Century Therapeutics Inc

DEF 14A 1 tm242867-3_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant

(Name of Registrant as Specified In Its Charter)

25 North 38th Street, 11th Floor

Philadelphia, Pennsylvania 19104

2024 ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 20, 2024

Dear Stockholder:

We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders of Century Therapeutics, Inc., or the Annual Meeting, which will be held at 9:00 a.m., Eastern Time, on Thursday, June 20, 2024. The Annual Meeting will be held in virtual meeting format only. You will not be able to attend the Annual Meeting physically. We believe that the virtual meeting format enables stockholders to attend and participate from any location around the world at no cost, provides for cost savings to Century Therapeutics, Inc. and reduces the environmental impact of our Annual Meeting. The Annual Meeting can be accessed via the Internet at https://web.lumiconnect.com/265375813, using the password century2024.

Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2024 Annual Meeting of Stockholders, or the Notice, and 2024 Annual Meeting Proxy Statement, or the Proxy Statement. Other than the proposals described in the Proxy Statement, our Board of Directors is not aware of any other matters to be presented for a vote at the Annual Meeting. We are pleased to take advantage of the Securities and Exchange Commission, or SEC, rules that allow companies to furnish their proxy materials over the Internet.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to vote as soon as possible to ensure that your shares are represented. Information about voting methods is set forth in the accompanying Notice and Proxy Statement.

If you have any questions with respect to voting, please call our Senior Vice President, Finance and Operations, Douglas Carr, at (267) 817-5790.

Sincerely,

THIS PROXY STATEMENT AND ENCLOSED PROXY CARD ARE

FIRST BEING MADE AVAILABLE ON OR ABOUT APRIL 26, 2024.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 20, 2024

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of Century Therapeutics, Inc., or the Annual Meeting, will be held on Thursday, June 20, 2024, at 9:00 a.m. Eastern Time. The Annual Meeting will be held in a virtual meeting format only. We are holding the meeting for the purpose of considering and acting upon:

The election of the three director nominees that are set forth in the attached 2024 Annual Meeting Proxy Statement, or the Proxy Statement, to serve as Class III directors, whose term will expire in 2027;

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The ratification of the appointment of Ernst & Young LLP, or EY, as our independent registered public accounting firm for the 2024 fiscal year;

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The approval of an amendment to our Second Amended and Restated Certificate of Incorporation to limit the liability of certain of our officers of the Company as permitted by recent amendments to Delaware law;

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To approve adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve the immediately preceding proposal; and

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Any other matters that may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

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The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of 2024 Annual Meeting of Stockholders, or the Notice.

MEETING INFORMATION

Your vote matters. Whether or not you plan to virtually attend the Annual Meeting, please ensure that your shares are represented by voting, signing, dating and returning your proxy in the enclosed envelope, which requires no postage if mailed in the United States.

By Order of the Board of Directors,

/s/ Douglas Carr

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Douglas Carr

Senior Vice President, Finance and Operations, and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 20, 2024. This Proxy Statement and the proxy card are being furnished to our stockholders on or about April 26, 2024. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available to holders of our common stock at www.astproxyportal.com/ast/24419. If you would like to receive, without charge, a paper copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including the financial statements, please send your request to Corporate Secretary, Century Therapeutics, Inc., 25 North 38th Street, 11th Floor, Philadelphia, PA 19104.

This summary highlights information contained elsewhere in this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, or the 2023 Annual Report. This summary does not contain all of the information you should consider and we encourage you to read this Proxy Statement and the 2023 Annual Report carefully before voting.

2024 Annual Meeting of Stockholders

Summary of Stockholder Voting Matters

Our Director Nominees

You are being asked to vote on the election of Kimberly Blackwell, M.D., Joseph Jimenez and Brent Pfeiffenberger, Pharm.D. as Class III directors, each to serve for a three-year term expiring at our 2027 Annual Meeting of Stockholders. The number of members of our Board of Directors, or the Board, is currently set at eight members and is divided into three classes, each of which has a three-year term. Class I consists of two directors, Class II consists of three directors and Class III consists of three directors.

The term of office of our Class III directors expires at the Annual Meeting. We are nominating Kimberly Blackwell, M.D., Joseph Jimenez and Brent Pfeiffenberger, Pharm.D. for election at our Annual Meeting to serve until the 2027 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Directors are elected by a plurality of the votes properly cast by our stockholders at the Annual Meeting. The three nominees receiving the most FOR votes (among votes properly cast online at the meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted FOR the election of Kimberly Blackwell, M.D., Joseph Jimenez and Brent Pfeiffenberger, Pharm.D. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.

Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |i

TABLE OF CONTENTS​​

CORPORATE GOVERNANCE HIGHLIGHTS

The following table summarizes our current Board structure and key elements of our corporate governance framework:

RECENT CORPORATE HIGHLIGHTS

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In November 2023, we announced a new worldwide license agreement and expansion of existing licenses with FUJIFILM Cellular Dynamics Inc., or FCDI, for the development and commercialization of cell therapies derived from iPSCs for the treatment of autoimmune and inflammatory diseases, including type 1 diabetes, multiple sclerosis, lupus, or SLE, and rheumatoid arthritis.

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In December 2023, we appointed Brent Pfeiffenberger, Pharm.D. to serve as our President and Chief Executive Officer.

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In December 2023, we received FDA clearance for the Investigational New Drug, or IND, application of CNTY-101 in patients with moderate to severe SLE who have failed at least two standard immunosuppressive therapies. This represents the second IND clearance for CNTY-101 and the first in an autoimmune and inflammatory disease indication.

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In April 2024, we presented preclinical data from our iPSC-derived cell therapy platform in six posters at the 2024 American Association for Cancer Research Annual Meeting in San Diego, California.

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Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |ii

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In April 2024, we acquired Clade Therapeutics to further strengthen our pipeline with additional programs and platform technology that incorporate complementary, novel and differentiated advances in iPSC engineering. The aggregate purchase price of the acquisition was approximately $35 million upfront, comprised of $15 million in cash and approximately 4,535,333 shares of common stock.

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In April 2024, we completed a $60 million private placement where we issued 15,873,011 shares of common stock to certain institutional investors at a price per share of $3.78.

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Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |iii