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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Century Therapeutics Inc | NASDAQ:IPSC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.03 | -1.19% | 2.50 | 2.50 | 2.55 | 2.675 | 2.42 | 2.53 | 3,167,222 | 01:00:00 |
|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| | | | |
84-2040295
(I.R.S. Employer
Identification No.) |
|
| | | |
25 North 38th Street, 11th Floor
Philadelphia, Pennsylvania 19104 (267) 817-5790 |
| |
|
Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☒
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Smaller reporting company
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| | | |
Emerging growth company
☒
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| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 4 | | | |
| | | | | 7 | | | |
| | | | | 8 | | | |
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| | | | | 14 | | | |
| | | | | 16 | | | |
| | | | | 19 | | | |
| | | | | 20 | | | |
| | | | | 21 | | | |
| | | | | 21 | | |
| | |
Number of Shares of
Common Stock Owned Prior to Offering |
| |
Maximum Number
of Shares of Common Stock to be Sold Pursuant to this Prospectus |
| |
Number of Shares of
Common Stock Owned After Offering(1) |
| |||||||||||||||||||||
Name of Selling Stockholder
|
| |
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
| ||||||||||||||||||
Syncona Portfolio Limited(2)
|
| | | | 2,042,471 | | | | | | 2.4% | | | | | | 2,042,471 | | | | | | 0 | | | | | | * | | |
ECI Health Fund 3, LLC(3)
|
| | | | 1,021,235 | | | | | | 1.2% | | | | | | 1,021,235 | | | | | | 0 | | | | | | * | | |
LifeSci Venture SPV XIII, LLC(4)
|
| | | | 953,152 | | | | | | 1.1% | | | | | | 953,152 | | | | | | 0 | | | | | | * | | |
Bristol-Myers Squibb Company(5)
|
| | | | 510,617 | | | | | | * | | | | | | 510,617 | | | | | | 0 | | | | | | * | | |
James and Ashley Harmon 2012 Long-Term Trust dated November 27, 2012(6)
|
| | | | 413,513 | | | | | | * | | | | | | 413,513 | | | | | | 0 | | | | | | * | | |
LifeSci Venture Partners II, LP(7)
|
| | | | 408,494 | | | | | | * | | | | | | 408,494 | | | | | | 0 | | | | | | * | | |
Index Ventures Life VI (Jersey) LP(8)
|
| | | | 378,438 | | | | | | * | | | | | | 378,438 | | | | | | 0 | | | | | | * | | |
Alexandria Venture Investments, LLC(9)
|
| | | | 241,647 | | | | | | * | | | | | | 241,647 | | | | | | 0 | | | | | | * | | |
| | |
Number of Shares of
Common Stock Owned Prior to Offering |
| |
Maximum Number
of Shares of Common Stock to be Sold Pursuant to this Prospectus |
| |
Number of Shares
of Common Stock Owned After Offering(1) |
| |||||||||||||||||||||
Name of Selling Stockholder
|
| |
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
| ||||||||||||||||||
Sami Busch
|
| | | | 194,780 | | | | | | * | | | | | | 194,780 | | | | | | 0 | | | | | | * | | |
Daniel Vasella(10)
|
| | | | 110,039 | | | | | | * | | | | | | 110,039 | | | | | | 0 | | | | | | * | | |
Janet Burrows James Revocable
Trust(11) |
| | | | 83,559 | | | | | | * | | | | | | 83,559 | | | | | | 0 | | | | | | * | | |
John Whitehead
|
| | | | 80,378 | | | | | | * | | | | | | 80,378 | | | | | | 0 | | | | | | * | | |
George F. McCabe Trust(12)
|
| | | | 70,167 | | | | | | * | | | | | | 70,167 | | | | | | 0 | | | | | | * | | |
Walter C. Donovan
|
| | | | 69,507 | | | | | | * | | | | | | 69,507 | | | | | | 0 | | | | | | * | | |
John N. Irwin III
|
| | | | 68,525 | | | | | | * | | | | | | 68,525 | | | | | | 0 | | | | | | * | | |
Samambaia Investments Limited(13)
|
| | | | 59,684 | | | | | | * | | | | | | 59,684 | | | | | | 0 | | | | | | * | | |
SRB Investments, LLC(14)
|
| | | | 42,292 | | | | | | * | | | | | | 42,292 | | | | | | 0 | | | | | | * | | |
James W. Westphal
|
| | | | 34,754 | | | | | | * | | | | | | 34,754 | | | | | | 0 | | | | | | * | | |
Peter J. Smail
|
| | | | 27,780 | | | | | | * | | | | | | 27,780 | | | | | | 0 | | | | | | * | | |
1970 Delaware Trust FBO John N. Irwin III(15)
|
| | | | 27,233 | | | | | | * | | | | | | 27,233 | | | | | | 0 | | | | | | * | | |
The Cowan Investment Nominee
Trust(16) |
| | | | 21,831 | | | | | | * | | | | | | 21,831 | | | | | | 0 | | | | | | * | | |
David J. Watson
|
| | | | 21,145 | | | | | | * | | | | | | 21,145 | | | | | | 0 | | | | | | * | | |
Peter S. Lynch Revocable Trust(17)
|
| | | | 20,968 | | | | | | * | | | | | | 20,968 | | | | | | 0 | | | | | | * | | |
The Lynch Foundation(18)
|
| | | | 20,968 | | | | | | * | | | | | | 20,968 | | | | | | 0 | | | | | | * | | |
2012 Donovan Family Trust
|
| | | | 17,375 | | | | | | * | | | | | | 17,375 | | | | | | 0 | | | | | | * | | |
Kite Pharma Inc.(19)
|
| | | | 9,675 | | | | | | * | | | | | | 9,675 | | | | | | 0 | | | | | | * | | |
Peter & Carolyn Lynch CLUT Article II Trust(20)
|
| | | | 6,345 | | | | | | * | | | | | | 6,345 | | | | | | 0 | | | | | | * | | |
Mary Witkowski Revocable Trust(21)
|
| | | | 5,523 | | | | | | * | | | | | | 5,523 | | | | | | 0 | | | | | | * | | |
Yucca (Jersey) SLP(22)
|
| | | | 5,763 | | | | | | * | | | | | | 5,763 | | | | | | 0 | | | | | | * | | |
GC&H Investments LP(23)
|
| | | | 3,403 | | | | | | * | | | | | | 3,403 | | | | | | 0 | | | | | | * | | |
GC&H Investments, L.P.(24)
|
| | | | 3,403 | | | | | | * | | | | | | 3,403 | | | | | | 0 | | | | | | * | | |
Gadeta Founders B.V.(25)
|
| | | | 5,090 | | | | | | * | | | | | | 5,090 | | | | | | 0 | | | | | | * | | |
Peter & Carolyn Lynch Clat Article III Trust
FBO A Lukowski(26) |
| | | | 475 | | | | | | * | | | | | | 475 | | | | | | 0 | | | | | | * | | |
Peter & Carolyn Lynch Clat Article III Trust
FBO DE Montrichard(27) |
| | | | 475 | | | | | | * | | | | | | 475 | | | | | | 0 | | | | | | * | | |
Peter & Carolyn Lynch Clat Article III Trust
FBO M Witkowski(28) |
| | | | 475 | | | | | | * | | | | | | 475 | | | | | | 0 | | | | | | * | | |
Chad Cowan(29)
|
| | | | 377,181 | | | | | | * | | | | | | 377,181 | | | | | | 0 | | | | | | * | | |
James Glasheen(30)
|
| | | | 377,181 | | | | | | * | | | | | | 377,181 | | | | | | 0 | | | | | | * | | |
Derek Hei(31)
|
| | | | 44,374 | | | | | | * | | | | | | 44,374 | | | | | | 0 | | | | | | * | | |
Leandro Vetcher(32)
|
| | | | 44,374 | | | | | | * | | | | | | 44,374 | | | | | | 0 | | | | | | * | | |
Ritikesh Kumar
|
| | | | 22,186 | | | | | | * | | | | | | 22,186 | | | | | | 0 | | | | | | * | | |
Howard Young
|
| | | | 22,186 | | | | | | * | | | | | | 22,186 | | | | | | 0 | | | | | | * | | |
|
SEC registration fee
|
| | | $ | 3,717 | | |
|
Printing expenses
|
| | | $ | 5,000 | | |
|
Legal fees and expenses
|
| | | $ | 60,000 | | |
|
Accounting fees and expenses
|
| | | $ | 20,000 | | |
|
Miscellaneous
|
| | | $ | — | | |
|
Total
|
| | | $ | 88,717 | | |
| | | | Century Therapeutics, Inc. | | |||
| | | |
By:
/s/ Brent Pfeiffenberger, Pharm.D.
|
| | ||
| | | |
Name:
Brent Pfeiffenberger, Pharm.D.
|
| | | |
| | | |
Title:
President, Chief Executive Officer and Director
|
| |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Brent Pfeiffenberger, Pharm.D.,
Brent Pfeiffenberger, Pharm.D.,
|
| |
Chief Executive Officer and Director
(principal executive officer) |
| |
June 18, 2024
|
|
|
/s/ Douglas Carr
Douglas Carr
|
| |
Senior Vice President, Finance and Operations
(principal financial officer and principal accounting officer) |
| |
June 18, 2024
|
|
|
/s/ Kimberly Blackwell, M.D.
Kimberly Blackwell, M.D.
|
| |
Director
|
| |
June 18, 2024
|
|
|
/s/ Cynthia Butitta
Cynthia Butitta
|
| |
Director
|
| |
June 18, 2024
|
|
|
/s/ Joseph Jimenez
Joseph Jimenez
|
| |
Director, Chairman of the Board
|
| |
June 18, 2024
|
|
|
/s/ Alessandro Riva, M.D.
Alessandro Riva, M.D.
|
| |
Director
|
| |
June 18, 2024
|
|
|
/s/ Carlo Rizzuto, Ph.D.
Carlo Rizzuto, Ph.D.
|
| |
Director
|
| |
June 18, 2024
|
|
|
/s/ Timothy Walbert
Timothy Walbert
|
| |
Director
|
| |
June 18, 2024
|
|
|
/s/ Daphne Quimi
Daphne Quimi
|
| |
Director
|
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June 18, 2024
|
|
Exhibit 5.1
June 18, 2024
Century Therapeutics, Inc.
25 North 38th Street
11th Floor
Philadelphia, PA 19104
Re: Securities Registered under Registration Statement on Form S-3
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (as amended or supplemented, the “Registration Statement”) filed on June 18, 2024 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by Century Therapeutics, Inc., a Delaware corporation (the “Company”), of up to an aggregate of 7,868,666 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), consisting of (i) 3,741,646 shares that were privately issued pursuant to an Agreement and Plan of Merger, dated as of April 11, 2024 (the “Merger Agreement”), by and among the Company, Clarent Intermediate Sub, Inc., a wholly owned subsidiary of Company, Clarent Merger Sub, Inc., a wholly owned subsidiary of Intermediate Sub, Inc., Clade Therapeutics, Inc. (“Clade”), and Fortis Advisors LLC, solely in its capacity as securityholders’ agent, in connection with the Company’s acquisition of Clade (the “Merger”) (the “Selling Stockholder Shares”), (ii) 793,687 shares that were withheld at the closing of the Merger as recourse to satisfy certain indemnification obligations of the Clade securityholders under the Merger Agreement (the “Indemnification Shares”), and (iii) 3,333,333 shares that may be issued to the Clade securityholders upon the potential achievement of a clinical development milestone (the “Milestone Shares” and together with the Indemnification Shares, the “Future Shares”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that the Selling Stockholder Shares have been duly authorized and validly issued and are fully paid and non-assessable.
Assuming the Future Shares were issued today in accordance with the terms of the Merger Agreement, the Future Shares would be validly issued, fully paid and non-assessable.
This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
Century Therapeutics, Inc.
June 18, 2024
Page 2
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours, | |
/s/ Goodwin Procter LLP | |
GOODWIN PROCTER LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference of our firm under the caption “Experts” in the Registration Statement (Form S-3) and related Prospectus of Century Therapeutics, Inc. for the registration of 7,868,666 shares of its common stock and to the incorporation by reference therein of our report dated March 14, 2024, with respect to the consolidated financial statements of Century Therapeutics, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
June 18, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Century Therapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee (2) |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward |
Equity | Common Stock, $0.0001 par value per share | Other | 7,868,666 shares | $3.20 | $25,179,731.20 | 0.0001476 | $3,716.53 | ||||
Total Offering Amounts | $25,179,731.20 | — | |||||||||
Total Fees Previously Paid | — | ||||||||||
Total Fee Offsets | — | ||||||||||
Net Fee Due | $3,716.53 |
(1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement also covers such additional shares as may hereafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or certain other capital adjustments. |
(2) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended. The price per share and aggregate offering price are based on the average of the high and low prices of the registrant’s common stock on June 14, 2024 as reported on Nasdaq. |
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