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United States securities and exchange commission logo
May 21, 2021
Osvaldo Flores
Chief Executive Officer
Century Therapeutics, Inc.
3675 Market Street
Philadelphia, Pennsylvania 19104
Re: Century
Therapeutics, Inc.
Amendment No. 1 to
Draft Registration
Statement on Form S-1
Submitted May 5,
2021
CIK No. 0001850119
Dear Dr. Flores:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
May 5, 2021
Inscripta, page 130
1. Please revise your
disclosure of the Inscripta license agreement to include the aggregate
amounts paid to date,
if applicable.
Osvaldo Flores
FirstName LastNameOsvaldo Flores
Century Therapeutics, Inc.
Comapany
May NameCentury Therapeutics, Inc.
21, 2021
May 21,
Page 2 2021 Page 2
FirstName LastName
Exhibits
2. We refer to the iCELL Inc. Sublicense Agreement filed as Exhibit 10.25
and the Loan and
Security Agreement with Hercules Capital filed as Exhibit 10.24 to
your registration
statement. We note that certain identified information has been
redacted in these exhibits
as noted in the exhibit index. Please revise the first page of both
exhibits to include a
statement that certain identified information has been excluded from
the exhibit because it
is both not material and is the type that you treat as private or
confidential. Refer to Item
601(b)(2)(ii) of Regulation S-K.
You may contact Christine Torney at 202-551-3652 or Jeanne Baker at
202-551-3691 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Laura Crotty at 202-551-7614 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Rachael Bushey, Esq.