0001558370-21-015400 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2021	Nov. 08, 2021
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	001-40498
Entity Registrant Name	Century Therapeutics, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-2040295
Entity Address State Or Province	PA
Entity Address, Address Line One	3675 Market Street
Entity Address, City or Town	Philadelphia
Entity Address, Postal Zip Code	19104
City Area Code	267
Local Phone Number	817-5790
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	IPSC
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		54,641,380
Entity Central Index Key	0001850119
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 101,292	$ 27,211
Short-term investments	193,860	48,542
Escrow deposits, current	502	783
Prepaid expenses and other current assets	4,744	2,261
Total current assets	300,398	78,797
Property and equipment, net	48,626	15,385
Operating lease right-of-use assets	12,037	9,392
Restricted cash	1,717	517
Escrow deposits, non-current	346	723
Long-term investments	105,193	1,053
Security deposits	1,408	909
Total assets	469,725	106,776
Current liabilities
Accounts payable	11,644	8,082
Accrued expenses and other liabilities	7,258	4,030
Deposit liability	966	0
Total current liabilities	19,868	12,112
Operating lease liability, long term	14,750	11,679
Deposit liability, non-current	2,254
Long-term debt, net	9,865	9,636
Total liabilities	46,737	33,427
Stockholder's deficit
Commitments and contingencies (Note 11)
Preferred stock, $ 0.0001 par value, 10,000,000 and 0 shares authorized at September 30, 2021 and December 31, 2020, respectively, and 0 shares issued and outstanding
Common stock, $0.0001 par value, 300,000,000 and 125,236,190 shares authorized; 54,404,091 and 7,481,861 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	5	1
Additional paid-in capital	783,018	217,832
Subscription receivable		(31,900)
Accumulated deficit	(359,972)	(292,342)
Accumulated other comprehensive loss	(63)	(3)
Total stockholders? equity (deficit)	422,988	(106,412)
Total liabilities and stockholders? equity (deficit)	$ 469,725	106,776
Series A
Stockholder's deficit
Non-cumulative convertible preferred stock		34,922
Series B
Stockholder's deficit
Non-cumulative convertible preferred stock		$ 144,839

CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	10,000,000	0
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	300,000,000	125,236,190
Common Stock, Shares, Issued	54,641,380	7,481,861
Common Stock, Shares, Outstanding	54,641,380	7,481,861
Series A
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	0	35,000,000
Preferred Stock, Shares Issued	0	35,000,000
Preferred Stock, Shares Outstanding	0	35,000,000
Series B
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	0	26,143,790
Preferred Stock, Shares Issued	0	26,143,790
Preferred Stock, Shares Outstanding	0	26,143,790

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Operating expenses
Research and development	$ 19,545	$ 10,812	$ 53,852	$ 27,239
General and administrative	6,282	2,319	13,058	6,679
Write off of in-process research and development asset				4,722
Total operating expenses	25,827	13,131	66,910	38,640
Loss from operations	(25,827)	(13,131)	(66,910)	(38,640)
Interest expense	(322)	(59)	(954)	(59)
Other income, net	140	120	234	655
Net loss	$ (26,009)	$ (13,070)	$ (67,630)	$ (38,044)
Net loss per common share Basic (in dollars per share)	$ (0.48)	$ (1.75)	$ (2.72)	$ (5.08)
Net loss per common share Diluted (in dollars per share)	$ (0.48)	$ (1.75)	$ (2.72)	$ (5.08)
Weighted average common shares outstanding Basic (in shares)	54,472,650	7,481,861	24,838,250	7,481,861
Weighted average common shares outstanding Diluted (in shares)	54,472,650	7,481,861	24,838,250	7,481,861
Other comprehensive loss
Net loss	$ (26,009)	$ (13,070)	$ (67,630)	$ (38,044)
Unrealized (loss) gain on investments	(33)	(79)	(28)	45
Foreign currency translation adjustment	(27)	(2)	(32)	(2)
Comprehensive loss	$ (26,069)	$ (13,151)	$ (67,690)	$ (38,001)

CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDER'S DEFICIT - USD ($) $ in Thousands	Series A	Series B	Series C	Common Stock	Additional paid-in capital	Subscription receivable	Accumulated deficit	Accumulated Other Comprehensive Income (Loss)	Total
Beginning balance at Dec. 31, 2019	$ 34,992	$ 144,839
Beginning balance (in shares) at Dec. 31, 2019	35,000,000	26,143,790
Ending balance at Mar. 31, 2020	$ 34,992	$ 144,839
Ending balance (in shares) at Mar. 31, 2020	35,000,000	26,143,790
Beginning balance at Dec. 31, 2019				$ 1	$ 216,910	$ (70,000)	$ (238,767)	$ (3)	$ (91,859)
Beginning Balance (in shares) at Dec. 31, 2019				7,481,861
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Unrealized loss on investments								(27)	(27)
Stock based compensation expense					221				221
Net loss							(9,673)		(9,673)
Ending balance at Mar. 31, 2020				$ 1	217,131		(248,440)	24	(101,284)
Ending Balance (in shares) at Mar. 31, 2020				7,481,861		(70,000,000)
Beginning balance at Dec. 31, 2019	$ 34,992	$ 144,839
Beginning balance (in shares) at Dec. 31, 2019	35,000,000	26,143,790
Ending balance at Sep. 30, 2020	$ 34,992	$ 144,839
Ending balance (in shares) at Sep. 30, 2020	35,000,000	26,143,790
Beginning balance at Dec. 31, 2019				$ 1	216,910	$ (70,000)	(238,767)	(3)	(91,859)
Beginning Balance (in shares) at Dec. 31, 2019				7,481,861
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Foreign currency translation									(2)
Net loss									(38,044)
Ending balance at Sep. 30, 2020				$ 1	217,458	$ (70,000)	(276,811)	40	(129,312)
Ending Balance (in shares) at Sep. 30, 2020				7,481,861
Beginning balance at Mar. 31, 2020	$ 34,992	$ 144,839
Beginning balance (in shares) at Mar. 31, 2020	35,000,000	26,143,790
Ending balance at Jun. 30, 2020	$ 34,992	$ 144,839
Ending balance (in shares) at Jun. 30, 2020	35,000,000	26,143,790
Beginning balance at Mar. 31, 2020				$ 1	217,131		(248,440)	24	(101,284)
Beginning Balance (in shares) at Mar. 31, 2020				7,481,861		(70,000,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Unrealized loss on investments								(97)	(97)
Stock based compensation expense					137				137
Net loss							(15,301)		(15,301)
Ending balance at Jun. 30, 2020				$ 1	217,268	$ (70,000)	(263,741)	121	(116,351)
Ending Balance (in shares) at Jun. 30, 2020				7,481,861
Ending balance at Sep. 30, 2020	$ 34,992	$ 144,839
Ending balance (in shares) at Sep. 30, 2020	35,000,000	26,143,790
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Unrealized loss on investments								(79)	(79)
Foreign currency translation								(2)	(2)
Warrants on long term debt					46				46
Stock based compensation expense					144				144
Net loss							(13,070)		(13,070)
Ending balance at Sep. 30, 2020				$ 1	217,458	(70,000)	(276,811)	40	(129,312)
Ending Balance (in shares) at Sep. 30, 2020				7,481,861
Beginning balance at Dec. 31, 2020	$ 34,922	$ 144,839
Beginning balance (in shares) at Dec. 31, 2020	35,000,000	26,143,790
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of Series C preferred stock, net			$ 159,628
Issuance of Series C preferred stock, net (in shares)			24,721,999
Ending balance at Mar. 31, 2021	$ 34,922	$ 144,839	$ 159,628
Ending balance (in shares) at Mar. 31, 2021	35,000,000	26,143,790	24,721,999
Beginning balance at Dec. 31, 2020				$ 1	217,832	(31,900)	(292,342)	(3)	(106,412)
Beginning Balance (in shares) at Dec. 31, 2020				7,481,861
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Receipt of subscription receivable						31,900			31,900
Net assets contributed as result of merger					1,061				1,061
Issuance of common stock upon the exercise of stock options					47				47
Issuance of common stock upon the exercise of stock options (in shares)				40,790
Vesting of restricted stock (in shares)				150,799
Vesting of early exercise stock options					123				123
Vesting of early exercise stock options (in shares)				199,083
Unrealized loss on investments								(27)	(27)
Foreign currency translation								4	4
Stock based compensation expense					95				95
Net loss							(18,348)		(18,348)
Ending balance at Mar. 31, 2021				$ 1	219,158		(310,690)	(26)	(91,557)
Ending Balance (in shares) at Mar. 31, 2021				7,872,533
Beginning balance at Dec. 31, 2020	$ 34,922	$ 144,839
Beginning balance (in shares) at Dec. 31, 2020	35,000,000	26,143,790
Beginning balance at Dec. 31, 2020				$ 1	217,832	$ (31,900)	(292,342)	(3)	(106,412)
Beginning Balance (in shares) at Dec. 31, 2020				7,481,861
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Foreign currency translation									(32)
Net loss									(67,630)
Ending balance at Sep. 30, 2021				$ 5	783,018		(359,972)	(63)	422,988
Ending Balance (in shares) at Sep. 30, 2021				54,641,380
Beginning balance at Mar. 31, 2021	$ 34,922	$ 144,839	$ 159,628
Beginning balance (in shares) at Mar. 31, 2021	35,000,000	26,143,790	24,721,999
Beginning balance at Mar. 31, 2021				$ 1	219,158		(310,690)	(26)	(91,557)
Beginning Balance (in shares) at Mar. 31, 2021				7,872,533
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs				$ 1	221,184				221,185
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs				12,132,500
Conversion of convertible preferred stock upon initial public offering	$ (34,922)	$ (144,839)	$ (159,628)	$ 3	339,385				339,388
Conversion of convertible preferred stock upon initial public offering	(35,000,000)	(26,143,790)	(24,721,999)	34,126,528
Issuance of common stock upon the exercise of stock options					74				74
Issuance of common stock upon the exercise of stock options (in shares)				79,796
Vesting of restricted stock (in shares)				130,463
Vesting of early exercise stock options					46				46
Vesting of early exercise stock options (in shares)				62,271
Unrealized loss on investments								(32)	(32)
Foreign currency translation								(9)	(9)
Stock based compensation expense					1,711				1,711
Net loss							(23,273)		(23,273)
Ending balance at Jun. 30, 2021				$ 5	781,558		(333,963)	(3)	447,597
Ending Balance (in shares) at Jun. 30, 2021				54,404,091
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs					217				217
Issuance of common stock upon the exercise of stock options					9				9
Issuance of common stock upon the exercise of stock options (in shares)				6,799
Vesting of restricted stock (in shares)				148,347
Vesting of early exercise stock options					14				14
Vesting of early exercise stock options (in shares)				82,143
Unrealized loss on investments								(33)	(33)
Foreign currency translation								(27)	(27)
Stock based compensation expense					1,220				1,220
Net loss							(26,009)		(26,009)
Ending balance at Sep. 30, 2021				$ 5	$ 783,018		$ (359,972)	$ (63)	$ 422,988
Ending Balance (in shares) at Sep. 30, 2021				54,641,380

CONDENSED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
CONDENSED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities
Net loss	$ (67,630)	$ (38,044)
Adjustments to reconcile net loss to net cash used in operating activities:
Write off of in-process research and development asset		4,722
Depreciation	2,697	892
Amortization of deferred financing cost	229	14
Non-cash operating lease expense	650	220
Stock based compensation	3,026	502
Change in operating assets and liabilities:
Escrow deposit	658	(1,506)
Prepaid expenses and other assets	(2,995)	779
Operating lease liability	176	1,222
Accounts payable	(4,140)	2,402
Accrued expenses and other liabilities	2,678	748
Net cash used in operating activities	(64,651)	(28,049)
Cash flows from investing activities
Acquisition of property and equipment	(28,249)	(7,921)
Acquisition of fixed maturity securities, available for sale	(288,146)	(12,933)
Asset acquisition, net of cash acquired		(4,722)
Sale of fixed maturity securities, available for sale	38,659	23,600
Net cash used in investing activities	(277,736)	(1,976)
Cash flows from financing activities
Proceeds from long-term debt and warrants, net		9,734
Payments of deferred financing cost		(144)
Proceeds from initial public offering, net of underwriting discounts and commissions	221,402
Proceeds from issuance of common stock	130
Proceeds from early exercises of common stock options	2,282
Proceeds from subscription receivable	31,900
Proceeds from issuance of Series C preferred stock, net of issuance costs	159,628
Cash contributed as a result of merger	2,326
Net cash provided by financing activities	417,668	9,590
Net increase (decrease) in cash, cash equivalents, and restricted cash	75,281	(20,435)
Cash, cash equivalents and restricted cash, beginning of period	27,728	44,064
Cash, cash equivalents and restricted cash, end of period	103,009	23,629
Supplemental disclosure of cash and non-cash operating activities:
Cash paid for interest	727
Release of escrow deposit	523
Supplemental disclosure of non-cash investing and financing activities:
Conversion of convertible preferred stock upon initial public offering	339,388
Purchase of property and equipment, accrued and unpaid	$ 7,700	$ 1,086

Organization and description of the business

9 Months Ended

Sep. 30, 2021

Organization and description of the business

Organization and description of the business

Note 1—Organization and description of the business

The Company (as defined below) is an innovative biotechnology company developing transformative allogeneic cell therapies to create products for the treatment of both solid tumor and hematological malignancies with significant unmet medical need. The Company’s vision is to become a premier cell therapy company by developing and ultimately commercializing allogeneic cell therapies that dramatically and positively transform the lives of patients suffering from life-threatening cancers. The Company has created a comprehensive allogeneic cell therapy platform that includes industry-leading induced pluripotent stem cell (“IPSC”) differentiation know-how to generate immune effector cells from iPSCs, clustered regularly interspaced short palindromic repeats (“CRISPR”) mediated precision gene editing that allows the Company to incorporate multiple transgenes and remove target genes intended to optimize cell product performance, sophisticated protein engineering capabilities to develop proprietary next generation chimeric antigen receptors, Allo-Evasion^TM technology to prevent rejection of its cell products by the host immune system, and cutting edge manufacturing capabilities intended to minimize product development and supply risk. To achieve the Company’s vision, the Company has assembled a world-class team whose members collectively have decades of experience in cell therapy and drug development, manufacturing, and commercialization.

Century Therapeutics, Inc. (“Prior Century”), was incorporated in the state of Delaware on March 5, 2018. Since inception, Prior Century has devoted substantially all of its time and efforts to performing research and development activities and raising capital.

On June 5, 2019, Century Therapeutics, LLC (the “Company”) was formed by Prior Century and entered into an LLC Agreement (“Agreement”). On June 21, 2019, Prior Century, through the execution of a commitment agreement and other transaction documents (altogether the “Commitment Agreement”) with Bayer Health, LLC (“Bayer”), financed the creation of the Company and amended the Agreement to account for the provisions in the Commitment Agreement that outlined the rights, obligations, and capital contributions of both Bayer and Prior Century in accordance with the newly executed and amended Agreement and related Commitment Agreement (the “Transaction”). The Transaction resulted in Prior Century contributing substantially all of its assets, liabilities, and operations in exchange for a retained 72% equity interest in the Company. Subsequent to June 21, 2019, Prior Century had no significant operations and accounted for its interest in the Company under the equity method of accounting.

In June 2020, the Company formed Century Therapeutics Canada ULC (“Century Canada”), a wholly owned subsidiary, to acquire the assets of Empirica Therapeutics, Inc. (“Empirica”).

On February 25, 2021, the Company converted from a Delaware limited liability company to a Delaware corporation, and changed its name to “CenturyTx, Inc.” Upon completion of this conversion, Prior Century merged with and into CenturyTx, Inc., with CenturyTx, Inc. as the surviving entity and CenturyTx, Inc. changed its name to “Century Therapeutics, Inc.” In connection with this merger, the holders of equity interests in Prior Century received equivalent equity interests in Century Therapeutics, Inc.

On June 22, 2021, the Company completed its initial public offering (“IPO”) of 10,550,000 shares of Common Stock. On June 22, 2021, the Company sold an additional 1,582,500 shares of Common Stock from the exercise of the overallotment option granted to the underwriters in the IPO. The public offering price of the shares sold in the IPO was $20.00 per share. The Company raised a total of $242,650 in gross proceeds from the offering, or $221,402 in net proceeds after deducting underwriting discounts and commissions of $16,985 and other offering costs of approximately $4,263. Upon the closing of the offering, all shares of the Company’s redeemable convertible preferred stock automatically converted into 34,126,528 shares of common stock.

Principles of Consolidation

The consolidated financial statements include the consolidated financial position and consolidated results of operations of the Company and Century Canada. All intercompany balances and transactions have been eliminated in consolidation.

Liquidity

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited operating history and its prospects are subject to risks, expenses, and uncertainties frequently encountered by companies in the biotechnology and pharmaceutical industries. These risks include, but are not limited to, the uncertainty of availability of additional financing and the uncertainty of achieving future profitability.

Since inception, the Company has incurred net losses and negative cash flows from operations. During the three and nine months ended September 30, 2021, the Company incurred a net loss of $26,009 and $67,630 respectively and for the nine months ended September 30, 2021, used $64,651 of cash for operations. Cash and cash equivalents and short and long-term investments were $400,345 at September 30, 2021. Management expects to incur additional losses in the future to fund its operations and conduct product research and development and recognizes the need to raise additional capital to fully implement its business plan. The Company believes it has adequate cash and financial resources to operate for at-least the next 12 months from the date of issuance of these consolidated financial statements.

Summary of significant accounting policies and basis of presentation

9 Months Ended

Sep. 30, 2021

Summary of significant accounting policies and basis of presentation

Summary of significant accounting policies and basis of presentation

Note 2—Summary of significant accounting policies and basis of presentation

The Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the year ended December 31, 2020, included in the Company’s final prospectus that forms part of the Company’s Registration Statement on Form S-1 (Reg. No. 333-256648) and filed with the SEC pursuant to Rule 424(b)(4) on June 21, 2021. Since the date of those financial statements, there have been no changes to its significant accounting policies.

Basis of presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the interim period reporting requirements of Form 10-Q and Article 10 of Regulation S-X. The consolidated balance sheet as of September 30, 2021, the consolidated statements of operations and comprehensive loss, and consolidated statements of convertible preferred stock and stockholders’ equity (deficit) for the three and nine months ended September 30, 2021 and 2020, and the consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020 are unaudited, but, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, which we consider necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for any interim period are not necessarily indicative of results for the year ending December 31, 2021 or for any other subsequent interim period. The consolidated balance sheet at December 31, 2020 has been derived from our audited consolidated financial statements.

Merger and capital restructuring

Upon the conversion of Century Therapeutics, LLC to a corporation and the merger of the newly converted corporation with Prior Century, the existing capital structure of Century Therapeutics, LLC was restructured with no consideration transferred. In accordance with ASC 505-10-S99-4, such a restructuring requires retroactive effect within the balance sheets presented. As such, the Company retroactively adjusted its consolidated balance sheets to cancel the existing LLC units and give effect to their conversion into capital

stock of the Company as if those effects happened as of January 1, 2020. See Note 10 for further information on the Company’s capital restructuring.

Reverse Stock Split

In June 2021, the Company’s Board of Directors approved an amendment to the Company’s amended and restated certificate of incorporation to effect a 2.5161-for-1 reverse stock split of the Company’s common stock, which was effected on June 11, 2021. Stockholders entitled to fractional shares as a result of the reverse stock split will receive a cash payment in lieu of receiving fractional shares. The par value of the common stock was not adjusted as a result of the reverse stock split. Shares of common stock underlying outstanding stock options and other equity instruments were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the appropriate securities agreements. Shares of common stock reserved for issuance upon the conversion of the convertible preferred stock were proportionately reduced and the respective conversion prices were proportionately increased. All common share and per share data have been retrospectively revised to reflect the reverse stock split.

Segment information

Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions on how to allocate resources and assess performance. The Company views its operations and manages the business as one operating segment.

Use of estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Estimates and assumptions are primarily made in relation to the valuations supporting stock compensation and the estimation of the incremental borrowing rate for operating leases. If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate.

Concentration of credit risk and other risks and uncertainties

Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist of cash, cash equivalents, U.S. Treasury bills and bonds, as well as corporate bonds. Cash and cash equivalents, as well as short and long-term investments include a checking account and asset management accounts held by a limited number of financial institutions. At times, such deposits may be in excess of insured limits. As of September 30, 2021 and December 31, 2020, the Company has not experienced any losses on its deposits of cash and cash equivalents.

The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, uncertainty of market acceptance of its products, competition from substitute products and larger companies, protection of proprietary technology, strategic relationships, and dependence on key individuals.

Products developed by the Company require clearances from the U.S. Food and Drug Administration or other international regulatory agencies prior to commercial sales. There can be no assurance the Company’s future products will receive the necessary clearances. If the Company was denied clearance, clearance was delayed, or if the Company was unable to maintain clearance, it could have a material adverse impact on the Company.

In January 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a “Public Health Emergency of International Concern,” which continues to spread throughout the world and has adversely impacted global commercial activity and contributed to significant declines and volatility in financial markets. The COVID-19 outbreak and government responses are creating disruption in global supply chains and adversely impacting many industries. The outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. Vaccines were introduced late in the fourth quarter of 2020 and became widely available by the end of the first quarter of 2021. While the vaccines have proven effective in reducing the severity and mortality of COVID-19 including the variants that have evolved to date, the overall vaccination rate in the United States may not have reached the level required for herd immunity. Certain variants of COVID-19, such as the delta variant, are proving to be more easily spread than earlier variants. The incomplete vaccination rate, and the emergence of new variants which could prove resistant to existing vaccines could again result in major disruptions to businesses and markets worldwide. The Company continues to monitor the impact of the COVID-19 outbreak closely. The extent to which the COVID-19 outbreak will impact its operations or financial results is uncertain.

Fair value of financial instruments

The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows:

Level 1

Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

Level 2

Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active;

Level 3

Inputs are unobservable in which there is little or no market data available, which require the reporting entity to develop its own assumptions that are unobservable.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

Cash and cash equivalents

Management considers all highly liquid investments with an insignificant interest rate risk and original maturities of three months or less to be cash equivalents.

Restricted cash

As of September 30, 2021 and December 31, 2020, the Company had $1,717 and $517 in cash on deposit to secure certain lease commitments. Restricted cash is recorded separately in the Company’s consolidated balance sheets.

The following provides a reconciliation of the Company’s cash, cash equivalents, and restricted cash as reported in the consolidated balance sheets to the amounts reported in the consolidated statements of cash flows:


	September 30, 2021		December 31, 2020
Cash and cash equivalents	$	101,292	$	27,211
Restricted cash		1,717		517
Cash, cash equivalents, and restricted cash	$	103,009	$	27,728

Fixed maturity securities

The Company invests in fixed maturity securities including U.S. Treasury bills and bonds as well as corporate bonds. The investments are classified as available-for-sale and reported at fair value. Unrealized gains or losses are determined by comparing the fair market value of the securities with their cost or amortized cost. Realized gains and losses on investments are recorded on the trade date and are included in the statement of operations. The cost of securities sold is based on the specified identification method. Investment income is recognized as earned and discounts or premiums arising from the purchase of debt securities are recognized in investment income using the interest method over the remaining term of the security. Securities with an original maturity date greater than three months that mature within one year of the balance sheet date are classified as short-term, while investments with a maturity date greater than one year are classified as long-term.

Foreign currency translation

The reporting currency of the Company is the U.S. dollar. The functional currency of Century Canada is the Canadian dollar. Assets and liabilities of Century Canada are translated into U.S. dollars based on exchange rates at the end of each reporting period. Expenses are translated at average exchange rates during the reporting period. Gains and losses arising from the translation of assets and liabilities are included as a component of accumulated other comprehensive loss or income on the company’s consolidated balance sheets. Gains and losses resulting from foreign currency transactions are reflected within the Company’s consolidated statements of operations and comprehensive loss. The Company has not utilized any foreign currency hedging strategies to mitigate the effect of its foreign currency exposure.

Intercompany payables and receivables are considered to be long-term in nature and any change in balance due to foreign currency fluctuation is included as a component of the Company’s consolidated comprehensive loss and accumulated other comprehensive loss within the Company’s consolidated balance sheets.

Basic and diluted net loss per common shares

Basic net loss per common share is computed by dividing net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the period. The Company computes diluted net loss per common share by dividing the net loss applicable to common shareholders by the sum of the weighted- average number of common shares outstanding during the period plus the potential dilutive effects of its warrants, restricted stock and stock options to purchase common shares, but such items are excluded if their effect is anti-dilutive. Because the impact of these items are anti-dilutive during periods of net loss, there were no differences between the Company’s basic and diluted net loss per common share for the three and nine months ended September 30, 2021 and 2020.

Early exercised options

The Company allowed certain of its employees and its consultants to exercise options granted under the 2018 Plan (Note 15) prior to vesting. The shares related to early exercised stock options are subject to the Company’s repurchase right upon termination of employment or services at the lesser of the original purchase price or fair market value at the time of repurchase. In order to vest, the holders are required to provide continued service to the Company. The early exercise by an employee or consultant of a stock option

is not considered to be a substantive exercise for accounting purposes, and therefore, the payment received by the employer for the exercise price is recognized as a liability. For accounting purposes, unvested early exercised shares are not considered issued and outstanding and therefore not reflected as issued and outstanding in the accompanying consolidated balance sheets or the consolidated statements of changes in convertible preferred stock and stockholders’ equity (deficit) until the awards vest. The deposits received are initially recorded in deposit liability. The liabilities are reclassified to common stock and additional paid-in-capital as the repurchase right lapses. At September 30, 2021, $3,220 was recorded in deposit liability related to shares held by employees and nonemployees that were subject to repurchase. At December 31, 2020, there was no deposit liability as the initial deposit liability was recognized on February 25, 2021 when the merger discussed in Note 2 occurred.

All shares that were early exercised by the executives of the Company are considered legally issued, however, for accounting purposes, only vested shares are considered issued. Below is a reconciliation of shares issued and outstanding:


	September 30, 2021	December 31, 2020
Total shares legally outstanding	56,539,388	8,865,992
Less: unvested early exercised shares	(1,079,794)	(330,629)
Less: unvested restricted stock	(818,214)	(1,053,502)
Total shares issued and outstanding	54,641,380	7,481,861

Restricted stock

In 2018, the Company issued 1,704,256 restricted stock awards at a purchase price of $0.03 per share. In 2019, the Company issued 850,312 restricted stock awards at a weighted average purchase price of $0.70 per share. In October 2019, the Company repurchased 298,080 shares at $1.03 per share. In 2021, the Company issued 194,320 restricted stock awards. As of September 30, 2021, the number of restricted stock awards vested were 1,632,594. For accounting purposes, unvested restricted stock awards are not considered issued and outstanding and therefore are not reflected as issued and outstanding in the accompanying consolidated balance sheets or the consolidated statements of changes in convertible preferred stock and stockholders’ equity (deficit) until the awards vest. The Company recorded stock-based compensation expense for these awards of $567 and $695, respectively, for the three and nine months ended September 30, 2021, in the statements of operations and comprehensive loss. The Company recorded stock-based compensation expense for these awards of $39 and $117, respectively, for the three and nine months ended September 30, 2020, in the statements of operations and comprehensive loss.

Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. The update also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. The new guidance is effective for annual periods beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update can be adopted on either a fully retrospective or a modified retrospective basis. The Company adopted ASU 2020-06, effective January 1, 2021, which did not have a material effect on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework— Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which eliminates, adds, and modifies certain disclosure requirements for fair value measurements. ASU 2018-13 is effective for the Company for fiscal years beginning after December 15, 2020, and earlier adoption is

permitted. The Company adopted this standard on January 1, 2021 and adoption had no impact on its consolidated financial statements.

Initial capitalization

9 Months Ended

Sep. 30, 2021

Initial capitalization

Initial capitalization

Note 3—Initial capitalization

On June 21, 2019, Prior Century and Bayer entered into a Commitment Agreement to initially capitalize the Company. The Commitment Agreement called for capital contributions from Prior Century and Bayer as follows:

Century Capital Contributions

In exchange for issuing 67,226,891 common units to Prior Century, the Company acquired substantially all of Prior Century’s assets, assumed all of its liabilities and assumed the operations of Prior Century.

The Company evaluated the acquisition under the guidance within ASU 2017-01, “Clarifying the Definition of a Business” and concluded that the group of assets acquired did not meet the definition of a business, and, as such, the acquisition was accounted for under the asset acquisition model. The definition of a business was not met because substantially all the fair value of the assets acquired were concentrated in an in-process research and development (“IPR&D”) asset. In an asset acquisition, the total transaction cost is allocated between the acquired identified tangible and intangible assets based on relative fair value.

Total transaction costs for the assets acquired were $252,107, which was the fair value of the equity interests issued to Prior Century, with no additional capitalizable transaction costs. Equity issuance costs related to Prior Century were $407, which were recorded as a reduction to members’ equity. The relative fair value allocation was as follows:


	As of June 21, 2019
Cash and cash equivalents	$	25,163
IPR&D		225,946
Property and equipment		1,034
Other current assets		578
Other non-current assets		669
Current liabilities		(1,283)
Total	$	252,107

Under the asset acquisition model, an entity that acquires IPR&D assets follows the guidance in ASC 730, which requires that both tangible and intangible identifiable research and development assets with no alternative future use be initially allocated a portion of the consideration transferred and then charged to expense at the acquisition date. The IPR&D asset acquired was Prior Century’s comprehensive allogenic cell therapy platform. As the IPR&D asset has no alternative future use to the Company, the Company charged $225,946 to expense within its consolidated statements of operations in 2019.

Bayer Capital Contributions

In accordance with the Commitment Agreement, Bayer agreed to provide an aggregate cash capital contribution of $215,000. The Bayer cash commitment was split into capital contributions of $145,000 (“Tranche 1”) and $70,000 (“Tranche 2”). Tranche 2 was eliminated in connection with the Series C preferred financing. See Note 10.

Bayer Rights

In connection with the Commitment Agreement, Bayer was granted approval and veto rights over certain decisions related to the operations of the Company through its manager representation on the Company’s Board of Managers. Prior Century held similar rights.

Tranche 1 was funded in exchange for 26,143,790 common units, with $75,000 paid at closing and the remaining $70,000 due upon the Company meeting certain development milestones or in 3 years.

During 2019, the Company received $74,839 from Tranche 1, net of equity issuance costs of $161. The Company accounts for the $70,000 as a subscription receivable, which is recorded as contra-equity within its consolidated statements of changes in convertible preferred stock and stockholders’ equity (deficit).

On June 18, 2020, the Company, Prior Century and Bayer executed an amendment to the Commitment Agreement to modify the terms for the Company to receive the remaining Tranche 1 subscription receivable of $70,000. In November 2020, the Company received proceeds of $38,100 of the Tranche 1 subscription receivable. The remaining $31,900 was received in January 2021. The Commitment Agreement terminated in connection with the Series C Preferred financing, and Bayer has no obligation to invest any additional amounts. In addition, upon the closing of the Company’s IPO and the conversion of the Company’s preferred stock into common stock in connection therewith, all approval, veto and representation rights held by Bayer and other holders of preferred stock terminated.

Bayer Option Agreement

As a condition of the Tranche 1 closing, Bayer and Prior Century were required to enter into an Option Agreement, pursuant to which Bayer was provided the right of first refusal to acquire certain products researched and developed by the Company.

Asset purchase of Century Therapeutics Canada ULC

9 Months Ended

Sep. 30, 2021

Asset purchase of Century Therapeutics Canada ULC

Asset purchase of Century Therapeutics Canada ULC

Note 4—Asset purchase by Century Therapeutics Canada ULC

On June 9, 2020, Century Canada and the Company entered into an agreement with Empirica, a company focused on the development of adoptive immunotherapies against aggressive and treatment-resistant forms of cancers, including glioblastoma and brain metastasis. Under the terms of the Empirica Agreement, the Company acquired an IPR&D asset. Cash of $4,519 was paid at closing and transaction expenses totaled $203. The Company also deposited $1,506 in escrow (the “Escrow Deposit”). Release of the Escrow Deposit is subject to the terms of a promissory note, which provides for the funds to be released in equal annual installments over a three-year period related to continuing services by certain Empirica shareholders who are employed by the Company. In July 2021, the first annual installment of $523 was released from the Escrow Deposit. As of September 30, 2021 and December 31, 2020, accrued compensation expense on the promissory note was $136 and $282, which is presented within accrued expenses and other liabilities on the consolidated balance sheets.

Total consideration of the asset acquisition was as follows:


	June 9, 2020
Cash paid to Sellers at close	$	4,516
Seller expenses paid by the Company		3
Buyer transaction expenses		203
Total consideration	$	4,722

IPR&D	$	4,722

As the IPR&D asset has no alternative future use, the Company charged $4,722 to expense within its consolidated statements of operations for the nine months ended September 30, 2020.

Financial instruments and fair value measurements

9 Months Ended

Sep. 30, 2021

Financial instruments and fair value measurements

Financial instruments and fair value measurements

Note 5—Financial instruments and fair value measurements

The following table sets forth the Company’s assets that were measured at fair value as of September 30, 2021, by level within the fair value hierarchy:


	Level 1		Level 2		Level 3		Total
Cash equivalents	$	96,116		—		—	$	96,116
U.S. Treasury		35,962		—		—		35,962
Corporate bonds		—		263,091		—		263,091
Total	$	132,078	$	263,091	$	—	$	395,169

The following table sets forth the Company’s assets that were measured at fair value as of December 31, 2020, by level within the fair value hierarchy:


	Level 1		Level 2		Level 3		Total
Cash equivalents	$	24,284		—		—	$	24,284
U.S. Treasury		9,525		—		—		9,525
Corporate bonds		—		40,070		—		40,070
Total	$	33,809	$	40,070	$	—	$	73,879

There were no transfers between levels during the period ended September 30, 2021. The Company uses the services of its investment manager, which uses widely accepted models for assumptions in valuing securities with inputs from major third-party data providers.

The Company classifies all of its investments in fixed maturity debt securities as available-for-sale and, accordingly, are carried at estimated fair value.

The amortized cost, gross unrealized gains and losses, and fair value of investments in fixed maturity securities are as follows as of September 30, 2021:


			Gross		Gross
			Unrealized		Unrealized
	Amortized Cost		Gains		Losses		Fair Value
U.S. Treasury	$	35,967	$	6	$	(11)	$	35,962
Corporate bonds		263,106		34		(49)		263,091
Total	$	299,073	$	40	$	(60)	$	299,053

The amortized cost, gross unrealized gains and losses, and fair value of investments in fixed maturity securities are as follows as of December 31, 2020:


			Gross		Gross
			Unrealized		Unrealized
	Amortized Cost		Gains		Losses		Fair Value
U.S. Treasury	$	9,518	$	7	$	—	$	9,525
Corporate bonds		40,069		8		(7)		40,070
Total	$	49,587	$	15	$	(7)	$	49,595

The following table provides the maturities of our fixed maturity available-for-sale securities:


	September 30, 2021		December 31, 2020
Less than one year	$	193,860	$	48,542
One to five years		105,193		1,053
	$	299,053	$	49,595

The Company has evaluated the unrealized losses on the fixed maturity securities and determined that they are not attributable to credit risk factors. For fixed maturity securities, losses in fair value are viewed as temporary if the fixed maturity security can be held to maturity and it is reasonable to assume that the issuer will be able to service the debt, both as to principal and interest.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Prepaid expenses and other current assets

9 Months Ended

Sep. 30, 2021

Prepaid expenses and other current assets.

Prepaid expenses and other current assets

Note 6—Prepaid expenses and other current assets

The following is a summary of prepaid expenses and other current assets:


	September 30,		December 31,
	2021		2020
Research and development	$	125	$	97
Insurance		2,209		—
Software licenses and other		1,714		760
Reimbursement receivable		191		908
Warranties		505		240
Other		—		256
Total prepaid expenses and other current assets	$	4,744	$	2,261

Property and equipment, net

9 Months Ended

Sep. 30, 2021

Property and equipment, net

Property and equipment, net

Note 7—Property and equipment, net

The following is a summary of property and equipment, net:


	September 30,		December 31,
	2021		2020
Lab equipment	$	15,144	$	8,941
Leasehold improvements		8,109		1,964
Construction in progress		27,701		5,771
Computer software and equipment		1,415		214
Furniture and fixtures		535		76
Total		52,904		16,966
Less: Accumulated depreciation		(4,278)		(1,581)
Property and equipment, net	$	48,626	$	15,385

Depreciation expense was $1,044 and $410 for the three months ended September 30, 2021 and 2020, respectively. Depreciation expense was $2,697 and $892 for the nine months ended September 30, 2021 and 2020, respectively.

Accrued expenses and other liabilities

9 Months Ended

Sep. 30, 2021

Accrued expenses and other liabilities

Accrued expenses and other liabilities

Note 8—Accrued expenses and other liabilities

The following is a summary of accrued expenses:


	September 30,		December 31,
	2021		2020
Payroll and bonuses	$	2,989	$	3,132
Interest		80		82
Professional and legal fees		3,433		524
Operating lease liability, current		640		240
Other		116		52
Total accrued expenses and other liabilities	$	7,258	$	4,030

Long-term debt

9 Months Ended

Sep. 30, 2021

Long-term debt

Long-term debt

Note 9—Long-term debt

The following is a summary of the Company’s indebtedness:


	September 30, 2021		December 31, 2020
Principal	$	10,000	$	10,000
Less: Debt discount attributable to warrants, net of accretion		(29)		(43)
Less: Unamortized deferred financing cost, net of accretion		(106)		(321)
Long-term debt, net	$	9,865	$	9,636

On September 14, 2020, the Company entered into a $10.0 million Term Loan Agreement (the “Loan Agreement”) with Hercules Capital, Inc. (“Hercules”). Pursuant to the terms of the Loan Agreement, the Company borrowed $10.0 million (the “Tranche 1 Advance”) from the lenders at closing. Beginning January 1, 2021 and upon the achievement of certain development milestones and continuing through September 30, 2021 the Company may borrow an additional $10.0 million (the “Tranche 2 Advance”). The remaining $10.0 million tranche (“Tranche 3 Advance”) is subject to Hercules’ investment committee’s sole discretion.

The Loan Agreement has a four-year term, has a minimum cash covenant and an interest-only period of up to 24 months. If the Tranche 2 Advance is not drawn or the Company has achieved certain development milestones by September 30, 2021, then there is no minimum cash requirement. As of September 30, 2021, there is no longer a minimum cash requirement since the Company has achieved certain development milestones and did not draw down the Tranche 2 Advance. The Company was in compliance with all provisions of the Loan Agreement as of September 30, 2021. Amounts borrowed under the Loan Agreement accrue interest at a floating rate per annum (based on a year of 360 days) equal to (i) the sum of (a) the greater of 6.30% plus (b) the prime rate as reported in The Wall Street Journal on the last business day of the month that immediately precedes the month in which the interest will accrue or (ii) 9.55%. The interest rate as of September 30, 2021 was 9.55%.

The Company incurred $410 in deferred financing costs. The Company is also required to pay the lenders an end of term fee of 3.95% of loan proceeds upon repayment or prepayment of any loans made under the Loan Agreement. The end of term fee is being recognized as interest expense and accreted over the term of the Loan Agreement using the effective interest method. The Company is also required to pay Hercules a prepayment charge equal to 2.00% of the loan amounts prepaid during the interest-only period and 1.00% thereafter on any loans made under the Loan Agreement.

The Company granted Hercules a lien on substantially all of the Company’s assets, excluding intellectual property.

The Company issued to Hercules warrants to purchase up to an aggregate of 16,112 shares of common stock. The warrants are exercisable for a period of ten years from the date of the issuance of each warrant at a per share exercise price equal to $13.96, subject to certain adjustments as specified in the warrants. The fair value of the warrants at issuance was $46. The Company accounted for the warrants as equity, and the fair value is recorded in additional paid-in capital. The warrant value is also recorded as a debt discount and classified as a contra- liability on the consolidated balance sheet and amortized to interest expense. If the Company borrows on the remaining two tranche advances outlined above, the Company will be required to issue warrants to Hercules equal to 2.25% of the aggregate amount funded.

Interest expense of the Loan Agreement is as follows:


	For the Three		For the Three		For the Nine		For the Nine
	Months Ended		Months Ended		Months Ended		Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Interest expense	$	245	$	45	$	725	$	45
Amortization of debt issuance costs, including end of term fee accretion		77		14		229		14
	$	322	$	59	$	954	$	59

Included in accrued expenses in the accompanying consolidated balance sheets as of September 30, 2021 and December 31, 2020 were $80 and $82 of accrued interest.

Future principal payments due (including the end of term fee) under the Loan Agreement are as follows (in thousands):


	Principal Payments
2021	$	—
2022		1,039
2023		6,603
2024		2,753
2025		—
Total future payments	$	10,395

Stockholders? Equity (Deficit)

9 Months Ended

Sep. 30, 2021

Stockholders? Equity

Stockholders? Equity

Note 10—Stockholders’ Equity (Deficit)

On February 25, 2021, the Company converted from a Delaware limited liability company to a Delaware corporation, and changed its name to CenturyTx, Inc. Upon completion of this conversion, Prior Century merged with and into CenturyTx, Inc., with CenturyTx, Inc. as the surviving entity and changed its name to “Century Therapeutics, Inc.” In connection with this merger, the holders of equity interests, including Series A Preferred Stock, common stock, restricted common stock and stock options in Prior Century received equivalent equity interests in Century Therapeutics, Inc. Bayer’s common units in the Company were converted into Series B Preferred Stock.

Upon the execution of the preceding conversion on February 25, 2021, the Company entered into a stock purchase agreement with existing and new investors whereby the Company issued and sold 24,721,999 shares of Series C Preferred Stock with a par value of $0.0001, to investors at a price of $6.472 per shares for gross proceeds of $160,000.

Pursuant to its Amended Articles of Incorporation filed on February 25, 2021, the Company was authorized to issue 125,236,190 shares of $0.0001 par value common stock and 85,865,789 shares of $0.0001 par value Preferred Stock. Of the Preferred Stock, 35,000,000 shares are designated as Series A Preferred Stock, 26,143,790 are designated as Series B Preferred Stock and 24,721,999 are designated as Series C Preferred Stock.

On June 22, 2021 when the Company closed its IPO, all outstanding shares of the Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock were converted into an aggregate of 34,126,528 shares of Common Stock automatically and without any action on the part of the holder thereof. The per share conversion price of each of the Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock was equal to $1.00, $5.55 and $6.472, respectively. The Company is authorized to issue up to 300,000,000 shares of common stock with a par value of $0.0001 per share and 10,000,000 shares of undesignated preferred stock with a par value of $0.0001 per share.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies.

Commitments and Contingencies

Note 11—Commitments and contingencies

From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues a liability for such matters when future expenditures are probable and such expenditures can be reasonably estimated.

Distributed Bio Master Service Agreement

On July 24, 2019, the Company entered into a Master Service Agreement with Distributed Bio, Inc (“DBio”), whereby DBio will screen for protein binders that bind to specific therapeutic targets. The Company pays for such services according to a payment schedule, and if the Company brings the protein binders into the clinic for further development, DBio will receive milestone payments of up to $16,100 in total for each product as the products move through the clinical development and regulatory approval processes.

The Company had accrued expenses of $151 and $244 within accrued expenses and other liabilities as of September 30, 2021 and December 31, 2020, respectively, in its consolidated balance sheets related to the Master Service Agreement.

iCELL Inc. Sublicense Agreement

In March 2020, the Company entered into a Sublicense Agreement with iCELL Inc (“iCELL”) whereby iCELL granted the Company a license of certain patents and technology. The Company will pay iCELL royalties in the low single digits on net sales of the licensed product. In addition to the earned royalties, the Company will pay one- time sales milestones for the first time sales of the licensed product exceeding thresholds in a single calendar year, to a maximum of $70,000. iCELL will receive payments of up to $4,250 in development and regulatory approval milestone payments.

Leases

9 Months Ended

Sep. 30, 2021

Leases

Leases

Note 12—Leases

The Company has commitments under operating leases for certain facilities used in its operations. The Company maintains security deposits on certain leases in the amounts of $1,408 and $909 within security deposits in its consolidated balance sheets at September 30, 2021 and December 31, 2020, respectively. The Company’s leases have initial lease terms ranging from 5 to 16 years. Certain lease agreements contain provisions for future rent increases.

The following table reflects the components of lease expense:


	For the		For the		For the		For the
	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Operating lease expense:
Fixed lease cost	$	597	$	295	$	1,659	$	547
Variable lease cost		119		44		557		70
Short term lease expense		653		620		1,963		1,729
Total operating lease expense	$	1,369	$	959	$	4,179	$	2,346

The following table reflects supplemental balance sheet information related to leases:


		As of		As of
		September 30,		December 31,
	Location in Balance Sheet	2021		2020

Operating lease right-of-use asset, net	Operating lease right-of-use asset, net	$	12,037	$	9,392
Operating lease liability, current	Accrued expenses and other liabilities	$	640	$	240
Operating lease liability, long-term	Operating lease liability, long-term		14,750		11,679
Total operating lease liability		$	15,390	$	11,919

The following table reflects supplement lease term and discount rate information related to leases:


	As of September 30, 2021		As of December 31, 2020
Weighted-average remaining lease terms - operating leases	8.24 years		10.2 years
Weighted-average discount rate - operating leases	9.0	%	9.0	%

The following table reflects supplemental cash flow information related to leases as of the periods indicated:


	For the Nine Months Ended		For the Nine Months Ended
	September 30, 2021		September 30, 2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	176	$	1,222
Right-of-use assets obtained in exchange for lease obligations:	$	3,295	$	9,522

The following table reflects future minimum lease payments under noncancelable leases as of September 30, 2021:


	Operating Leases
2021	$	2,536
2022		2,766
2023		2,671
2024		2,743
2025		2,747
Thereafter		16,923
Total lease payments		30,386
Less: Imputed interest		(10,506)
Less: Tenant incentive receivable		(4,491)
Total	$	15,389

The Company entered into one lease that had not commenced at September 30, 2021. As a result, future lease payments of approximately $17.3 million are not recorded on the Company’s consolidated balance sheets. The lease commences in January 2022 with a non-cancelable term of 10 years.

Basic and diluted net loss per common share

9 Months Ended

Sep. 30, 2021

Basic and diluted net loss per common share

Basic and diluted net loss per common share

Note 13—Basic and diluted net loss per common share

Basic and diluted net loss per common share is calculated as follows:


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2021		2020		2021		2020
Numerator
Net loss	$	(26,009)	$	(13,070)	$	(67,630)	$	(38,044)

Denominator
Weighted-average common shares for basic and diluted net loss per share		54,472,650		7,481,861		24,838,250		7,481,861

Basic and diluted net loss per common share	$	(0.48)	$	(1.75)	$	(2.72)	$	(5.08)

The Company’s potentially dilutive securities, which include the convertible preferred stock, restricted stock, warrants, early exercised stock options and stock options to purchase shares of the Company’s common stock, have been excluded from the computation of dilutive net loss per share as the effect would be antidilutive. Therefore, the weighted- average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potential shares of common stock presented based on amounts outstanding at each stated period end, from the computation of diluted net loss per share for the nine months ended September 30, 2021 and 2020 because including them would have had an anti-dilutive effect.


	Nine Months Ended	Nine Months Ended
	September 30,	September 30,
	2021	2020
Stock options to purchase common stock	5,706,130	2,809,969
Early exercised stock options subject to future vesting	1,079,794	43,424
Restricted stock award subject to future vesting	818,214	1,163,630
Warrants on long term debt	32,009	16,112
Convertible preferred stock	—	61,143,790
Total	7,636,147	65,176,925

Defined contribution plan

9 Months Ended

Sep. 30, 2021

Defined contribution plan

Defined contribution plan

Note 14—Defined contribution plan

The Company has a 401(k) Employee Savings Plan (“401(k) Plan”) that is available to all employees of the Company. The Company has elected a Safe-Harbor provision for the 401(k) Plan in which participants are always fully vested in their employer contributions. Prior Century matches 100% of the first 3% of participating employee contributions and 50% of the next 2% of participating employee contributions. Contributions are made in cash. Contributions were approximately $88 and $82 for the three months ended September 30, 2021 and 2020, respectively, and $449 and $217 for the nine months ended September 30, 2021 and 2020 respectively. Such contribution expense has been recognized in the consolidated statement of operations for each period.

Stock based compensation

9 Months Ended

Sep. 30, 2021

Stock based compensation

Stock based compensation

Note 15—Stock-based compensation

As part of the merger discussed in Note 2 above, the Company adopted from Prior Century, the 2018 Stock Option and Grant Plan (the “Plan”). The Plan provides for the Company to sell or issue common stock or restricted common stock, or to grant incentive stock options or nonqualified stock options for the purchase of common stock, to employees, members of the Board of Directors, and consultants of the Company under

terms and provisions established by the Board of Directors. Under the terms of the Plan, options may be granted at an exercise price not less than fair market value. the Company generally grants stock-based awards with service conditions only. Stock awards granted typically vest over a four-year period but may be granted with different vesting terms. On June 17, 2021, this plan was replaced by the Century Therapeutics, Inc. 2021 Equity Incentive Plan (the “2021 Incentive Plan”) and future issuances of incentive awards will be governed by that plan.

Upon adoption of the 2021 Incentive Plan, the Company was authorized to issue 5,481,735 shares of Common Stock under the 2021 Incentive Plan (which represents 5,640,711 shares of Common Stock initially available for grant under the 2021 Incentive Plan less 158,976 shares of Common Stock reserved for issuance upon the exercise of previously granted stock options that remain outstanding under the 2018 Incentive Plan).

The 2021 Employee Stock Purchase Plan (the “2021 ESPP”) was approved by the board of directors on May 27, 2021. A total of 548,246 shares of common stock were initially reserved for issuance under this plan. No shares are issued or outstanding under the 2021 ESPP.

The Company recognizes the costs of the stock-based payments as the employees vest in the awards. For the three and nine months ended September 30, 2021, the Company recognized $1,220 and $3,026 of stock-based compensation expense within the consolidated statement of operations. For the three and nine months ended September 30, 2020, the Company recognized $144 and $502 of stock-based compensation expense within the consolidated statement of operations.

Stock Options

The following table summarizes stock option activity for the period ended September 30, 2021:


		Weighted Average
				Remaining
				Contractual
				Term
	Shares	Exercise Price		(years)
Outstanding January 1, 2021	3,882,328	$	1.06	9.11
Granted	3,266,871		8.84	—
Exercised - vested	(127,385)		1.09	—
Exercised - unvested	(1,092,668)		2.83	—
Forfeited	(58,949)		2.17	—
Cancelled	(164,067)		7.27	—
Outstanding, September 30, 2021	5,706,130	$	5.03	8.59
Exercisable at September 30, 2021	3,446,743		3.98	8.75

The weighted average grant date fair value of awards for options granted during the period ended September 30, 2021 was $5.25. As of September 30, 2021, there was $17,099 of total unrecognized compensation expense related to unvested stock options with time-based vesting terms, which is expected to be recognized over a weighted average period of 3.07 years.

During 2020, the Company issued 213,624 performance-based awards, respectively, that vest upon contingent events. The performance condition for these awards were achieved as of June 30, 2021. As a result, the Company recorded compensation expense related to the performance-based awards of $227 during the nine months ended September 30, 2021.

The Company estimates the fair value of its option awards to employees and directors using Black-Scholes, which requires inputs and subjective assumptions, including (i) the expected stock price volatility, (ii) the calculation of the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. Due to the lack of substantial company-specific historical and implied volatility data of its common stock, the Company has based its estimate of expected volatility on the historical volatility of a group of similar public

companies. When selecting these companies on which it has based its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry and with historical share price information sufficient to meet the expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available.

The Company has never paid dividends and does not expect to in the foreseeable future. The expected term of the options granted to employees is derived from the “simplified” method as described in Staff Accounting Bulletin 107 relating to stock-based compensation. The risk-free interest rates for periods within the expected term of the option are based on the U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The Company will account for actual forfeitures as they occur.

The weighted-average assumptions used to calculate the fair value of stock options granted are as follows:


	September 30, 2021
Expected dividend rate	—
Expected option term (years)	6.09
Expected volatility	69.64	%
Risk-free interest rate	1.07	%

Restricted Stock

The following table summarizes restricted stock activity as of September 30, 2021 and December 31, 2020:


		Weighted Average
	Shares	Grant Date Fair Value
Total Unvested December 31, 2020	1,053,502	$	0.35
Granted	194,320		16.95
Vested	(429,608)		1.40
Total Unvested September 30, 2021	818,214	$	3.75

Pursuant to certain stock purchase agreements containing vesting and other provisions, the Company has the right to repurchase unvested shares.

As of September 30, 2021, there was $3,065 of total unrecognized compensation expense related to the unvested restricted stock with time-based vesting terms, which is expected to be recognized over a weighted average period of 1.65 years. All restricted stock vests over a four-year period.

Early-Exercise of Unvested Equity Awards

As part of the merger, the Company assumed a deposit liability from Prior Century. Certain equity award holders early exercised unvested equity awards. The cash received upon early exercise of options of $3,220 was recorded as a deposit liability on the Company’s balance sheet as of September 30, 2021.

Related party transactions

9 Months Ended

Sep. 30, 2021

Related party transactions

Related party transactions

Note 16—Related party transactions

License Agreements and Collaborative Agreements with Shareholder of Equity Method Investor

As part of the Commitment Agreement, the Company acquired licenses and other contracts from Prior Century that were originally entered into by Prior Century and FUJIFILM Cellular Dynamics, Inc. (“FCDI”). FCDI is a shareholder of Century. The acquired licenses and other contracts with FCDI are as follows:

FCDI Licenses

The Company acquired from Prior Century a non-exclusive license agreement with FCDI. The license provides the Company with certain patents and know-how related to the reprogramming of human somatic cells to induce pluripotent stem cell(s) (“iPSCs”) (“License Agreement”). Under this agreement, the Company is required to make certain developmental and regulatory milestone payments as well as royalty payments upon commercialization. Royalties are in the low single digits on the sale of all licensed products.

The Company also acquired from Prior Century an exclusive license agreement with FCDI. The license provides the Company with patents and know-how related to human iPSC exclusively manufactured by FCDI.

The potential development and regulatory milestone payments to be paid by the Company to FCDI are $6,000.

FCDI Collaboration Agreement

In October 2019, the Company entered into the Master Collaboration Agreement with FCDI, whereby FCDI will provide certain services to the Company to develop and manufacture iPSCs and immune cells derived therefrom. FCDI will provide services in accordance with the approved research plan and related research budget. The initial research plan covers the period from October 2019 through March 31, 2022, with the related research budget totaling $30,400.

During the three and nine months ended September 30, 2021, the Company made payments of $3,496 and $11,280 and incurred research and development expenses of $3,803 and $10,966, and legal fees of $14 and $70, recorded within general and administrative expenses in its consolidated statements of operations and comprehensive loss. As of September 30, 2021, there was $2,691 in accounts payable related to this agreement on the consolidated balance sheets. As of December 31, 2020, there was $1,844 in accounts payable on the consolidated balance sheets.

During the three and nine months ended September 30, 2020, the Company made payments of $1,521 and $3,710, and incurred research and development expenses of $1,776 and $6,435, and legal fees of $16 and $43, recorded within general and administrative expenses in its consolidated statements of operations and comprehensive loss.

Consulting Arrangements with Shareholders of Equity Method Investor

In 2019, the Company entered into arrangements with two shareholders of the Company, wherein the shareholders provide consulting services to the Company. As compensation for the consulting services, the shareholders are entitled to an annual retainer fee of $125, payable quarterly, along with payment of reasonable expenses associated with providing the consulting services. The Company paid $0 and $56 related to these consulting arrangements that were included in research and development expenses in the consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021, respectively. As of September 30, 2021 and December 31, 2020, there was $18 in accrued expenses related to this agreement on the consolidated balance sheets. The Company paid $31 and $75 related to these consulting arrangements that were included in research and development expenses in the consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2020, respectively.

Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events

Subsequent Events

Note 17—Subsequent Events

On October 1, 2021, the Company entered into a strategic six-month research funding agreement with Outpace Bio, Inc. ("Outpace"), whereby the Company will provide funding to enable Outpace to nominate binder-spacer combinations for use in chimeric antigen receptors for the Company’s immune-effector cells. In exchange for the funding and support by the Company, Outpace will share their research data and results and further grant the Company an exclusive option to negotiate for additional rights to Outpace’s intellectual

property. The Company has committed up to $0.5 million of funding for the duration of the agreement. There have been no costs associated with the research funding agreement as of September 30, 2021.

Summary of significant accounting policies and basis of presentation (Policies)

9 Months Ended

Sep. 30, 2021

Basis of presentation

Merger and capital restructuring

stock of the Company as if those effects happened as of January 1, 2020. See Note 10 for further information on the Company’s capital restructuring.

Reverse Stock Split

Segment information

Use of estimates

Concentration of credit risk and other risks and uncertainties

Fair value of financial instruments

Level 1

Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

Level 2

Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active;

Level 3

Inputs are unobservable in which there is little or no market data available, which require the reporting entity to develop its own assumptions that are unobservable.

Cash and cash equivalents

Management considers all highly liquid investments with an insignificant interest rate risk and original maturities of three months or less to be cash equivalents.

Restricted cash


	September 30, 2021		December 31, 2020
Cash and cash equivalents	$	101,292	$	27,211
Restricted cash		1,717		517
Cash, cash equivalents, and restricted cash	$	103,009	$	27,728

Fixed maturity securities

Foreign currency translation

Basic and diluted net loss per common shares

Recent accounting pronouncements

Recently Adopted Accounting Pronouncements

permitted. The Company adopted this standard on January 1, 2021 and adoption had no impact on its consolidated financial statements.

Restricted stock

Basic and diluted net loss per common shares

Restricted stock

Stock Options

Stock based compensation

Early exercised options


	September 30, 2021	December 31, 2020
Total shares legally outstanding	56,539,388	8,865,992
Less: unvested early exercised shares	(1,079,794)	(330,629)
Less: unvested restricted stock	(818,214)	(1,053,502)
Total shares issued and outstanding	54,641,380	7,481,861

Summary of significant accounting policies and basis of presentation (Tables)

9 Months Ended

Sep. 30, 2021

Summary of significant accounting policies and basis of presentation

Schedule of reconciliation of the Company's cash, cash equivalents, and restricted cash


	September 30, 2021		December 31, 2020
Cash and cash equivalents	$	101,292	$	27,211
Restricted cash		1,717		517
Cash, cash equivalents, and restricted cash	$	103,009	$	27,728

Reconciliation of shares issued and outstanding


	September 30, 2021	December 31, 2020
Total shares legally outstanding	56,539,388	8,865,992
Less: unvested early exercised shares	(1,079,794)	(330,629)
Less: unvested restricted stock	(818,214)	(1,053,502)
Total shares issued and outstanding	54,641,380	7,481,861

Initial capitalization (Tables)

9 Months Ended

Sep. 30, 2021

Asset Acquisition [Line Items]

Schedule of relative fair value allocation


	June 9, 2020
Cash paid to Sellers at close	$	4,516
Seller expenses paid by the Company		3
Buyer transaction expenses		203
Total consideration	$	4,722

IPR&D	$	4,722

Prior Century's Assets

Asset Acquisition [Line Items]

Schedule of relative fair value allocation


	As of June 21, 2019
Cash and cash equivalents	$	25,163
IPR&D		225,946
Property and equipment		1,034
Other current assets		578
Other non-current assets		669
Current liabilities		(1,283)
Total	$	252,107

Asset purchase of Century Therapeutics Canada ULC (Tables)

9 Months Ended

Sep. 30, 2021

Asset purchase of Century Therapeutics Canada ULC

Schedule of consideration of the asset acquisition


	June 9, 2020
Cash paid to Sellers at close	$	4,516
Seller expenses paid by the Company		3
Buyer transaction expenses		203
Total consideration	$	4,722

IPR&D	$	4,722

Financial instruments and fair value measurements (Tables)

9 Months Ended

Sep. 30, 2021

Financial instruments and fair value measurements

Schedule of assets measured at fair value by level within the fair value hierarchy


	Level 1		Level 2		Level 3		Total
Cash equivalents	$	96,116		—		—	$	96,116
U.S. Treasury		35,962		—		—		35,962
Corporate bonds		—		263,091		—		263,091
Total	$	132,078	$	263,091	$	—	$	395,169


	Level 1		Level 2		Level 3		Total
Cash equivalents	$	24,284		—		—	$	24,284
U.S. Treasury		9,525		—		—		9,525
Corporate bonds		—		40,070		—		40,070
Total	$	33,809	$	40,070	$	—	$	73,879

Schedule of investments in fixed maturity securities


			Gross		Gross
			Unrealized		Unrealized
	Amortized Cost		Gains		Losses		Fair Value
U.S. Treasury	$	35,967	$	6	$	(11)	$	35,962
Corporate bonds		263,106		34		(49)		263,091
Total	$	299,073	$	40	$	(60)	$	299,053


			Gross		Gross
			Unrealized		Unrealized
	Amortized Cost		Gains		Losses		Fair Value
U.S. Treasury	$	9,518	$	7	$	—	$	9,525
Corporate bonds		40,069		8		(7)		40,070
Total	$	49,587	$	15	$	(7)	$	49,595

Schedule of maturities of fixed maturity available-for-sale securities


	September 30, 2021		December 31, 2020
Less than one year	$	193,860	$	48,542
One to five years		105,193		1,053
	$	299,053	$	49,595

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Prepaid expenses and other current assets (Tables)

9 Months Ended

Sep. 30, 2021

Prepaid expenses and other current assets.

Schedule of summary of prepaid expenses and other current assets


	September 30,		December 31,
	2021		2020
Research and development	$	125	$	97
Insurance		2,209		—
Software licenses and other		1,714		760
Reimbursement receivable		191		908
Warranties		505		240
Other		—		256
Total prepaid expenses and other current assets	$	4,744	$	2,261

Property and equipment, net (Tables)

9 Months Ended

Sep. 30, 2021

Property and equipment, net

Schedule of summary of property and equipment, net


	September 30,		December 31,
	2021		2020
Lab equipment	$	15,144	$	8,941
Leasehold improvements		8,109		1,964
Construction in progress		27,701		5,771
Computer software and equipment		1,415		214
Furniture and fixtures		535		76
Total		52,904		16,966
Less: Accumulated depreciation		(4,278)		(1,581)
Property and equipment, net	$	48,626	$	15,385

Accrued expenses and other liabilities (Tables)

9 Months Ended

Sep. 30, 2021

Accrued expenses and other liabilities

Schedule of summary of accrued expenses


	September 30,		December 31,
	2021		2020
Payroll and bonuses	$	2,989	$	3,132
Interest		80		82
Professional and legal fees		3,433		524
Operating lease liability, current		640		240
Other		116		52
Total accrued expenses and other liabilities	$	7,258	$	4,030

Long-term debt (Tables)

9 Months Ended

Sep. 30, 2021

Long-term debt

Summary of the Company's indebtedness


	September 30, 2021		December 31, 2020
Principal	$	10,000	$	10,000
Less: Debt discount attributable to warrants, net of accretion		(29)		(43)
Less: Unamortized deferred financing cost, net of accretion		(106)		(321)
Long-term debt, net	$	9,865	$	9,636

Schedule of interest expense of the Loan Agreement


	For the Three		For the Three		For the Nine		For the Nine
	Months Ended		Months Ended		Months Ended		Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Interest expense	$	245	$	45	$	725	$	45
Amortization of debt issuance costs, including end of term fee accretion		77		14		229		14
	$	322	$	59	$	954	$	59

Schedule of future principal payments due

Future principal payments due (including the end of term fee) under the Loan Agreement are as follows (in thousands):


	Principal Payments
2021	$	—
2022		1,039
2023		6,603
2024		2,753
2025		—
Total future payments	$	10,395

Leases (Tables)

9 Months Ended

Sep. 30, 2021

Leases

Schedule of components of lease expenses


	For the		For the		For the		For the
	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Operating lease expense:
Fixed lease cost	$	597	$	295	$	1,659	$	547
Variable lease cost		119		44		557		70
Short term lease expense		653		620		1,963		1,729
Total operating lease expense	$	1,369	$	959	$	4,179	$	2,346

Schedule of Supplemental Balance Sheet Information Related to Leases

The following table reflects supplemental balance sheet information related to leases:


		As of		As of
		September 30,		December 31,
	Location in Balance Sheet	2021		2020

Operating lease right-of-use asset, net	Operating lease right-of-use asset, net	$	12,037	$	9,392
Operating lease liability, current	Accrued expenses and other liabilities	$	640	$	240
Operating lease liability, long-term	Operating lease liability, long-term		14,750		11,679
Total operating lease liability		$	15,390	$	11,919

Schedule of supplemental lease term and discount rate information related to leases

The following table reflects supplement lease term and discount rate information related to leases:


	As of September 30, 2021		As of December 31, 2020
Weighted-average remaining lease terms - operating leases	8.24 years		10.2 years
Weighted-average discount rate - operating leases	9.0	%	9.0	%

Schedule of supplemental cash flow information related to leases

The following table reflects supplemental cash flow information related to leases as of the periods indicated:


	For the Nine Months Ended		For the Nine Months Ended
	September 30, 2021		September 30, 2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	176	$	1,222
Right-of-use assets obtained in exchange for lease obligations:	$	3,295	$	9,522

Schedule of Future minimum lease payments of operating leases


	Operating Leases
2021	$	2,536
2022		2,766
2023		2,671
2024		2,743
2025		2,747
Thereafter		16,923
Total lease payments		30,386
Less: Imputed interest		(10,506)
Less: Tenant incentive receivable		(4,491)
Total	$	15,389

Basic and diluted net loss per common share (Tables)

9 Months Ended

Sep. 30, 2021

Basic and diluted net loss per common share

Schedule of basic and diluted net loss per shares of common stock


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2021		2020		2021		2020
Numerator
Net loss	$	(26,009)	$	(13,070)	$	(67,630)	$	(38,044)

Denominator
Weighted-average common shares for basic and diluted net loss per share		54,472,650		7,481,861		24,838,250		7,481,861

Basic and diluted net loss per common share	$	(0.48)	$	(1.75)	$	(2.72)	$	(5.08)

Schedule of potential shares of common stock excluded


	Nine Months Ended	Nine Months Ended
	September 30,	September 30,
	2021	2020
Stock options to purchase common stock	5,706,130	2,809,969
Early exercised stock options subject to future vesting	1,079,794	43,424
Restricted stock award subject to future vesting	818,214	1,163,630
Warrants on long term debt	32,009	16,112
Convertible preferred stock	—	61,143,790
Total	7,636,147	65,176,925

Stock based compensation (Tables)

9 Months Ended

Sep. 30, 2021

Stock based compensation

Schedule of stock option activity


		Weighted Average
				Remaining
				Contractual
				Term
	Shares	Exercise Price		(years)
Outstanding January 1, 2021	3,882,328	$	1.06	9.11
Granted	3,266,871		8.84	—
Exercised - vested	(127,385)		1.09	—
Exercised - unvested	(1,092,668)		2.83	—
Forfeited	(58,949)		2.17	—
Cancelled	(164,067)		7.27	—
Outstanding, September 30, 2021	5,706,130	$	5.03	8.59
Exercisable at September 30, 2021	3,446,743		3.98	8.75

Schedule of weighted-average assumptions


	September 30, 2021
Expected dividend rate	—
Expected option term (years)	6.09
Expected volatility	69.64	%
Risk-free interest rate	1.07	%

Schedule of restricted stock activity


		Weighted Average
	Shares	Grant Date Fair Value
Total Unvested December 31, 2020	1,053,502	$	0.35
Granted	194,320		16.95
Vested	(429,608)		1.40
Total Unvested September 30, 2021	818,214	$	3.75

Organization and description of the business (Details)	Jun. 21, 2019
Century Therapeutics, LLC \| Century Therapeutics, Inc. (Prior Century)
Organization and description of the business
Ownership percentage	72.00%

Organization and description of the business - Going concern and liquidity (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended						9 Months Ended
	Jun. 22, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Organization and description of the business
Gross proceeds from initial public offering								$ 221,402
Number of common shares issued upon conversion of redeemable convertible preferred stock	34,126,528
Net loss		$ (26,009)	$ (23,273)	$ (18,348)	$ (13,070)	$ (15,301)	$ (9,673)	(67,630)	$ (38,044)
Cash for operations								(64,651)	$ (28,049)
Amount of cash and cash equivalents on short and long term investments		$ 400,345						$ 400,345
Public offering
Organization and description of the business
Amount of shares offered	10,550,000
Additional shares offered	$ 20.00
Gross proceeds from initial public offering	$ 242,650
Net proceeds from underwritten public offering	221,402
Amount of underwriting discounts and commissions	16,985
Offering costs	$ 4,263
Over-Allotment Option [Member]
Organization and description of the business
Amount of shares offered	1,582,500

Summary of significant accounting policies and basis of presentation (Details)		9 Months Ended
	Jun. 11, 2021	Sep. 30, 2021 segment
Summary of significant accounting policies and basis of presentation
Reverse stock split	2.5161
Number of operating segment		1

Summary of significant accounting policies and basis of presentation - Restricted cash (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019
Summary of significant accounting policies and basis of presentation
Cash on deposit	$ 1,717	$ 517
Cash and cash equivalents	101,292	27,211
Restricted cash	1,717	517
Cash, cash equivalents, and restricted cash	$ 103,009	$ 27,728	$ 23,629	$ 44,064

Summary of significant accounting policies and basis of presentation - Early exercised options (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Summary of significant accounting policies and basis of presentation
Amount of deposit liability related to shares held by employees and nonemployees that were subject to repurchase	$ 3,220
Total shares legally outstanding	56,539,388	8,865,992
Less: unvested early exercised shares	(1,079,794)	(330,629)
Less: unvested restricted stock	(818,214)	(1,053,502)
Total shares issued and outstanding	54,641,380	7,481,861

Summary of significant accounting policies and basis of presentation - Restricted stock (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Oct. 31, 2019	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested shares				429,608
Stock based compensation expense		$ 1,220	$ 144	$ 3,026	$ 502
Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock issued				194,320		850,312	1,704,256
Purchase price (in dollars per share)						$ 0.70	$ 0.03
Shares repurchased	298,080
Shares repurchased price (in dollars per shares)	$ 1.03
Vested shares				1,632,594
Stock based compensation expense		$ 567	$ 39	$ 695	$ 117

Initial capitalization - Century capital contributions (Details) - Century Therapeutics, LLC $ in Thousands	Jun. 21, 2019 USD ($) shares
Initial capitalization
Common units issued \| shares	67,226,891
Transaction costs for the assets acquired	$ 252,107
Equity issuance costs reduced from members equity	$ (407)

Initial capitalization - Acquisitions (Details) - USD ($) $ in Thousands	Jun. 21, 2019	Sep. 30, 2021	Dec. 31, 2020
Asset Acquisition [Line Items]
Cash and cash equivalents		$ 101,292	$ 27,211
Property and equipment		48,626	15,385
Other current assets			256
Current liabilities		$ (19,868)	$ (12,112)
Prior Century's Assets
Asset Acquisition [Line Items]
Cash and cash equivalents	$ 25,163
IPR&D	225,946
Property and equipment	1,034
Other current assets	578
Other non-current assets	669
Current liabilities	(1,283)
Total	252,107
IPR&D expense	$ 225,946

Initial capitalization - Bayer Capital Contributions (Details) - USD ($) $ in Thousands			1 Months Ended		9 Months Ended	12 Months Ended
	Jun. 18, 2020	Jun. 21, 2019	Jan. 31, 2021	Nov. 30, 2020	Sep. 30, 2021	Dec. 31, 2019
Initial capitalization
Subscription receivable					$ 31,900
Bayer Health LLC
Initial capitalization
Cash capital commitment		$ 215,000
Bayer Health LLC \| Tranche 1
Initial capitalization
Cash capital commitment		$ 145,000
Units exchanged		26,143,790
Consideration paid at closing		$ 75,000
Consideration due upon achievement of certain developmental milestone		$ 70,000
Term of remaining consideration due		3 years
Subscription receivable						$ 74,839
Equity issuance costs						161
Subscription receivable						$ 70,000
Bayer Health LLC \| Tranche 1 \| Amendment to the Commitment Agreement
Initial capitalization
Subscription receivable	$ 70,000		$ 31,900	$ 38,100
Bayer Health LLC \| Tranche2
Initial capitalization
Cash capital commitment		$ 70,000

Asset purchase of Century Therapeutics Canada ULC (Details) - USD ($) $ in Thousands		1 Months Ended	9 Months Ended	12 Months Ended
	Jun. 09, 2020	Jul. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Asset purchase of Century Therapeutics Canada ULC
Release of escrow deposit			$ 523
In-process research and development (IPR&D) asset \| Empirica Agreement
Asset purchase of Century Therapeutics Canada ULC
Total consideration transferred	$ 4,519
Escrow deposit	1,506
Release of escrow deposit		$ 523
Total consideration of the asset acquisition
Cash paid to Sellers at close	4,516
Seller expenses paid by the Company	3
Buyer transaction expenses	203
Total consideration	4,722			$ 4,722
Total assets acquired	$ 4,722
In-process research and development (IPR&D) asset \| Empirica Agreement \| Accrued expenses and other liabilities
Asset purchase of Century Therapeutics Canada ULC
Accrued compensation expense			$ 136	$ 282

Financial instruments and fair value measurements - Assets measured at fair value (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Financial instruments and fair value measurements
Cash equivalents	$ 96,116	$ 24,284
Debt securities	299,053	49,595
Total assets	395,169	73,879
U.S. Treasury
Financial instruments and fair value measurements
Debt securities	35,962	9,525
Corporate bonds
Financial instruments and fair value measurements
Debt securities	263,091	40,070
Level 1
Financial instruments and fair value measurements
Cash equivalents	96,116	24,284
Total assets	132,078	33,809
Level 1 \| U.S. Treasury
Financial instruments and fair value measurements
Debt securities	35,962	9,525
Level 2
Financial instruments and fair value measurements
Total assets	263,091	40,070
Level 2 \| Corporate bonds
Financial instruments and fair value measurements
Debt securities	$ 263,091	$ 40,070

Financial instruments and fair value measurements - Transfers between levels (Details) $ in Thousands	Sep. 30, 2021 USD ($)
Financial instruments and fair value measurements
Transfer of assets from level 1 to level 2	$ 0
Transfer of assets from level 2 to level 1	$ 0

Financial instruments and fair value measurements - Investments in fixed maturity securities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Financial instruments and fair value measurements
Amortized Cost	$ 299,073	$ 49,587
Gross Unrealized Gains	40	15
Gross Unrealized Losses	(60)	(7)
Fair Value	299,053	49,595
U.S. Treasury
Financial instruments and fair value measurements
Amortized Cost	35,967	9,518
Gross Unrealized Gains	6	7
Gross Unrealized Losses	(11)
Fair Value	35,962	9,525
Corporate bonds
Financial instruments and fair value measurements
Amortized Cost	263,106	40,069
Gross Unrealized Gains	34	8
Gross Unrealized Losses	(49)	(7)
Fair Value	$ 263,091	$ 40,070

Financial instruments and fair value measurements - Maturities of fixed maturity available-for-sale securities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Financial instruments and fair value measurements
Less than one year	$ 193,860	$ 48,542
One to five years	105,193	1,053
Fair Value	$ 299,053	$ 49,595

Prepaid expenses and other current assets - Summary of prepaid expenses and other current assets (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Prepaid expenses and other current assets.
Research and development	$ 125	$ 97
Insurance	2,209
Software licenses and other	1,714	760
Reimbursement receivable	191	908
Warranties	505	240
Other		256
Total prepaid expenses and other current assets	$ 4,744	$ 2,261

Property and equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Property and equipment, net
Gross total	$ 52,904		$ 52,904		$ 16,966
Less: Accumulated depreciation	(4,278)		(4,278)		(1,581)
Property and equipment, net	48,626		48,626		15,385
Depreciation	1,044	$ 410	2,697	$ 892
Lab equipment
Property and equipment, net
Gross total	15,144		15,144		8,941
Leasehold improvements
Property and equipment, net
Gross total	8,109		8,109		1,964
Construction in progress
Property and equipment, net
Gross total	27,701		27,701		5,771
Computer software and equipment
Property and equipment, net
Gross total	1,415		1,415		214
Furniture and fixtures
Property and equipment, net
Gross total	$ 535		$ 535		$ 76

Accrued expenses and other liabilities - Summary of accrued expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Accrued expenses and other liabilities
Payroll and bonuses	$ 2,989	$ 3,132
Interest	80	82
Professional and legal fees	3,433	524
Operating lease liability, current	640	240
Other	116	52
Total accrued expenses and other liabilities	$ 7,258	$ 4,030

Long-term debt (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Long-term debt
Principal	$ 10,000	$ 10,000
Less: Debt discount attributable to warrants, net of accretion	(29)	(43)
Less: Unamortized deferred financing cost, net of accretion	(106)	(321)
Long-term debt, net	$ 9,865	$ 9,636

Long-term debt - Term Loan Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands		9 Months Ended
	Sep. 14, 2020	Sep. 30, 2021	Dec. 31, 2020
Long-term debt
Deferred financing costs		$ 106	$ 321
Warrants to purchase units	16,112
Warrants term	10 years
Warrants exercise price	$ 13.96
Fair value of the warrants at issuance	$ 46,000
Warrants to be issued percentage	2.25%
Loan Agreement
Long-term debt
Loan amount	$ 10,000
Term	4 years
Interest only payment period	24 months
Debt interest rate	9.55%	9.55%
Deferred financing costs	$ 410,000
Percentage of term fee	3.95%
Loan Agreement \| Loan amounts prepaid during the interest-only period
Long-term debt
Prepayment charges percentage	2.00%
Loan Agreement \| Loan amounts prepaid after the interest-only period
Long-term debt
Prepayment charges percentage	1.00%
Loan Agreement \| Minimum
Long-term debt
Debt interest rate	6.30%
Tranche 1
Long-term debt
Loan amount	$ 10,000
Tranche 2
Long-term debt
Loan amount		$ 10,000
Tranche 2 \| Tranche 2 Advance is not drawn or the Company has achieved certain development milestones
Long-term debt
Minimum cash requirement	$ 0
Tranche 3
Long-term debt
Loan amount		$ 10,000

Long-term debt - Interest Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Long-term debt
Interest expense	$ 245	$ 45	$ 725	$ 45
Amortization of debt issuance costs, including end of term fee accretion	77	14	229	14
Interest expense	322	$ 59	954	$ 59
Accrued interest	80		80		$ 82
Accrued expenses and other liabilities
Long-term debt
Accrued interest	$ 80		$ 80		$ 82

Long-term debt - Future principal payments due (Details) $ in Thousands	Sep. 30, 2021 USD ($)
Future principal payments due
2022	$ 1,039
2023	6,603
2024	2,753
Total future payments	$ 10,395

Stockholders? Equity (Deficit) (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended	9 Months Ended
	Jun. 22, 2021	Feb. 25, 2021	Mar. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Stockholders Equity
Proceeds from issuance of Series C preferred stock, net of issuance costs				$ 159,628
Preferred Stock, Shares Authorized	10,000,000			10,000,000	0
Preferred Stock, Par or Stated Value Per Share	$ 0.0001			$ 0.0001	$ 0.0001
Number of common shares issued upon conversion of redeemable convertible preferred stock	34,126,528
Common stock, shares authorized	300,000,000	125,236,190		300,000,000	125,236,190
Common stock, par value	$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001
Temporary equity, authorized		85,865,789
Temporary Equity, Par or Stated Value Per Share		$ 0.0001
Series A
Stockholders Equity
Preferred Stock, Shares Authorized				0	35,000,000
Preferred Stock, Par or Stated Value Per Share				$ 0.0001	$ 0.0001
Share conversion price	1.00
Temporary equity, authorized		35,000,000
Series B
Stockholders Equity
Preferred Stock, Shares Authorized				0	26,143,790
Preferred Stock, Par or Stated Value Per Share				$ 0.0001	$ 0.0001
Share conversion price	5.55
Temporary equity, authorized		26,143,790
Series C
Stockholders Equity
Temporary equity, shares		24,721,999	24,721,999
Issuance price per share		$ 6.472
Proceeds from issuance of Series C preferred stock, net of issuance costs		$ 160,000
Share conversion price	$ 6.472
Temporary equity, authorized		24,721,999
Temporary Equity, Par or Stated Value Per Share		$ 0.0001

Commitments and Contingencies (Details) - USD ($) $ in Thousands	1 Months Ended
	Mar. 31, 2020	Sep. 30, 2021	Dec. 31, 2020	Jul. 24, 2019
Distributed Bio Master Service Agreement
Commitments and Contingencies
Milestone payments				$ 16,100
Distributed Bio Master Service Agreement \| Accrued expenses and other liabilities
Commitments and Contingencies
Accrued expenses		$ 151	$ 244
ICell Inc. Sublicense Agreement
Commitments and Contingencies
Sales of the licensed product thresholds amount	$ 70,000
Development and regulatory approval milestone payments	$ 4,250

Leases - Components of lease expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Lessee, Lease, Description [Line Items]
Lease deposit	$ 1,408		$ 1,408		$ 909
Operating lease expense:
Fixed lease cost	597	$ 295	1,659	$ 547
Variable lease cost	119	44	557	70
Short term lease expense	653	620	1,963	1,729
Total operating lease expense	$ 1,369	$ 959	$ 4,179	$ 2,346
Maximum
Lessee, Lease, Description [Line Items]
Initial lease terms	16 years		16 years
Minimum
Lessee, Lease, Description [Line Items]
Initial lease terms	5 years		5 years

Leases - Other information (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Leases
Operating lease right-of-use assets	$ 12,037	$ 9,392
Operating lease liability, current	$ 640	$ 240
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued Expenses And Other Liabilities, Current	Accrued Expenses And Other Liabilities, Current
Operating lease liability, long term	$ 14,750	$ 11,679
Operating Lease, Liability, Total	$ 15,390	$ 11,919

Leases - Operating lease - Other information (Details)	Sep. 30, 2021	Dec. 31, 2020
Leases
Weighted-average remaining lease term (years) ? operating leases	8 years 2 months 26 days	10 years 2 months 12 days
Weighted-average discount rate ? operating leases	9.00%	9.00%

Leases - Supplemental cash flow information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Supplemental cash flow information
Operating cash flows from operating leases	$ 176	$ 1,222
Right-of-use assets obtained in exchange for lease obligations:	$ 3,295	$ 9,522

Leases - Future minimum lease payments (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Operating Leases
2021	$ 2,536
2022	2,766
2023	2,671
2024	2,743
2025	2,747
Thereafter	16,923
Total lease payments	30,386
Less: imputed Interest	(10,506)
Less: Tenant incentive receivable	(4,491)
Total	$ 15,390	$ 11,919

Leases - Lease not yet commenced (Details) $ in Millions	Sep. 30, 2021 USD ($) lease
Leases
Number of leases \| lease	1
Future lease payments \| $	$ 17.3
Non-cancelable lease terms	10 years

Basic and diluted net loss per common share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Numerator
Net loss	$ (26,009)	$ (23,273)	$ (18,348)	$ (13,070)	$ (15,301)	$ (9,673)	$ (67,630)	$ (38,044)
Denominator
Weighted-average common shares for basic net loss per share	54,472,650			7,481,861			24,838,250	7,481,861
Weighted-average common shares for diluted net loss per share	54,472,650			7,481,861			24,838,250	7,481,861
Basic net loss per common share	$ (0.48)			$ (1.75)			$ (2.72)	$ (5.08)
Diluted net loss per common share	$ (0.48)			$ (1.75)			$ (2.72)	$ (5.08)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Basic and diluted net loss per common share - Schedule of potential shares of common stock excluded from computation (Details) - shares	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Basic and diluted net loss per common share
Securities excluded from the computation of diluted net loss per share	7,636,147	65,176,925
Stock options to purchase common stock
Basic and diluted net loss per common share
Securities excluded from the computation of diluted net loss per share	5,706,130	2,809,969
Early exercised stock options subject to future vesting
Basic and diluted net loss per common share
Securities excluded from the computation of diluted net loss per share	1,079,794	43,424
Restricted stock
Basic and diluted net loss per common share
Securities excluded from the computation of diluted net loss per share	818,214	1,163,630
Warrants on long term debt
Basic and diluted net loss per common share
Securities excluded from the computation of diluted net loss per share	32,009	16,112
Convertible preferred stock
Basic and diluted net loss per common share
Securities excluded from the computation of diluted net loss per share		61,143,790

Defined contribution plan (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Defined contribution plan
Defined contributions	$ 88	$ 82	$ 449	$ 217
First 3% of participating employee contributions
Defined contribution plan
Employer contribution matching percentage			100.00%
Employee contribution			3.00%
Next 2% of participating employee contributions
Defined contribution plan
Employer contribution matching percentage			50.00%
Employee contribution			2.00%

Stock based compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Stock based compensation (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Jun. 17, 2021	May 27, 2021
Stock based compensation
Stock awards vesting period			4 years
Stock based compensation expense	$ 1,220	$ 144	$ 3,026	$ 502
Restricted stock
Stock based compensation
Stock awards vesting period			4 years
Stock based compensation expense	$ 567	$ 39	$ 695	$ 117
2021 Incentive Plan \| Stock Options
Stock based compensation
Shares authorized for issuance					5,481,735
Shares available for grant					5,640,711
Stock reserved for issuance upon the exercise of previously granted stock options					158,976
Employee Stock Purchase Plan 2021 [Member]
Stock based compensation
Shares authorized for issuance	0		0
Employee Stock Purchase Plan 2021 [Member] \| Stock Options
Stock based compensation
Shares authorized for issuance						548,246

Stock based compensation - Stock option activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021 USD ($) $ / shares shares	Dec. 31, 2020 $ / shares shares
Shares
Less: unvested early exercised shares	(1,079,794)	(330,629)
Stock Options
Shares
Outstanding at beginning (in shares)	3,882,328
Granted	3,266,871
Exercised - vested	(127,385)
Less: unvested early exercised shares	(1,092,668)
Forfeited	(58,949)
Cancelled	(164,067)
Outstanding, Ending (in shares)	5,706,130	3,882,328
Exercisable	3,446,743
Weighted Average Exercise Price
Outstanding at beginning \| $ / shares	$ 1.06
Granted \| $ / shares	8.84
Vested \| $ / shares	1.09
Nonvested \| $ / shares	2.83
Forfeited \| $ / shares	2.17
Cancelled \| $ / shares	7.27
Outstanding, Ending \| $ / shares	5.03	$ 1.06
Exercisable \| $ / shares	$ 3.98
Weighted Average Remaining Contractual Term (years)
Outstanding	8 years 7 months 2 days	9 years 1 month 9 days
Exercisable	8 years 9 months
Weighted average grant date fair value \| $ / shares	$ 5.25
Awards that vest upon contingent events	3,266,871
Time Based Vesting [Member]
Weighted Average Remaining Contractual Term (years)
Unrecognized compensation expense \| $	$ 17,099
Unrecognized compensation expense expected to be recognized over a weighted average period	3 years 25 days
Performance Shares [Member]
Weighted Average Remaining Contractual Term (years)
Unrecognized compensation expense \| $	$ 227
Performance Shares [Member] \| Tranche 1
Shares
Granted		213,624
Weighted Average Remaining Contractual Term (years)
Awards that vest upon contingent events		213,624

Stock based compensation - Stock option weighted-average assumptions (Details) - Stock Options	9 Months Ended
	Sep. 30, 2021
weighted-average assumptions fair value of stock option granted
Expected option term (years)	6 years 1 month 2 days
Expected volatility	69.64%
Risk-free interest rate	1.07%

Stock based compensation - Restricted stock (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	9 Months Ended
	Oct. 31, 2019	Sep. 30, 2021	Dec. 31, 2020
Shares
Total Unvested		1,053,502
Granted		194,320
Vested		(429,608)
Total Unvested		818,214
Unvested outside of Plan		818,214	1,053,502
Weighted Average Exercise Price
Total Unvested		$ 0.35
Granted		16.95
Vested		1.40
Total Unvested		$ 3.75
Restricted stock vesting period		4 years
Deposit liability		$ 966	$ 0
Restricted stock
Shares
Vested		(1,632,594)
Repurchased outside of Plan	298,080
Weighted Average Exercise Price
Restricted stock vesting period		4 years
Unvested restricted stock with time-based vesting
Weighted Average Exercise Price
Unrecognized compensation expense		$ 3,065
Unrecognized compensation expense expected to be recognized over a weighted average period		1 year 7 months 24 days
Stock Option and Grant Plan
Weighted Average Exercise Price
Deposit liability		$ 3,220

Related party transactions (Details) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
Related party transactions (Details) $ in Thousands	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Dec. 31, 2019 USD ($) item	Dec. 31, 2020 USD ($)
Related party transactions
Research and development	$ 19,545	$ 10,812	$ 53,852	$ 27,239
FCDI Collaboration Agreement
Related party transactions
Research budget amount			30,400
Payment to related party	3,496	1,521	11,280	3,710
Research and development	3,803	1,776	10,966	6,435
Legal fees	14	16	70	43
Accounts payable	2,691		2,691			$ 1,844
FUJIFILM Cellular Dynamics, Inc.
Related party transactions
Development and regulatory milestone payments	6,000		6,000
Shareholders of Equity Method Investor \| Consulting Arrangements
Related party transactions
Number of related parties \| item					2
Pre payments to related party					$ 125
Shareholders of Equity Method Investor \| Consulting Arrangements \| Accrued expenses
Related party transactions
Accrued expenses	18		18
Shareholders of Equity Method Investor \| Consulting Arrangements \| Research and development expenses
Related party transactions
Research and development	$ 0	$ 31	$ 56	$ 75

Subsequent Events (Details) - Research funding agreement with Outpace Bio, Inc $ in Thousands	Oct. 01, 2021 USD ($)
Subsequent Events
Research and Development Arrangement, Contract to Perform for Others, Costs Incurred, Gross	$ 0
Subsequent Event
Subsequent Events
Research funding agreement, commitment amount	$ 500