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

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

CENTURY THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)

25 North 38th Street, 11th Floor

Philadelphia, Pennsylvania 19104

2025 ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 12, 2025

Dear Stockholder:

We are pleased to invite you to attend the 2025 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 12, 2025. 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 century2025.

Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2025 Annual Meeting of Stockholders, or the Notice, and 2025 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 22, 2025.

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 12, 2025

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders of Century Therapeutics, Inc., or the Annual Meeting, will be held on Thursday, June 12, 2025, 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 two director nominees that are set forth in the attached 2025 Annual Meeting Proxy Statement, or the Proxy Statement, to serve as Class I directors, whose term will expire in 2028;

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The ratification of the appointment of Ernst & Young LLP, or EY, as our independent registered public accounting firm for the 2025 fiscal year; 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.

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 12, 2025. This Proxy Statement and the proxy card are being furnished to our stockholders on or about April 22, 2025. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 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, 2024, 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, 2024, or the 2024 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 2024 Annual Report carefully before voting.

2025 Annual Meeting of Stockholders

Summary of Stockholder Voting Matters

Our Director Nominees

You are being asked to vote on the election of Daphne Quimi and Carlo Rizzuto, Ph.D. as Class I directors, each to serve for a three-year term expiring at our 2028 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 I directors expires at the Annual Meeting. We are nominating Daphne Quimi and Carlo Rizzuto, Ph.D. for election at our Annual Meeting to serve until the 2028 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 two 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 Daphne Quimi and Carlo Rizzuto, Ph.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 2025 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 March 2025, we announced that (i) the first patient in our CALiPSO-1 Phase 1 clinical trial in autoimmune diseases is enrolled and was dosed in March 2025; (ii) five sites in the U.S. are actively screening patients and (iii) we are expanding the CALiPSO-1 clinical trial to include additional sites in select European countries and expect enrollment at those sites will initiate in the second half of 2025.

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In March 2025, we announced our 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.

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In March 2025, we announced early discontinuation of ELiPSE-1 program in late-stage relapsed-refractory non-Hodgkin’s lymphoma, or R/R NHL. While we remain encouraged by the clinical activity and tolerability profile of CNTY-101 in late-stage R/R NHL, the emerging clinical data do not meet our threshold to be considered transformational in this patient population and the program is being discontinued.

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In March 2025, we announced that we estimate our cash, cash equivalents, and investments will support our operations into the fourth quarter of 2026.

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In January 2025, we announced that we had entered into an agreement for an investigator-initiated Phase 1/2 CARAMEL clinical trial by Professors Georg Schett and Andreas Mackensen for CNTY-101 in patients with B-cell mediated autoimmune diseases, which we expect to commence in mid-2025.

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Notice of Annual Meeting of Stockholders and 2025 Proxy Statement |ii