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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.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-40498 |
|
84-2040295 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
25
North 38th Street, 11th Floor
Philadelphia, Pennsylvania |
|
19104 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (267) 817-5790
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
|
Trading Symbol |
|
Name
of Exchange on Which Registered |
| Common Stock, par value $0.0001 per share |
|
IPSC |
|
Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
| Item 2.05 | Costs Associated with Exit or Disposal Activities |
On July 1, 2025, the Board of Directors (the “Board”)
of Century Therapeutics, Inc. (the “Company”) approved a reduction in force as part of a broader effort to right size
the organization to focus on programs with the highest potential for transformational value. The Company expects to implement a net reduction
of its employee headcount by approximately 51% (the “RIF”). As part of the RIF, the Company estimates that it will
incur charges of approximately $3.7 million for severance and other employee termination-related costs. These costs consist primarily
of cash expenditures related to severance payments. The Company estimates that the workforce reduction will be substantially completed
by the end of the third quarter of 2025.
The estimate of costs that the Company expects to incur, and the timing
thereof are subject to a number of assumptions and actual results may differ. The Company may also incur additional costs not currently
contemplated due to events that may occur as a result of, or that are associated with, the actions described above.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements |
Departure of Chief Financial Officer and Chief Development Officer
In connection with the RIF, on July 1, 2025, the Board approved the
departure of Morgan Conn, Ph.D. from his position as the Company’s Chief Financial Officer, effective July 11,
2025 and Adrienne Farid, Ph.D. from her position as the Company’s Chief Development Officer, effective July 31, 2025. Each such departure will be a termination without Cause as defined in the executive Employment Agreement between the Company and each
executive, dated September 20, 2024 and May 26, 2021, respectively.
Appointment of Interim Principal Financial Officer
Following the effectiveness of Dr. Conn’s departure from the
Company, Douglas Carr, the Company’s Senior Vice President, Finance, will serve as interim Principal Financial Officer.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
CENTURY THERAPEUTICS, INC. |
| |
|
|
| |
By: |
/s/ Brent Pfeiffenberger,
Pharm.D. |
| |
Name: |
Brent Pfeiffenberger, Pharm.D. |
| |
Title: |
President and Chief Executive Officer |
Date: July 7, 2025
