 2022.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is made as of January 7, 2022 (the ?Effective Date?), by and between Bristol-Myers Squibb Company, a Delaware corporation (the ?Investor?), and Century Therapeutics, Inc., a Delaware corporation (the ?Company?). RECITALS WHEREAS, on the Effective Date, the Company and the Investor entered into a Resear

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 16, 2021 Century Therapeutics, Inc.

VIRTUAL R&D UPDATE December 16, 2021 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

Exhibit 99.1 VIRTUAL R&D UPDATE December 16, 2021 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 relate to present facts or curr

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): November 18, 2021 Century Therapeutics, Inc.

CORPORATE OVERVIEW November 2021

Exhibit 99.1 CORPORATE OVERVIEW November 2021 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 relate to present facts or cur

Century Therapeutics Reports Third Quarter 2021 Financial Results and Provides Business Updates Lead program, CNTY-101 in relapsed/refractory non-Hodgkin’s lymphoma, remains on track for IND filing in mid-2022 Pre-clinical data from CNTY-101 program

Exhibit 99.1 Century Therapeutics Reports Third Quarter 2021 Financial Results and Provides Business Updates Lead program, CNTY-101 in relapsed/refractory non-Hodgkin?s lymphoma, remains on track for IND filing in mid-2022 Pre-clinical data from CNTY-101 program and CAR-iT platform to be presented at the ASH Annual Meeting Research and development update to be held on Thursday, December 16, 8:00-9

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, 2021 Century Therapeutics, Inc.

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, 2021 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.

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 13, 2021 Century Therapeutics, Inc.

CORPORATE OVERVIEW October 2021 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

Exhibit 99.1 CORPORATE OVERVIEW October 2021 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 relate to present facts or current c

CORPORATE OVERVIEW August 2021

EX-99.2 3 tm2124698d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 CORPORATE OVERVIEW August 2021 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 sta

Century Therapeutics Reports Second Quarter 2021 Financial Results and Business Updates Continued Company investment across our iPSC platforms, programs and manufacturing Lead program, CNTY-101, remains on track for IND filing in mid-2022 Recent IPO

Exhibit 99.1 Century Therapeutics Reports Second Quarter 2021 Financial Results and Business Updates Continued Company investment across our iPSC platforms, programs and manufacturing Lead program, CNTY-101, remains on track for IND filing in mid-2022 Recent IPO with net proceeds of approximately $221M June 30, 2021 cash, cash equivalents, and marketable securities of $440M PHILADELPHIA, August 12

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, 2021 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.

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 12, 2021 Century Therapeutics, Inc.

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.

File Nos. 333-257644

As filed with the United States Securities and Exchange Commission on July 2, 2021 Registration No.

Amended and Restated Bylaws of Century Therapeutics, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-40498) filed on June 25, 2021)

Exhibit 3.2 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 ?Board of

Second Amended and Restated Certificate of Incorporation of Century Therapeutics, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40498) filed on June 25, 2021)

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CENTURY THERAPEUTICS, INC. Century Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is Century Therapeutics, Inc. The date of the filing of its original Certificate of Incorporation with the Secretar

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, 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 22, 2021 Century Therapeutics, Inc.

BofA Securities

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4)? ?Registration No. 333-256648? Prospectus 10,550,000 shares Common stock This is the initial public offering of shares of common stock of Century Therapeutics, Inc. We are offering 10,550,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price is $20.00 per sh

As filed with the Securities and Exchange Commission on June 15, 2021.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 15, 2021.

License Agreement (Reprogramming), by and between Century Therapeutics, Inc. and FUJIFILM Cellular Dynamics, Inc., dated September 18, 2018

Exhibit 10.23 [***] 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 on the Effective Date between Cen

License Agreement (Differentiation), by and between Century Therapeutics, Inc. and FUJIFILM Cellular Dynamics, Inc., dated September 18, 2018

Exhibit 10.21 [***] 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 18th day of September, 2018

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J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179 BofA Securities, Inc. One Bryant Park New York, NY 10036 SVB Leerink LLC 1301 Avenue of the Americas, 12th Floor New York, NY 10019 Piper Sandler & Co. 800 Nicollet Mall, Suite 900 Minneapolis, MN 55402 June 15, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington

Century Therapeutics, Inc. 3675 Market Street Philadelphia, Pennsylvania 19104 June 15, 2021

Century Therapeutics, Inc. 3675 Market Street Philadelphia, Pennsylvania 19104 June 15, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attn: Christie Torney, Jeanne Baker, Jane Park and Laura Crotty Re: Century Therapeutics, Inc. Registration Statement on Form S-1 SEC File No. 333-256648 Filed M

Form of Second Amended and Restated Certificate of Incorporation, which will become effective immediately prior to the closing of this offering

Exhibit 3.3 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CENTURY THERAPEUTICS, INC. Century Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is Century Therapeutics, Inc. The date of the filing of its original Certificate of Incorporation with the Secretar

Specimen Common Stock Certificate of Registrant (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A (File No. 333-256648), dated June 14, 2021)

Exhibit 4.1 This certifies that is the stockholder of fully paid and non-assessable shares of Common Stock, par value $ 0.0001, of Century Therapeutics, Inc., hereinafter designated the "Corporation", transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of the certificate properly endorsed. This Certificate and the shares represented hereby, are issu

Form of Underwriting Agreement

Exhibit 1.1 Century Therapeutics, Inc. [?] Shares of Common Stock Underwriting Agreement Underwriting Agreement [?], 2021 J.P. Morgan Securities LLC BofA Securities, Inc. SVB Leerink LLC Piper Sandler & Co. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179 c/o BofA Securities, Inc. One Bryant Park New Yor

Executive Employment Agreement, by and between the Registrant and Luis Borges, Ph.D., dated May 26, 2021

Exhibit 10.33 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?), dated May 26, 2021, is made and entered into by and between CENTURY THERAPEUTICS, INC., a Delaware corporation (the ?Company?) and LUIS BORGES (?Executive?), and will become effective on the first date that the Company?s common stock is traded on a national stock exchange or national market system (

As filed with the Securities and Exchange Commission on June 14, 2021.

S-1/A 1 tm218551-9s1a.htm S-1/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 14, 2021. Registration No. 333-256648 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Century Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware (Sta

Century Therapeutics, Inc. 2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1/A (File No. 333-256648) filed on June 14, 2021)

Exhibit 10.8 CENTURY THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN Section 1. Purpose; Definitions. The purposes of the Century Therapeutics, Inc. 2021 Equity Incentive Plan (as amended from time to time, the ?Plan?) are to: (a) enable Century Therapeutics, Inc. (the ?Company?) and its affiliated companies to recruit and retain highly qualified employees, directors and consultants; (b) provide tho

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CENTURY THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 84-2040295 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificatio

Executive Employment Agreement, by and between the Registrant and Adrienne Farid, Ph.D., dated May 26, 2021 (incorporated by reference to Exhibit 10.34 to the Company’s Registration Statement on Form S-1/A (File No. 333-256648), dated June 14, 2021)

Exhibit 10.34 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?), dated May 26, 2021, is made and entered into by and between CENTURY THERAPEUTICS, INC., a Delaware corporation (the ?Company?) and ADRIENNE FARID (?Executive?), and will become effective on the first date that the Company?s common stock is traded on a national stock exchange or national market syste

Form of Amended and Restated Bylaws, which will become effective immediately prior to the closing

Exhibit 3.5 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 (t

Certificate of Amendment to Amended and Restated Certificate of Incorporation

Exhibit 3.2 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CENTURY THERAPEUTICS, INC. Century Therapeutics, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the ?Corporation?), does hereby certify that: 1. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by inserti

2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1/A (File No. 333-256648), dated June 14, 2021)

Exhibit 10.9 CENTURY THERAPEUTICS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Century Therapeutics, Inc. 2021 Employee Stock Purchase Plan is to provide employees of the Company and its Participating Subsidiaries with an opportunity to acquire a proprietary interest in the Company through the purchase of shares of Common Stock. The Company intends that the Plan qualify a

Executive Employment Agreement, by and between the Registrant and Gregory Russotti, Ph.D., dated May 26, 2021 (incorporated by reference to Exhibit 10.35 to the Company’s Registration Statement on Form S-1/A (File No. 333-256648), dated June 14, 2021)

Exhibit 10.35 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?), dated May 26, 2021, is made and entered into by and between CENTURY THERAPEUTICS, INC., a Delaware corporation (the ?Company?) and GREGORY RUSSOTTI (?Executive?), and will become effective on the first date that the Company?s common stock is traded on a national stock exchange or national market sys

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA

Troutman Pepper Hamilton Sanders LLP 3000 Two Logan Square, Eighteenth and Arch Streets Philadelphia, PA 19103-2799 Troutman.

Amendment No. 1 to Master Collaboration Agreement, by and between Century Therapeutics, Inc. and FUJIFILM Cellular Dynamics, Inc., dated July 17, 2020 (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1 (File No. 333-256648), dated May 28, 2021)

Exhibit 10.17 AMENDMENT NO. 1 TO MASTER COLLABORATION AGREEMENT THIS AMENDMENT NO. 1 TO MASTER COLLABORATION AGREEMENT (this ?Amendment No. 1?) is made as of July 17, 2020 (?Amendment No. 1 Signing Date?) by and between CENTURY THERAPEUTICS, LLC, having a principal place of business at 3675 Market St., Philadelphia, PA 19104 USA (?Century?) and FUJIFILM Cellular Dynamics, Inc., having a principal

Amendment No. 2 to 2018 Stock Option and Grant Plan (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-256648), dated May 28, 2021)

Exhibit 10.4 AMENDMENT NO. 2 TO 2018 STOCK OPTION AND GRANT PLAN OF CENTURY THERAPEUTICS, INC. WHEREAS, up to 8,500,000 shares of Common Stock, par value $0.0001 per share, of Century Therapeutics, Inc., a Delaware corporation (the ?Company?), are currently reserved under the Company?s 2018 Stock Option and Grant Plan (the ?Plan?); and WHEREAS, the Board of Directors of the Company (the ?Board?),

Form of Restricted Stock Award Agreement, under the 2018 Stock Option and Grant Plan (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-256648), dated May 28, 2021)

Exhibit 10.10 ? RESTRICTED STOCK AWARD NOTICE UNDER THE CENTURY THERAPEUTICS, INC. 2018 STOCK OPTION AND GRANT PLAN Pursuant to the Century Therapeutics, Inc. 2018 Stock Option and Grant Plan (the ?Plan?), Century Therapeutics, Inc., a Delaware corporation (together with any successor, the ?Company?), hereby grants, sells and issues to the individual named below, the Shares at the Per Share Purcha

Offer Letter, by and between the Registrant and Cynthia Butitta, dated February 25, 2021

Exhibit 10.37 CENTURY THERAPEUTICS, INC. February 25, 2021 Via e-mail Cynthia Butitta 21 Montage Way Laguna Beach, CA 92651 E-mail:[email protected] Dear Cynthia: Following our recent discussions, I am very pleased to invite you to serve as member of the Board of Directors (the ?Board?) of Century Therapeutics, Inc. (f/k/a Century Therapeutics, LLC, the ?Company?), on the terms and subject

License Agreement, by and between Inscripta, Inc. and Century Therapeutics, Inc., dated January 1, 2019 (incorporated by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-1 (File No. 333-256648), dated May 28, 2021)

Exhibit 10.29 MAD7 Research and Development License Effective January 1, 2019 TERMS License Type Non-exclusive, non-transferable license in the Licensed Fields of Use from Inscripta, Inc. for research and development using 1) the MAD7 nuclease (as defined by SEQ ID NO:7 in U.S. Pat. No. 9,982,279); or 2) native and codon optimized nucleic acids encoding a MAD7 nuclease. 1) and 2) collectively are

Executive Employment Agreement, by and between the Registrant and Osvaldo Flores, Ph.D., dated May 26, 2021

Exhibit 10.30 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?), dated May 26, 2021, is made and entered into by and between CENTURY THERAPEUTICS, INC., a Delaware corporation (the ?Company?) and OSVALDO FLORES (?Executive?), and will become effective on the first date that the Company?s common stock is traded on a national stock exchange or national market syste

Investors’ Rights Agreement, by and among the Registrant and each of the investors listed on Schedule A thereto, dated February 25, 2021

Exhibit 4.2 Execution Version CENTURY THERAPEUTICS, INC. INVESTORS? RIGHTS AGREEMENT ? ? ? February 25, 2021 Table of Contents Page 1.? Definitions 1 2.?? Registration Rights 4 2.1?? Demand Registration 4 2.2?? Company Registration 6 2.3? Underwriting Requirements 6 2.4?? Obligations of the Company 8 2.5?? Furnish Information 9 2.6??? Expenses of Registration 9 2.7? Delay of Registration 10 2.8??

Warrant to Purchase Units of Century Therapeutics, LLC, in favor of Hercules Technology Management Co II, Inc., dated September 14, 2020 (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-256648), dated May 28, 2021)

Exhibit 4.3 THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNS

Bylaws, as currently in effect

Exhibit 3.3 ? BYLAWS OF CENTURYTX, INC. (the ?Corporation?) 1.????????????????? Stockholders (a)??????????????? Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no date for the annual meeting is

Form of Non-Qualified Stock Option Agreement, under the 2018 Stock Option and Grant Plan (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-256648), dated May 28, 2021)

Exhibit 10.11 NON-QUALIFIED STOCK OPTION GRANT NOTICE UNDER THE CENTURY THERAPEUTICS, INC. 2018 STOCK OPTION AND GRANT PLAN ? Pursuant to the Century Therapeutics, Inc. 2018 Stock Option and Grant Plan (the ?Plan?), Century Therapeutics, Inc., a Delaware corporation (together with any successor, the ?Company?), has granted to the individual named below, an option (the ?Stock Option?) to purchase o

Amendment No. 2 to Master Collaboration Agreement by and between Century Therapeutics, Inc. and FUJIFILM Cellular Dynamics, Inc., dated March 23, 2021 (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1 (File No. 333-256648), dated May 28, 2021)

Exhibit 10.18 [***] 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. Confidential Execution Version AMENDMENT NO. 2 to MASTER COLLABORATION AGREEMENT This Amendment No. 2 to Master Collaboration Agreement (the ?Amendment No. 2?

License Agreement (Differentiation), by and between Century Therapeutics, Inc. and FUJIFILM Cellular Dynamics, Inc., dated September 18, 2018 (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No. 333-256648), dated May 28, 2021)

Exhibit 10.21 [***] 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 18th day of September, 2018

Loan and Security Agreement, by and between Century Therapeutics, Inc. and Hercules Capital, Inc.,

Exhibit 10.26 [***] 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. LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made and dated as of September 14, 2020 and is entered into by and among CENTURY THERAPEUTICS,

May 28, 2021

Troutman Pepper Hamilton Sanders LLP 3000 Two Logan Square, Eighteenth and Arch Streets Philadelphia, PA 19103-2799 troutman.

Amended and Restated Option Agreement, by and between Century Therapeutics, Inc. and Bayer HealthCare LLC, dated February 25, 2021 (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1 (File No. 333-256648), dated May 28, 2021)

Exhibit 10.15 [***] 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. CONFIDENTIAL DOCUMENT Execution Version AMENDED AND RESTATED OPTION AGREEMENT This Amended and Restated Option Agreement (this ?Agreement?) is made and entere

Offer Letter, by and between the Registrant and Kimberly Blackwell, M.D., dated May 19, 2021

Exhibit 10.38 Kimberly L. Blackwell MD [***] Via email ? [***] RE: Director Engagement Offer Letter Dear Kimberly: Following our recent discussions, I am very pleased to invite you to serve as member of the Board of Directors (the ?Board?) of Century Therapeutics, Inc. (the ?Company?), on the terms and subject to the conditions set forth below. 1.???????????????? Appointment. Upon your acceptance

Amendment No. 4 to 2018 Stock Option and Grant Plan (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-256648), dated May 28, 2021)

Exhibit 10.6 AMENDMENT NO. 4 TO 2018 STOCK OPTION AND GRANT PLAN OF CENTURY THERAPEUTICS, INC. WHEREAS, up to 16,476,891 shares of Common Stock, par value $0.0001 per share, of Century Therapeutics, Inc., a Delaware corporation (the ?Company?), are currently reserved under the Company?s 2018 Stock Option and Grant Plan (the ?Plan?); and WHEREAS, the Board of Directors of the Company (the ?Board?),

Subsidiaries of the Registrant

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