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    Century Therapeutics Inc. filed SEC Form 8-K: Costs Associated with Exit or Disposal Activities, Leadership Update

    7/7/25 4:12:47 PM ET
    $IPSC
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $IPSC alert in real time by email
    false 0001850119 0001850119 2025-07-01 2025-07-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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 2.05Costs 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 5.02Departure 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

     

     

     

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