Century Therapeutics, Inc.

Previous wording

We are a clinical-stage biotechnology company harnessing the power of allogeneic pluripotent stem cell therapies to develop potentially curative cell therapy products for autoimmune diseases and cancer. Our natural killer, or NK, and T cell programs are allogeneic, meaning they are derived from healthy donors for use in any patient, rather than being sourced from an individual for their own specific use, as is the case with autologous T cells. As a result, we believe such “off-the-shelf" therapies have the potential to overcome the limitations of first-generation cell therapies by providing readily available treatments more quickly, reliably, at greater scale, and to a broader patient population. What we believe further sets us apart from other allogeneic approaches is our focus on induced pluripotent stem cells, or iPSCs, which possess the unique ability to self-renew indefinitely and differentiate into any cell type, enabling virtually unlimited genetic editing, consistent reproducibility, and scalable manufacturing. We have created a comprehensive, genetically engineered allogeneic cell therapy platform that includes:

Current wording

We are a biotechnology company harnessing the power of allogeneic pluripotent stem cell therapies to develop potentially curative cell therapy products for autoimmune diseases and cancer. Our natural killer, or NK, T cell, and beta islet programs are allogeneic, meaning they are derived from healthy donors for use in any patient, rather than being sourced from an individual for their own specific use, as is the case with autologous T cells. As a result, we believe such “off-the-shelf" therapies have the potential to overcome the limitations of first-generation cell therapies by providing readily available treatments more quickly, reliably, at greater scale, and to a broader patient population. What we believe further sets us apart from other allogeneic approaches is our focus on induced pluripotent stem cells, or iPSCs, which possess the unique ability to self-renew indefinitely and differentiate into any cell type, enabling virtually unlimited genetic editing, consistent reproducibility, and scalable manufacturing. We have created a comprehensive, genetically engineered allogeneic cell therapy platform that includes:

Previous wording

We are leveraging our expertise in cellular reprogramming, differentiation, genetic engineering, and manufacturing to develop therapies with the potential to provide enhanced clinical outcomes compared to existing cell therapy technologies and available therapeutic options. We are unique in the breadth of immune effector cell types we can generate from iPSCs, including iPSC-derived natural killer cells, or iNK cells, iPSC-derivedgd T cells, orgd IT cells and iPSC-derived CD4+ and CD8+ab T cells, orabiT cells, and iPSC-derived non-immune cells. We believe this capability enables optimal matching of cell characteristics to indication, ensuring we target the right cell for the right indication. Further, we have developed a feeder-free, scalable process that recapitulates normal T cell development in a dish, allowing for what we believe to be the

Current wording

We are leveraging our expertise in cellular reprogramming, differentiation, genetic engineering, and manufacturing to develop therapies with the potential to provide enhanced clinical outcomes compared to existing cell therapy technologies and available therapeutic options. We are unique in the breadth of cell types we can generate from iPSCs, including iPSC-derived natural killer cells, or iNK cells, iPSC-derivedgd T cells, orgd IT cells and iPSC-derived CD4+ and CD8+ab T cells, orabiT cells, and iPSC-derived beta islet cells. We believe this capability enables optimal matching of cell characteristics to disease indication, ensuring we target the right cell for the right indication.

Previous wording

In July 2025, we completed a reduction in force by approximately 51% of our workforce as part of a broader effort to right size the organization to focus on clinical execution of CNTY-101 in autoimmune diseases and the acceleration of our leading pre-clinical programs with CNTY-308 and our non-immune cell programs.

Current wording

In July 2025, we completed a reduction in force by approximately 51% of our workforce as part of a broader effort to right size the organization to focus on clinical execution of key programs.

Previous wording

We anticipate that we will need to raise additional financing in the future to fund our operations, including funding for preclinical studies, clinical trials and the commercialization of any approved product candidates. We intend to use the proceeds from such financings to, among other uses, fund research and development of our product candidates and development programs, including our clinical development of CNTY-101, and our other product candidates. Until such time, if ever, as we can generate significant product revenue, we expect to finance our operations with our existing cash and cash equivalents, investments, any future equity or debt financings, and upfront and milestone and royalty payments, if any, received under future licenses or collaborations. We may not be able to raise additional capital on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, results of operations, and financial condition would be adversely affected. Because of the numerous risks and uncertainties associated with product development, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability.

Current wording

We anticipate that we will need to raise additional financing in the future to fund our operations, including funding for preclinical studies, clinical trials and the commercialization of any approved product candidates. We intend to use the proceeds from such financings to, among other uses, fund research and development of our product candidates and development programs. Until such time, if ever, as we can generate significant product revenue, we expect to finance our operations with our existing cash and cash equivalents, investments, any future equity or debt financings, and upfront and milestone and royalty payments, if any, received under future licenses or collaborations. We may not be able to raise additional capital on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, results of operations, and financial condition would be adversely affected. Because of the numerous risks and uncertainties associated with product development, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability.

Previous wording

During the three and six months ended June 30, 2025, we made payments of $0.4 million and $1.9 million and incurred research and development expenses of $0.4 million and $1.9 million recorded within general and administrative expenses in its consolidated statements of operations and comprehensive income (loss), respectively.

Current wording

During the three and nine months ended September 30, 2025, we made payments of $0 and $1.9 million and incurred research and development expenses of $0 and $1.9 million recorded within general and administrative expenses in its consolidated statements of operations and comprehensive income (loss), respectively.

Previous wording

During the three and six months ended June 30, 2024, we made payments of $0.1 million and $2.8 million and incurred research and development expenses of $2.6 million and $5.3 million and legal fees of $38 thousand and $73 thousand, recorded within general and administrative expenses in its consolidated statements of operations and comprehensive loss.

Current wording

During the three and nine months ended September 30, 2024, we made payments of $3.7 million and $6.6 million and incurred research and development expenses of $981 thousand and $5.2 million and legal fees of $38 thousand and $73 thousand, recorded within general and administrative expenses in its consolidated statements of operations and comprehensive loss.

Previous wording

To date, research and development expenses have related primarily to discovery and development of our iPSC cell therapy platform technology and product candidates and acquired in-process research and development. Research and development expenses are recognized as incurred and payments made prior to the receipt of goods or services to be used in research and development are recorded as prepaid expenses until the goods or services are received.

Current wording

development. Research and development expenses are recognized as incurred and payments made prior to the receipt of goods or services to be used in research and development are recorded as prepaid expenses until the goods or services are received.

Previous wording

The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of net operating loss carryforwards. While the Company utilized a portion of its existing net operating loss carryforwards during tax year 2023, the Company has considered its history of cumulative net losses in the U.S., estimated future taxable income and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its U.S. deferred tax assets. As a result, as of June 30, 2025, the Company has recorded a full valuation allowance against its net deferred tax assets, exclusive of its deferred tax liability on IPR&D in the U.S.

Current wording

We have evaluated the positive and negative evidence bearing upon its ability to realize our deferred tax assets, which primarily consist of net operating loss carryforwards. While we utilized a portion of its existing net operating loss carryforwards during tax year 2023, we have considered its history of cumulative net losses in the U.S., estimated future taxable income and prudent and feasible tax planning strategies and have concluded that it is more likely than not that we will not realize the benefits of our U.S. deferred tax assets. As a result, as of September 30, 2025, we have recorded a full valuation allowance against our net deferred tax assets, exclusive of our deferred tax liability on IPR&D in the U.S.

Previous wording

Research and development expenses were $26.9 million and $27.2 million for the three months ended June 30, 2025 and 2024, respectively. The decrease of $0.3 million was primarily due to:

Current wording

Research and development expenses were $22.5 million and $27.2 million for the three months ended September 30, 2025 and 2024, respectively. The decrease of $4.7 million was primarily due to:

Previous wording

Interest income was $2.0 million and $3.6 million for the three months ended June 30, 2025 and 2024, respectively, which related to interest earned on our cash, cash equivalents, and investment balances.

Current wording

Interest income was $1.6 million and $3.3 million for the three months ended September 30, 2025 and 2024, respectively, which related to interest earned on our cash, cash equivalents, and investment balances.

Previous wording

During the six months ended June 30, 2025 and 2024, we recognized revenue of $109.2 million and $1.6 million under our collaboration agreement with Bristol-Myers Squibb, respectively. See Note 7 to our consolidated financial statements for additional information. The Collaboration Agreement was terminated, effective as of March 12, 2025. As such, we recognized the remaining transaction price of $109.2 million as collaboration revenue during the six months ended March 31, 2025. There will be no future collaboration revenues recognized under this collaboration agreement.

Current wording

During the nine months ended September 30, 2025 and 2024, we recognized revenue of $109.2 million and $2.4 million under our collaboration agreement with Bristol-Myers Squibb, respectively. See Note 7 to our consolidated financial statements for additional information. The Collaboration Agreement was terminated, effective as of March 12, 2025. As such, we recognized the remaining transaction price of $109.2 million as collaboration revenue during the six months ended June 30, 2025. There will be no future collaboration revenues recognized under this collaboration agreement.

Previous wording

Research and development expenses were $53.4 million and $50.6 million for the six months ended June 30, 2025 and 2024, respectively. The increase of $2.8 million was primarily due to:

Current wording

Research and development expenses were $76.0 million and $77.9 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease of $1.9 million was primarily due to:

Previous wording

General and administrative expenses were $16.2 million and $17.1 million for the six months ended June 30, 2025 and 2024, respectively. The decrease was a result of a decrease in legal fees associated with the Clade acquisition in 2024 and a decrease in stock-based compensation, offset by increased contingent liability consideration and the consolidation of lab operations and subsequent reallocation of rent expense to general and administrative expenses.

Current wording

General and administrative expenses were $23.0 million and $25.4 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease was a result of a decrease in legal fees associated with the Clade acquisition in 2024, a gain on lease modification and a decrease in stock-based compensation, offset by increased severance costs, contingent liability consideration and the consolidation of lab operations and subsequent reallocation of rent expense to general and administrative expenses.

Previous wording

Interest income was $4.4 million and $6.8 million for the six months ended June 30, 2025 and 2024, respectively, which related to interest earned on our cash, cash equivalents, and investment balances.

Current wording

Interest income was $6.0 million and $10.1 million for the nine months ended September 30, 2025 and 2024, respectively, which related to interest earned on our cash, cash equivalents, and investment balances.

Previous wording

To date, we have funded our operations from the issuance and sale of our equity securities, debt financing and collaboration revenues. Since our inception, we have raised approximately $666 million in net proceeds from the sales of our equity securities. As of June 30, 2025, we had cash, and cash equivalents of $56.9 million and investments of $101.7 million. Based on our research and development plans, we believe our existing cash, cash equivalents and investments, will be sufficient to fund our operating expenses and capital expenditures requirements into the fourth quarter of 2027. Since our inception, we have incurred significant operating losses. We have not yet commercialized any products and we do not expect to generate revenue from sales of any product candidates for a number of years, if ever. We had an accumulated deficit of $738.3 million as of June 30, 2025.

Current wording

To date, we have funded our operations from the issuance and sale of our equity securities, debt financing and collaboration revenues. Since our inception, we have raised approximately $666 million in net proceeds from the sales of our equity securities. As of September 30, 2025, we had cash, and cash equivalents of $55.5 million and investments of $77.2 million. Based on our research and development plans, we believe our existing cash, cash equivalents and investments, will be sufficient to fund our operating expenses and capital expenditures requirements into the fourth quarter of 2027. Since our inception, we have incurred significant operating losses. We have not yet commercialized any products and we do not expect to generate revenue from sales of any product candidates for a number of years, if ever. We had an accumulated deficit of $772.7 million as of September 30, 2025.

Previous wording

We expect to incur additional losses in the foreseeable future as we conduct and expand our research and development efforts, including conducting preclinical studies and clinical trials, developing new product candidates, establishing internal and external manufacturing capabilities, and funding our operations generally. We anticipate that we will need to raise additional financing in the future to fund our operations, including the commercialization of any approved product candidates. We are subject to the risks typically related to the development of new products, and we may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect our business.

Current wording

We expect to incur additional losses in the foreseeable future as we conduct and expand our research and development efforts, including conducting preclinical studies and clinical trials, developing new product candidates, establishing internal and external manufacturing capabilities, and funding our operations generally. We anticipate that we will need to raise additional financing in the future to fund our operations, including the commercialization of any approved product candidates. We are subject to the risks typically

Previous wording

Net cash used in operating activities was $62.2 million and $57.6 million for the six months ended June 30, 2025 and 2024, respectively. Net cash used in operating activities during the six months ended June 30, 2025 consisted primarily of our net income of $44.0 million and a non-cash charges of $10.7 million, offset by a decrease of $116.8 million in our net operating assets and liabilities. The non-cash charges of $10.7 million consisted primarily of $6.4 million for depreciation expense, non-cash operating lease benefit of $1.0 million, and stock-based compensation expense of $4.6 million, partially offset by amortization of marketable securities of $1.5 million and loss on contingent consideration liability of $0.1 million. The change in operating assets and liabilities was primarily due to a $2.3 million decrease in operating lease liability, a $109.2 million decrease in deferred revenue due to the termination of the Collaboration Agreement with Bristol-Myers Squibb, and a $5.8 million decrease in accrued expenses.

Current wording

Net cash used in operating activities was $87.8 million and $85.9 million for the nine months ended September 30, 2025 and 2024, respectively. Net cash used in operating activities during the nine months ended September 30, 2025 consisted primarily of our net income of $9.6 million and non-cash charges of $23.1 million, offset by a decrease of $120.5 million in our net operating assets and liabilities. The non-cash charges of $23.1 million consisted primarily of $9.6 million for depreciation expense, non-cash operating lease expense of $1.5 million, and stock-based compensation expense of $5.5 million, impairment of long-lived asset of $6.8 million, gain on reduction in lease liability due to lease termination of $1.4 million, and gain on contingent consideration liability of $0.4 million, partially offset by amortization of marketable securities of $2.0 million. The change in operating assets and liabilities was primarily due to a $3.6 million decrease in operating lease liability, a $109.2 million decrease in deferred revenue due to the termination of the Collaboration Agreement with Bristol-Myers Squibb, and an $8.2 million decrease in accrued expenses.

Previous wording

Net cash used in operating activities was $57.6 million for the six months ended June 30, 2024. Net cash used in operating activities during the six months ended June 30, 2024 consisted primarily of our net loss of $59.3 million. The non-cash charges of $10.0 million consisted primarily of $6.7 million for depreciation expense, non-cash operating lease of $0.1 million, and non-cash stock-based compensation expense of $6.7 million. This was partially offset by amortization of marketable securities of $2.5 million and gain on contingent consideration liability of $0.8 million**.**

Current wording

Net cash used in operating activities during the nine months ended September 30, 2024 consisted primarily of our net loss of $90.5 million and a decrease of $11.1 million in our net operating assets and liabilities, partially offset by non-cash charges of $15.7 million. The non-cash charges of $15.7 million consisted primarily of $10.0 million for depreciation expense, non-cash operating lease benefit of $0.4 million, a decrease in lease liability due to lease termination, and stock-based compensation expense of $10.0 million, partially offset by amortization of marketable securities of $3.8 million and gain on contingent consideration liability of $1.1 million. The change in operating assets and liabilities was primarily due to a $2.9 million increase in prepaid expenses and other assets, a $2.6 million decrease in operating lease liability, a $2.4 million decrease in deferred revenue, and a $1.9 million decrease in accounts payable.

Previous wording

Net cash provided by (used in) investing activities was $60.5 million and ($22.3) million for the six months ended June 30, 2025 and 2024, respectively. Cash provided by investing activities for the six months ended June 30, 2025 consisted primarily of the sale of fixed maturity securities of $85.8 million, which was partially offset by purchases of fixed maturity securities of $24.6 million.

Current wording

Net cash provided by investing activities was $85.1 million and $16.9 million for the nine months ended September 30, 2025 and 2024, respectively. Cash provided by investing activities for the nine months ended September 30, 2025 consisted primarily of the sale of fixed maturity securities of $121.7 million, which was partially offset by purchases of fixed maturity securities of $35.6 million.

Previous wording

Net cash used in investing activities was $22.3 million for the six months ended June 30, 2024. Cash used in investing activities for the six months ended June 30, 2024 consisted primarily of the sale of fixed maturity securities of $77.0 million, which was partially offset by purchases of fixed maturity securities of $89.0 million, acquisition of property and equipment of $0.8 million, and the acquisition of Clade for $9.6 million.

Current wording

Net cash provided by investing activities was $16.9 million for the nine months ended September 30, 2024. Cash provided by investing activities for the nine months ended September 30, 2024 consisted primarily of the sale of fixed maturity securities, available for sale of $128.6 million, which was partially offset by purchases of fixed maturity securities of $102.1 million, and the acquisition of Clade of $9.6 million.

Previous wording

Net cash provided by financing activities was $0.1 million and $74.9 million for the six months ended June 30, 2025 and 2024, respectively. Cash provided by financing activities consisted of $0.1 million from issuance of our common stock from equity incentive plans pursuant to the exercise of employee stock options.

Current wording

Net cash provided by financing activities was $0.1 million and $75.2 million for the nine months ended September 30, 2025 and 2024, respectively. Cash provided by financing activities consisted of $0.1 million from issuance of our common stock from equity incentive plans pursuant to the exercise of employee stock options.

Previous wording

Net cash provided by financing activities was $74.9 million for the six months ended June 30, 2024. Cash provided by financing activities consisted of $17.8 million from proceeds from our at-the-market capital raise, $56.6 million from proceeds from our PIPE financing, and $0.5 million from issuance of our common stock from equity incentive plans pursuant to the exercise of employee stock options.

Current wording

Net cash provided by financing activities was $75.2 million for the nine months ended September 30, 2024. Cash provided by financing activities consisted of $17.8 million from proceeds from our at-the-market capital raise, $56.6 million from proceeds from our PIPE financing, and $0.7 million from issuance of our common stock from equity incentive plans pursuant to the exercise of employee stock options.

Previous wording

During the six months ended June 30, 2025, there were no material changes to our critical accounting policies from those described in our audited financial statements for the year ended December 31, 2024 included in our Annual Report on Form 10-K filed with the SEC on March 19, 2025, except as noted above.

Current wording

During the nine months ended September 30, 2025, there were no material changes to our critical accounting policies from those described in our audited financial statements for the year ended December 31, 2024 included in our Annual Report on Form 10-K filed with the SEC on March 19, 2025, except as noted above.