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Century Therapeutics, Inc.

For the period ended Jun 12, 2025. Filed Apr 22, 2025.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 12, 2025 · Filed Apr 22, 2025

Use the contents to explore the available documents and sections.

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See the whole filing, with its images and exhibits

PROXY STATEMENT iv

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​TABLE OF CONTENTS​
​EXECUTIVE COMPENSATION​​​​22​​
​SUMMARY COMPENSATION TABLE​​​​22​​
​PLEDGING AND HEDGING POLICIES​​​​24​​
​COMPENSATION RECOVERY POLICY​​​​24​​
​OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END​​​​24​​
​EMPLOYMENT AGREEMENTS​​​​26​​
​CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS​​​​28​​
​EQUITY COMPENSATION PLAN INFORMATION​​​​31​​
​SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT​​​​32​​
​ITEMS TO BE VOTED ON​​​​35​​
​PROPOSAL 1: ELECTION OF CLASS I DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2028​​​​35​​
​PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025​​​​36​​
​OTHER INFORMATION​​​​37​​
​OTHER MATTERS​​​​37​​
​REQUIREMENTS FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR NEXT YEAR’S ANNUAL MEETING​​​​37​​
​STOCKHOLDER COMMUNICATIONS TO THE BOARD​​​​37​​
​AVAILABILITY OF MATERIALS​​​​38​​

PROXY STATEMENT

This Proxy Statement, with the enclosed proxy card, is being furnished to stockholders of Century Therapeutics, Inc. in connection with the solicitation by our Board of proxies to be voted at our Annual Meeting and at any postponements or adjournments thereof. The Annual Meeting will be held on Thursday, June 12, 2025, at 9:00 a.m., Eastern Time, via the Internet at https://web.lumiconnect.com/265375813, using the password century2025.

This Proxy Statement and the enclosed proxy card are first being furnished to our stockholders on or about April 22, 2025. The Notice of Internet Availability of Proxy Materials being mailed to the stockholders is not part of the Proxy Statement.

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

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.