0001558370-22-008860 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2022	May 12, 2022
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
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		58,850,286
Entity Central Index Key	0001850119
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 126,039	$ 56,445
Short-term investments	234,981	166,434
Escrow deposits, current	502	502
Prepaid expenses and other current assets	3,740	4,773
Total current assets	365,262	228,154
Property and equipment, net	64,681	57,967
Operating lease right-of-use assets	11,670	11,854
Restricted cash	1,717	1,717
Escrow deposits, non-current	95	220
Long-term investments	105,360	135,914
Security deposits	1,523	1,549
Total assets	550,308	437,375
Current liabilities
Accounts payable	9,893	7,596
Accrued expenses and other liabilities	4,847	6,040
Deposit liability	857	980
Long-term debt, current		1,039
Deferred revenue, current	6,379
Total current liabilities	21,976	15,655
Operating lease liability, long term	14,430	14,559
Deposit liability, non-current	1,470	2,020
Deferred revenue, non-current	115,750
Long-term debt, net	10,018	8,903
Total liabilities	163,644	41,137
Commitments and contingencies (Note 12)
Stockholders' equity:
Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized at March 31, 2022 and December 31, 2021, respectively, and 0 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively
Common stock, $0.0001 par value, 300,000,000 shares authorized at March 31, 2022 and December 31, 2021, respectively; 57,586,030 and 55,005,523 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	6	5
Additional paid-in capital	814,979	785,049
Accumulated deficit	(425,679)	(388,166)
Accumulated other comprehensive loss	(2,642)	(650)
Total stockholders' equity	386,664	396,238
Total liabilities and stockholders' equity	$ 550,308	$ 437,375

CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
CONSOLIDATED BALANCE SHEETS
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
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	300,000,000
Common Stock, Shares, Issued	57,586,030	55,005,523
Common Stock, Shares, Outstanding	57,586,030	55,005,523

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Collaboration Revenue	$ 1,058
Operating expenses
Research and development	21,196	$ 15,374
General and administrative	7,298	2,688
In-process research and development	10,000
Total operating expenses	38,494	18,062
Loss from operations	(37,436)	(18,062)
Interest expense	(314)	(314)
Other income, net	253	28
Total other expense	(61)	(286)
Loss before provision for income taxes	(37,497)	(18,348)
Provision for income taxes	(16)
Net loss	$ (37,513)	$ (18,348)
Net loss per common share Basic (in dollars per share)	$ (0.66)	$ (2.39)
Net loss per common share Diluted (in dollars per share)	$ (0.66)	$ (2.39)
Weighted average common shares outstanding Basic (in shares)	57,051,539	7,677,196
Weighted average common shares outstanding Diluted (in shares)	57,051,539	7,677,196
Other comprehensive loss
Net loss	$ (37,513)	$ (18,348)
Unrealized loss on investments	(1,986)	(27)
Foreign currency translation	(6)	4
Comprehensive loss	$ (39,505)	$ (18,371)

CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Series A Preferred Stock	Series B Preferred Stock	Series C Preferred Stock	Common Stock	Additional paid-in capital	Subscription receivable	Accumulated deficit	Accumulated Other Comprehensive Income (Loss)	Total
Beginning balance at Dec. 31, 2020	$ 34,992	$ 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	$ 34,992	$ 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, 2021				$ 5	785,049		(388,166)	(650)	396,238
Beginning Balance (in shares) at Dec. 31, 2021				55,005,523
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock to collaboration partner				$ 1	26,812				26,813
Issuance of stock to collaboration partner (in shares)				2,160,760
Issuance of common stock upon the exercise of stock options					65				65
Issuance of common stock upon the exercise of stock options (in shares)				85,396
Vesting of restricted stock (in shares)				161,159
Vesting of early exercise stock options					673				673
Vesting of early exercise stock options (in shares)				173,192
Unrealized loss on investments								(1,986)	(1,986)
Foreign currency translation								(6)	(6)
Stock based compensation expense					2,380				2,380
Net loss							(37,513)		(37,513)
Ending balance at Mar. 31, 2022				$ 6	$ 814,979		$ (425,679)	$ (2,642)	$ 386,664
Ending Balance (in shares) at Mar. 31, 2022				57,586,030

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities
Net loss	$ (37,513)	$ (18,348)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,160	718
Amortization of deferred financing cost	76	75
Non-cash operating lease expense	188	230
Stock based compensation	2,380	95
Change in operating assets and liabilities:
Escrow deposit	125
Prepaid expenses and other assets	1,033	173
Operating lease liability	(152)	127
Deferred revenue	122,129
Accounts payable	(1,503)	(4,938)
Accrued expenses and other liabilities	(1,170)	(311)
Net cash provided by (used in) operating activities	86,753	(22,179)
Cash flows from investing activities
Acquisition of property and equipment	(4,067)	(1,884)
Acquisition of fixed maturity securities, available for sale	(103,060)	(124,850)
Sale of fixed maturity securities, available for sale	63,090	7,700
Net cash used in investing activities	(44,037)	(119,034)
Cash flows from financing activities
Payments of deferred financing cost		(554)
Proceeds from issuance of common stock	65	47
Proceeds from early exercises of common stock options		138
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
Proceeds from sale of common stock to collaboration partner	26,813
Net cash provided by financing activities	26,878	193,485
Net increase in cash, cash equivalents, and restricted cash	69,594	52,272
Cash, cash equivalents and restricted cash, beginning of period	58,162	27,728
Cash, cash equivalents and restricted cash, end of period	127,756	80,000
Supplemental disclosure of cash and non-cash operating activities:
Cash paid for interest	238	239
Supplemental disclosure of non-cash investing and financing activities:
Conversion of convertible preferred stock upon initial public offering		4,107
Purchase of property and equipment, accrued and unpaid	$ 3,796	$ 1,565

Organization and description of the business

3 Months Ended

Mar. 31, 2022

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. 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. During the three months ended March 31, 2022, the Company incurred a net loss of $37,513 and for the three months ended March 31, 2022, received $86,753 of cash from operations. Cash and cash equivalents and short and long-term investments were $466,380 at March 31, 2022. 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

3 Months Ended

Mar. 31, 2022

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

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 March 31, 2022, the consolidated statements of operations and comprehensive loss, and consolidated statements of convertible preferred stock and stockholders’ equity (deficit) for the three months ended March 31, 2022 and 2021, and the consolidated statements of cash flows for the three months ended March 31, 2022 and 2021 are unaudited, but, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, which the Company considers 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, 2022 or for any other subsequent interim period. The consolidated balance sheet at December 31, 2021 has been derived from the Company’s 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, the estimation of the incremental borrowing rate for operating leases and standalone selling prices of performance obligations in collaboration agreements. 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 March 31, 2022 and December 31, 2021, 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 and omicron variants, have proven 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 March 31, 2022 and December 31, 2021, the Company had $1,717 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:


	March 31, 2022		December 31, 2021
Cash and cash equivalents	$	126,039	$	56,445
Restricted cash		1,717		1,717
Cash, cash equivalents, and restricted cash	$	127,756	$	58,162

Investments

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. Unrealized gains and losses on investments are recorded in other comprehensive income (loss) on the consolidated statements of operations and comprehensive loss. 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.

Property and equipment, net

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is generally five years. Leasehold improvements are amortized over the shorter of the asset’s useful life or the remaining term of the lease. Construction in progress includes direct cost related to the construction of leasehold improvements and is stated at original cost. Such costs are not depreciated until the asset is completed and placed into service. Once the asset is placed into service, these capitalized costs will be allocated to leasehold improvements and will be depreciated over the shorter of the asset’s useful life or the remaining term of the lease.

Expenditures for major additions and improvements are capitalized, while minor replacements, maintenance, and repairs are charged to expense as incurred. When property is retired or otherwise disposed of, the costs and accumulated depreciation are removed from the respective accounts, with any resulting gain or loss recognized concurrently.

Research and development expenses

Research and development expenses include costs directly attributable to the conduct of research and development programs, including the cost of salaries, payroll taxes, employee benefits, stock compensation, materials, supplies, rent, depreciation on and maintenance of research equipment with alternative future use, and the cost of services provided by outside contractors. All costs associated with research and development are expensed as incurred.

Stock-based compensation

Employees, consultants and members of the board of directors of the Company have received stock options and restricted stock of the Company. The Company recognizes the cost of the stock-based compensation incurred as its employees and board members vest in the awards. The Company accounts for stock-based compensation arrangements in accordance with provisions of Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation. ASC 718 requires the recognition of compensation expense, using a fair-value based method, for costs related to all share-based payments including stock options. ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model (“Black Scholes”) to determine the fair value of options granted. The Company’s stock-based awards are subject to service-based vesting conditions and performance-based vesting conditions. Compensation expense related to awards to employees and directors with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. For performance-based awards, the Company reassesses at each reporting date whether achievement of the performance condition is probable and accrues compensation expense if and when achievement of the performance condition is probable.

Black-Scholes requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. Due to the lack of a public market for the Company’s common stock prior to its IPO and lack of company-specific historical and implied volatility data, the Company based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics to the Company, including stage of product development and life science industry focus. The historical volatility is calculated based on a period of time commensurate with expected term assumption. The Company uses the simplified method to calculate the expected term for options granted to employees and board members whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the options due to its lack of sufficient historical data. The risk-free interest rate is based on U.S. Treasury securities with a

maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. Forfeitures are recognized as they occur.

Warrants

The Company has issued warrants that have been recognized as equity, and the fair value is recorded into additional paid-in capital in the accompanying consolidated balance sheets. Warrants are accounted for in accordance with applicable accounting guidance provided in ASC Topic 815, Derivatives and Hedging—Contracts in Entity’s Own Equity, as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. The Company’s warrants issued are in connection with its long-term debt and in connection with services provided by consultants, and are equity classified on the accompanying consolidated balance sheets. Equity classified warrants are accounted for at fair value on the issuance date, using Black Scholes, with no changes in fair value recognized after the issuance date.

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, convertible preferred stock (in 2021) 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 months ended March 31, 2022 and 2021.

Early exercised options

The Company allowed certain of its employees and its consultants to exercise options granted under the 2018 Plan (Note 16) prior to vesting and prior to its IPO. 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 March 31, 2022 and December 31, 2021, there were $2,327

and $3,000, respectively, recorded in deposit liability related to shares held by employees and nonemployees that were subject to repurchase.

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:


	March 31, 2022	December 31, 2021
Total shares legally outstanding	58,880,054	56,633,898
Less: unvested early exercised shares	(773,394)	(946,586)
Less: unvested restricted stock	(520,630)	(681,789)
Total shares issued and outstanding	57,586,030	55,005,523

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 March 31, 2022, the number of restricted stock awards vested were 1,930,178. 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 $272 and $39, respectively, for the three months ended March 31, 2022 and 2021, in the statements of operations and comprehensive loss.

Income taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations and comprehensive loss. As of March 31, 2022 and December 31, 2021, no accrued interest or penalties are included on the related tax liability line in the consolidated balance sheet.

Collaboration revenue

The Company may enter into collaboration and licensing agreements with strategic partners for research and development, manufacturing, and commercialization of its product candidates. Payments under these arrangements may include non-refundable, upfront fees; reimbursement of certain costs; customer option fees for additional goods or services; payments upon the achievement of development, regulatory, and commercial milestones; sales of product at certain agreed-upon amounts; and royalties on product sales.

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, or ASC 606. This standard applies to all contracts with customers. When an agreement falls under the scope of other standards, such as ASC Topic 808, Collaborative Arrangements, or ASC 808, the Company will apply the recognition, measurement, presentation, and disclosure guidance in ASC 606 to the performance obligations in the agreements if those performance obligations are with a customer. Revenue recognized by analogizing to ASC 606 is recorded as collaboration revenue on the statements of operations.

Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under a collaboration agreement, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations on a relative stand-alone selling price basis; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

As part of the accounting for these arrangements, the Company must use its judgment to determine the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price. The estimation of the stand-alone selling price may include such estimates as forecasted revenues and costs, development timelines, discount rates, and probabilities of regulatory and commercial success. The Company also applies significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining when performance obligations have been met, assessing the recognition and future reversal of variable consideration and determining and applying appropriate methods of measuring progress for performance obligations satisfied over time. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current deferred revenue. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, non-current.

If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. The Company evaluates the customer options for material rights or options to acquire additional goods or services for free or at a discount. If the customer options are not determined to represent a material right, no transaction price is allocated to these options and the Company will account for these options at that time they are exercised. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement.

The promises under the Company’s collaboration agreements may include research and development services to be performed by the Company for or on behalf of the customer. Amounts allocated to these performance obligations are recognized as the Company performs these obligations, and revenue is measured based on an inputs method of costs incurred to date of budgeted costs. Under certain circumstances, the Company may be reimbursed for certain expenses incurred under the research and development services.

At the inception of each arrangement that includes development milestone payments, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether it is probable that a significant revenue reversal would not occur. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the statements of operations in the period of adjustment.

Recent accounting pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses of Financial Instruments (ASC 326). The guidance is effective for the Company beginning January 1, 2023 and it changes how entities account for credit losses on the financial assets and other instruments that are not measured at fair value through net income, including available-for-sale debt securities. The Company is currently evaluating the impact of the new standard on its consolidated financial statements.

Initial capitalization

3 Months Ended

Mar. 31, 2022

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 accounted for the $70,000 as a subscription receivable, which was 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. Bayer’s right of first refusal is exercisable with respect to up to four products. Subject to certain exceptions, Bayer may only exercise these option rights in a non-sequential and alternating manner, and such rights are subject to additional limitations.

Asset purchase by Century Therapeutics Canada ULC

3 Months Ended

Mar. 31, 2022

Asset purchase by Century Therapeutics Canada ULC

Asset purchase by 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 March 31, 2022 and December 31, 2021, accrued compensation expense on the promissory note was $387 and $261 which is presented within escrow deposits on the consolidated balance sheets.

Financial instruments and fair value measurements

3 Months Ended

Mar. 31, 2022

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 March 31, 2022, by level within the fair value hierarchy:


	Level 1		Level 2		Level 3		Total
Cash equivalents	$	120,656		—		—	$	120,656
U.S. Treasury		102,746		—		—		102,746
Corporate bonds		—		237,595		—		237,595
Total	$	223,402	$	237,595	$	—	$	460,997

The following table sets forth the Company’s assets that were measured at fair value as of December 31, 2021, by level within the fair value hierarchy:


	Level 1		Level 2		Level 3		Total
Cash equivalents	$	52,882		—		—	$	52,882
U.S. Treasury		79,752		—		—		79,752
Corporate bonds		—		222,596		—		222,596
Total	$	132,634	$	222,596	$	—	$	355,230

There were no transfers between levels during the period ended March 31, 2022. 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 March 31, 2022:


			Gross		Gross
			Unrealized		Unrealized
	Amortized Cost		Gains		Losses		Fair Value
U.S. Treasury	$	104,173	$	—	$	(1,427)	$	102,746
Corporate bonds		238,747		3		(1,155)		237,595
Total	$	342,920	$	3	$	(2,582)	$	340,341

The amortized cost, gross unrealized gains and losses, and fair value of investments in fixed maturity securities are as follows as of December 31, 2021:


			Gross		Gross
			Unrealized		Unrealized
	Amortized Cost		Gains		Losses		Fair Value
U.S. Treasury	$	80,052	$	—	$	(300)	$	79,752
Corporate bonds		222,898		—		(302)		222,596
Total	$	302,950	$	—	$	(602)	$	302,348

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


	March 31, 2022		December 31, 2021
Less than one year	$	234,981	$	166,434
One to five years		105,360		135,914
	$	340,341	$	302,348

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

3 Months Ended

Mar. 31, 2022

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:


	March 31,		December 31,
	2022		2021
Research and development	$	487	$	210
Insurance		817		1,606
Software licenses and other		1,761		2,033
Reimbursement receivable		247		250
Warranties		428		424
Other		—		250
Total prepaid expenses and other current assets	$	3,740	$	4,773

Property and equipment, net

3 Months Ended

Mar. 31, 2022

Property and equipment, net

Property and equipment, net

Note 7—Property and equipment, net

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


	March 31,		December 31,
	2022		2021
Lab equipment	$	21,200	$	18,114
Leasehold improvements		8,365		8,365
Construction in progress		35,920		32,836
Computer software and equipment		4,192		2,623
Furniture and fixtures		1,491		1,358
Total		71,168		63,296
Less: Accumulated depreciation		(6,487)		(5,329)
Property and equipment, net	$	64,681	$	57,967

Depreciation expense was $1,160 and $718 for the three months ended March 31, 2022 and 2021, respectively.

Accrued expenses and other liabilities

3 Months Ended

Mar. 31, 2022

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:


	March 31,		December 31,
	2022		2021
Payroll and bonuses	$	1,447	$	4,445
Interest		82		82
Professional and legal fees		2,479		796
Operating lease liability, current		592		615
Other		247		102
Total accrued expenses and other liabilities	$	4,847	$	6,040

Long-term debt

3 Months Ended

Mar. 31, 2022

Long-term debt

Long-term debt

Note 9—Long-term debt

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


	March 31, 2022		December 31, 2021
Principal	$	10,000	$	10,000
Plus: End of term fee		395		395
Less: Debt discount attributable to warrants, net of accretion		(21)		(25)
Less: Unamortized deferred financing cost and end of term fee, net of accretion		(356)		(428)
Long-term debt, net	$	10,018	$	9,942

On September 14, 2020, the Company entered into a $10,000 Term Loan Agreement (the “Loan Agreement”) with Hercules Capital, Inc. (“Hercules”). Pursuant to the terms of the Loan Agreement, the Company borrowed $10,000 (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 $10,000 (the “Tranche 2 Advance”). The remaining $10,000 tranche (“Tranche 3 Advance”) is subject to Hercules’ investment committee’s sole discretion.

The Loan Agreement has a four-year term, 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 March 31, 2022, 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 March 31, 2022. 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 March 31, 2022 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.

In May 2022, the Company entered into a First Amendment (the “Amendment”) to the Loan Agreement. The amendment provides for, among other things, to extend the maturity date by which principal amounts owed under the Loan Agreement are payable to May 1, 2023 and for the Company to maintain a monthly minimum unrestricted cash balance of $25,000.

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
	Months Ended		Months Ended
	March 31, 2022		March 31, 2021
Interest expense	$	238	$	239
Amortization of debt issuance costs, including end of term fee accretion		76		75
	$	314	$	314

Included in accrued expenses in the accompanying consolidated balance sheets as of March 31, 2022 and December 31, 2021 was $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
2022	$	—
2023		6,550
2024		3,845
Total future payments	$	10,395

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

Stockholders' Equity (Deficit)

3 Months Ended

Mar. 31, 2022

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)

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.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

Revenue recognition

3 Months Ended

Mar. 31, 2022

Revenue recognition

Revenue recognition

Note 11 – Revenue recognition

On January 7, 2022, the Company entered into the Collaboration Agreement with Bristol-Myers Squibb to collaborate on the research, development and commercialization of iNK and iT cell programs for hematologic malignancies and solid tumors (“Collaboration Program,” and each product candidate a “Development Candidate”). The Collaboration Agreement is within the scope of ASC 808, Collaborative Arrangements as both parties are active participants in the arrangement and are exposed to significant risks and rewards. While this arrangement is in the scope of ASC 808, the Company analogizes to ASC 606 for the accounting for the Collaboration Agreement, including for the delivery of goods and services (i.e., units of account). Revenue recognized by analogizing to ASC 606 is recorded as collaboration revenue in the statements of operations.

Pursuant to the Collaboration Agreement, the Company and Bristol-Myers Squibb will initially collaborate on two Collaboration Programs focused on acute myeloid leukemia (“AML”) and multiple myeloma (“MM”), and Bristol-Myers Squibb has the option to add up to two additional Collaboration Programs for an additional fee. The Company is responsible for generating Development Candidates for each Collaboration Program, and Bristol-Myers Squibb has the option to elect to exclusively license the Development Candidates for pre-clinical development, clinical development and commercialization on a worldwide basis (“License Option”). Following Bristol-Myers Squibb’s exercise of the License Option, the Company will be responsible for performing IND-enabling studies, supporting Bristol-Myers Squibb’s preparation and submission of an IND, and manufacturing of clinical supplies until completion of a proof of concept clinical trial. Bristol-Myers Squibb will be responsible for all regulatory, clinical, manufacturing (after the proof of concept clinical trial) and commercialization activities for such Development Candidates worldwide. The Company has the option to co-promote Development Candidates generated from certain specified Collaboration Programs.

Under the terms of the Collaboration Agreement, Bristol-Myers Squibb made a non-refundable, upfront cash payment of $100,000 and will pay an exercise fee upon the exercise of the License Option (“Licensed Program” and product candidates developed under a Licensed Program, “Licensed Products”). For each Licensed Program, Bristol-Myers Squibb will pay up to $235,000 in milestone payments upon the first achievement of certain development and regulatory milestones and will pay up to $500,000 per Licensed Product in net sales-based milestone payments. Bristol-Myers Squibb will also pay the Company tiered royalties per Licensed Product as a percentage of net sales in the high-single digits to low-teens, subject to reduction for biosimilar competition, compulsory licensing and certain third party license costs. If Century exercises its co-promote option, such royalty percentage will be increased to low-teens to high-teens in respect of the sales of the co-promoted Licensed Products in the United States. The royalty term shall terminate on a Licensed Product-by-Licensed Product and country-by-country basis on the latest of (i) the twelve (12) year anniversary of the first commercial sale of such Licensed Product in such country, (ii) the expiration of any regulatory exclusivity period that covers such Licensed Product in such country, and (iii) the expiration of the last-to-expire licensed patent of the Company or a jointly owned patent that covers such the Licensed Product in such country. After expiration of the applicable royalty term for a Licensed Product in a country, all licenses granted by the Company to Bristol-Myers Squibb for such Licensed Product in such country will be fully paid-up, royalty- free, perpetual and irrevocable.

In connection with the Collaboration Agreement, Bristol-Myers Squibb purchased 2,160,760 shares of the Company’s common stock at a price per share of $23.14, for an aggregate purchase price of $50,000. In determining the fair value of the common stock issued to Bristol-Myers Squibb, the Company considered the closing price of the common stock on the date of the transaction and included a lack of marketability discount because the shares are subject to certain restrictions. The Company determined the common stock purchase represented a premium of $7.82 per share, or $23,200 in the aggregate (“Equity Premium”), and the remaining $26,800 was recorded as issuance of common stock in stockholders’ equity.

The Company identified the following commitments under the arrangement: (i) research and development services (“R&D Services”) under each of the two initial Collaboration Programs and (ii) Bristol-Myers Squibb’s License Option to elect to exclusively license the Development Candidates for each of the two initial Collaboration Programs. The Company determined that these four commitments represent distinct performance obligations for purposes of recognizing revenue and will recognize revenue as the Company fulfills each performance obligation.

The Company determined that the upfront payment and Equity Premium constitute the transaction price at the inception of the Collaboration Agreement. The future potential development and regulatory milestone payments were fully constrained at contract inception as the risk of significant revenue reversal related to these amounts has not yet been resolved. The achievement of the future potential milestones is not within the Company’s control and is subject to certain research and development success and therefore carries significant uncertainty. The Company will reevaluate the likelihood of achieving these milestones at the end of each reporting period and adjust the transaction price in the period the risk is resolved. In addition, the Company will recognize any consideration related to sales-based milestones and royalties when the subsequent sales occur.

At March 31, 2022, the total transaction price of $123,200 is allocated to the performance obligations based on their estimated standalone selling price. The stand-alone selling price of the research and development services was estimated using the expected cost-plus margin approach, and the stand-alone selling price of the License Options was based on a discounted cash flow approach and considered several factors including, but not limited to, discount rate, development timeline, regulatory risks, estimated market demand, and future revenue potential using an adjusted market approach. The allocated transaction price is recognized as revenue in one of two ways:

●

Research and development services: The Company recognizes the portion of the transaction price allocated to each of the research and development performance obligations as the research and

development services are provided, using an inputs method, in proportion to costs incurred to date for each research development target as compared to total costs incurred and expected to be incurred in the future to satisfy the underlying obligation related to each research and development target. The transfer of control occurs over this period and, in management’s judgment, is the best measure of progress towards satisfying the performance obligation.

●

License option rights: The transaction price allocated to the license options rights, which are considered material rights to license and commercialize the underlying research and development target, are deferred until the period that Bristol-Myers Squibb elects to exercise or elects to not exercise its option or when the option to exercise expires.

The following table summarizes the allocation of the total transaction price to the identified performance obligations under the arrangement, and the amount of the transaction price unsatisfied as of March 31, 2022:



Performance obligations:	Transaction price		Cumulative collaboration revenue recognized		Deferred collaboration revenue
Option rights	$	109,045	$	-	$	109,045
Research and development services		14,142		(1,058)		13,084
Total		123,187		(1,058)		122,129
Less current portion of deferred revenue		-		-		(6,379)
Total long-term deferred revenue	$	123,187	$	(1,058)	$	115,750

As a direct result of the execution of the Collaboration Agreement, the Company incurred $10,000 in fees to amend the FCDI agreement to gain access to the territory rights of Japan. This is recorded as in-process research and development expenses in the consolidated statement of operations and comprehensive loss for the three months ended March 31, 2022.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies.

Commitments and Contingencies

Note 12—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. No milestone payments were due in 2021 or 2020.

The Company had $264 within accounts payable as of March 31, 2022 and $36 within accrued expenses and other liabilities as of December 31, 2021, 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 sales milestones, not to exceed $70,000, for the sales of the licensed product. iCELL is also eligible to receive payments of up to $4,250 in development and regulatory approval milestone payments. No milestones or royalties were due in 2022 or 2021.

University of Toronto and McMaster University

In connection with the Empirica asset acquisition in June 2020 (Note 4), the Company acquired a license agreement by and among the Governing Council of the University of Toronto, or the Council, the McMaster University, or, together with the Council, the Toronto Universities, and Empirica (the Empirica License). Under the Empirica License, the Company received an exclusive, non- transferable, sublicensable, worldwide license to certain patents and antibody sequences and related intellectual property rights and know-how.

Pursuant to the Empirica License, the Company is required to make aggregate milestone payments of $18,000 to the Toronto Universities upon the achievement of regulatory approval for certain products developed pursuant to the Empirica License. The Company is also required to make royalty payments to the Toronto Universities in an amount equal to a low single-digit percentage of annual net sales of any product commercialized utilizing technology licensed. The Company is also required to pay the Toronto Institutions 50% of all non-royalty payments from sublicenses up to certain maximum amounts and 50% of royalty payments from sublicenses up to a maximum low single-digit percentage.

The Empirica License expires upon the expiration of the last-to-expire valid claim covering the antibody and antibody-derived technology licensed under the agreement, which, if issued, is expected to expire in 2037. The Toronto Universities may immediately terminate the agreement upon certain insolvency events and the Company may terminate the agreement for convenience upon 30 days’ written notice.

Leases

3 Months Ended

Mar. 31, 2022

Leases

Leases

Note 13—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 $1,523 and $1,549 within security deposits in its consolidated balance sheets at March 31, 2022 and December 31, 2021, 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
	Three Months Ended		Three Months Ended
	March 31, 2022		March 31, 2021
Operating lease expense:
Fixed lease cost	$	597	$	548
Variable lease cost		297		272
Short term lease expense		649		668
Total operating lease expense	$	1,543	$	1,488

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


		As of		As of
		March 31,		December 31,
	Location in Balance Sheet	2022		2021

Operating lease right-of-use asset, net	Operating lease right-of-use assets	$	11,670	$	11,854
Operating lease liability, current	Accrued expenses and other liabilities	$	592	$	615
Operating lease liability, long-term	Operating lease liability, long-term		14,430		14,559
Total operating lease liability		$	15,022	$	15,174

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


	As of March 31, 2022		As of December 31, 2021
Weighted-average remaining lease terms - operating leases	7.74 years		7.99 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 Three Months Ended		For the Three Months Ended
	March 31, 2022		March 31, 2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	(152)	$	127
Right-of-use assets obtained in exchange for lease obligations:	$	—	$	3,295

The following table reflects future minimum lease payments under noncancelable leases as of March 31, 2022:


	Operating Leases
2022	$	2,762
2023		2,679
2024		2,708
2025		2,747
2026		2,776
Thereafter		15,524
Total lease payments		29,196
Less: Imputed interest		(10,468)
Less: Tenant incentive receivable		(3,706)
Total	$	15,022

The Company entered into one lease that had not commenced at March 31, 2022. As a result, future lease payments of approximately $17,300 are not recorded on the Company’s consolidated balance sheets. The lease is expected to commence in June 2022 with a non-cancelable term of 10 years.

Income taxes

3 Months Ended

Mar. 31, 2022

Income taxes

Income taxes

Note 14—Income taxes

During the three months ended March 31, 2022, the Company recorded no income tax benefits for the net operating losses incurred or for the research and development tax credits generated in the U.S. due to its uncertainty of realizing a benefit from those items. During the three months ended March 31, 2022, the

Company recorded a tax provision of $16 related to its income tax obligations of its operating company in Canada.

The Company’s tax provision and the resulting effective tax rate for interim periods is determined based upon its estimated annual effective tax rate (“AETR”), adjusted for the effect of discrete items arising in that quarter. The impact of such inclusions could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings or losses versus annual projections. In each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual tax rate changes, a cumulative adjustment is made in that quarter. For the three months ended March 31, 2022, the Company excluded the U.S. from the calculation of the AETR as the Company anticipates an ordinary loss in these jurisdictions for which no tax benefit can be recognized.

The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of net operating loss carryforwards. The Company has considered its history of cumulative net losses in the U.S., estimated future taxable income and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its U.S. deferred tax assets. As a result, as of March 31, 2022, the Company has recorded a full valuation allowance against its net deferred tax assets in the U.S.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Basic and diluted net loss per common share

3 Months Ended

Mar. 31, 2022

Basic and diluted net loss per common share

Basic and diluted net loss per common share

Note 15—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
	March 31,		March 31,
	2022		2021
Numerator
Net loss	$	(37,513)	$	(18,348)

Denominator
Weighted-average common shares for basic and diluted net loss per share		57,051,539		7,677,196

Basic and diluted net loss per common share	$	(0.66)	$	(2.39)

The Company’s potentially dilutive securities, which include the convertible preferred stock in 2021, 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 three months ended March 31, 2022 and 2021 because including them would have had an anti-dilutive effect.


	Three Months Ended	Three Months Ended
	March 31,	March 31,
	2022	2021
Stock options to purchase common stock	7,424,538	3,419,208
Early exercised stock options subject to future vesting	773,394	952,518
Restricted stock award subject to future vesting	520,630	902,703
Warrants on long term debt	32,009	16,112
Convertible preferred stock	—	85,865,789
Total	8,750,571	91,156,330

Defined contribution plan

3 Months Ended

Mar. 31, 2022

Defined contribution plan

Defined contribution plan

Note 16—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. The Company 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 $158 and $212 for the three months ended March 31, 2022 and 2021, respectively. Such contribution expense has been recognized in the consolidated statement of operations for each period.

Stock based compensation

3 Months Ended

Mar. 31, 2022

Stock based compensation

Stock based compensation

Note 17—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’s stock-based awards are subject to service-based vesting conditions and performance-based vesting conditions. Compensation expense related to awards to employees and directors with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Stock awards granted typically vest over a four-year period but may be granted with different vesting terms. For performance-based awards, the Company reassesses at each reporting date whether achievement of the performance condition is probable and accrues compensation expense if and when achievement of the performance condition is probable. 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 564,071 shares of common stock were initially reserved for issuance under this plan. No shares are issued or outstanding under the 2021 ESPP.

On January 1, 2022, the Company was authorized to issue an additional 2,750,276 shares of Common Stock under the 2021 Incentive Plan and an additional 550,055 shares of Common Stock under the 2021 ESPP pursuant to “evergreen” provisions contained in each of the 2021 Incentive Plan and 2021 ESPP.

The Company recognizes the costs of the stock-based payments as the employees vest in the awards. For the three months ended March 31, 2022, the Company recognized $2,380 of stock-based compensation expense of which $1,071 was general and administrative expense and $1,309 was research and development expenses recorded within the consolidated statement of operations and comprehensive loss.

Stock Options

The following table summarizes stock option activity for the period ended March 31, 2022:


		Weighted Average
				Remaining		Aggregate
				Contractual		Intrinsic
				Term		Value
	Shares	Exercise Price		(years)		(in thousands)
Outstanding January 1, 2022	5,678,604	$	5.36	8.35	$	11,595
Granted	1,871,450		13.21	—		—
Exercised - vested	(85,396)		0.77	—		—
Forfeited	(40,120)		4.03	—		—
Outstanding, March 31, 2022	7,424,538	$	7.34	8.52	$	43,259
Exercisable at March 31, 2022	3,470,378	$	4.07	8.29	$	28,266

The weighted average grant date fair value of awards for options granted during the period ended March 31, 2022 was $8.63. As of March 31, 2022, there was $30,778 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 2.89 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 in 2021.

The Company estimates the fair value of its option awards to employees and directors using Black-Scholes. 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. 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:


	March 31, 2022
Expected dividend rate	—
Expected option term (years)	6.10
Expected volatility	73.42	%
Risk-free interest rate	1.67	%

Restricted Stock

The following table summarizes restricted stock activity as of March 31, 2022 and December 31, 2021:


		Weighted Average
	Shares	Grant Date Fair Value
Total Unvested December 31, 2021	681,789	$	4.20
Granted	—		—
Vested	(161,159)		2.36
Total Unvested March 31, 2022	520,630	$	4.77

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

As of March 31, 2022, there was $2,345 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 1.28 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 $2,327 was recorded as a deposit liability on the Company’s balance sheet as of March 31, 2022.

Related party transactions

3 Months Ended

Mar. 31, 2022

Related party transactions

Related party transactions

Note 18—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 cells (“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.

Letter Agreement

On January 7, 2022, the Company and FCDI entered into a letter agreement (the “Letter Agreement”), which amended each of the license agreements with FCDI (the “FCDI Agreements”) such that (i) the definition of Territory under each of the FCDI Agreements, for purposes of the sublicenses under the FCDI Agreements pursuant to the Company’s Collaboration Agreement with Bristol-Myers Squibb, includes Japan, (ii) the licenses granted to the Company and its affiliates under the FCDI Agreements are sublicensable to Bristol-Myers Squibb, including with respect to Japan and (iii) Bristol-Myers Squibb is not subject to grant-back and option provisions under the reprogramming license.

Pursuant to the Letter Agreement, and in consideration for amending the FCDI Agreements, the Company (i) paid to FCDI an upfront payment of $10,000, (ii) will pay to FCDI a percentage of any milestone payments received by us under the Collaboration Agreement in respect of achievement of development or regulatory milestones specific to Japan, and (iii) will pay to FCDI a percentage of all royalties received by the Company under the Collaboration Agreement in respect of sales of products in Japan.

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 $31,400.

During the three months ended March 31, 2022, the Company made payments of $3,003 and incurred research and development expenses of $1,445, and legal fees of $30, recorded within general and administrative expenses in its consolidated statements of operations and comprehensive loss. As of March 31, 2022, there was $850 in accounts payable related to this agreement on the consolidated balance sheets. As of December 31, 2021, there was $2,375 in accounts payable on the consolidated balance sheets.

During the three months ended March 31, 2021, the Company made payments of $3,223, and incurred research and development expenses of $2,781, and legal fees of $21, 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 $19 and $38 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 months ended March 31, 2022 and 2021, respectively. As of December 31, 2021, there was $18 in accrued expenses related to this agreement on the consolidated balance sheets. As of March 31, 2022, there was no accrued expenses to this agreement.

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

3 Months Ended

Mar. 31, 2022

Basis of presentation

Merger and 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


	March 31, 2022		December 31, 2021
Cash and cash equivalents	$	126,039	$	56,445
Restricted cash		1,717		1,717
Cash, cash equivalents, and restricted cash	$	127,756	$	58,162

Investments

Investments

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.

Property and equipment, net

Property and equipment, net

Research and development expenses

Research and development expenses

Stock based compensation

Stock-based compensation

Warrants

Warrants

Foreign currency translation

Basic and diluted net loss per common shares

Income taxes

Income taxes

Collaboration Revenue

Collaboration revenue

Recent accounting pronouncements

Recent accounting pronouncements

Restricted stock

Basic and diluted net loss per common shares

Restricted stock

Stock Options

Stock based compensation

Early exercised options

and $3,000, respectively, recorded in deposit liability related to shares held by employees and nonemployees that were subject to repurchase.


	March 31, 2022	December 31, 2021
Total shares legally outstanding	58,880,054	56,633,898
Less: unvested early exercised shares	(773,394)	(946,586)
Less: unvested restricted stock	(520,630)	(681,789)
Total shares issued and outstanding	57,586,030	55,005,523

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

3 Months Ended

Mar. 31, 2022

Summary of significant accounting policies and basis of presentation

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


	March 31, 2022		December 31, 2021
Cash and cash equivalents	$	126,039	$	56,445
Restricted cash		1,717		1,717
Cash, cash equivalents, and restricted cash	$	127,756	$	58,162

Reconciliation of shares issued and outstanding


	March 31, 2022	December 31, 2021
Total shares legally outstanding	58,880,054	56,633,898
Less: unvested early exercised shares	(773,394)	(946,586)
Less: unvested restricted stock	(520,630)	(681,789)
Total shares issued and outstanding	57,586,030	55,005,523

Initial capitalization (Tables)

3 Months Ended

Mar. 31, 2022

Prior Century's Assets

Schedule of Capitalization [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

Financial instruments and fair value measurements (Tables)

3 Months Ended

Mar. 31, 2022

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	$	120,656		—		—	$	120,656
U.S. Treasury		102,746		—		—		102,746
Corporate bonds		—		237,595		—		237,595
Total	$	223,402	$	237,595	$	—	$	460,997


	Level 1		Level 2		Level 3		Total
Cash equivalents	$	52,882		—		—	$	52,882
U.S. Treasury		79,752		—		—		79,752
Corporate bonds		—		222,596		—		222,596
Total	$	132,634	$	222,596	$	—	$	355,230

Schedule of investments in fixed maturity securities


			Gross		Gross
			Unrealized		Unrealized
	Amortized Cost		Gains		Losses		Fair Value
U.S. Treasury	$	104,173	$	—	$	(1,427)	$	102,746
Corporate bonds		238,747		3		(1,155)		237,595
Total	$	342,920	$	3	$	(2,582)	$	340,341


			Gross		Gross
			Unrealized		Unrealized
	Amortized Cost		Gains		Losses		Fair Value
U.S. Treasury	$	80,052	$	—	$	(300)	$	79,752
Corporate bonds		222,898		—		(302)		222,596
Total	$	302,950	$	—	$	(602)	$	302,348

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


	March 31, 2022		December 31, 2021
Less than one year	$	234,981	$	166,434
One to five years		105,360		135,914
	$	340,341	$	302,348

- 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)

3 Months Ended

Mar. 31, 2022

Prepaid expenses and other current assets.

Schedule of summary of prepaid expenses and other current assets


	March 31,		December 31,
	2022		2021
Research and development	$	487	$	210
Insurance		817		1,606
Software licenses and other		1,761		2,033
Reimbursement receivable		247		250
Warranties		428		424
Other		—		250
Total prepaid expenses and other current assets	$	3,740	$	4,773

Property and equipment, net (Tables)

3 Months Ended

Mar. 31, 2022

Property and equipment, net

Schedule of summary of property and equipment, net


	March 31,		December 31,
	2022		2021
Lab equipment	$	21,200	$	18,114
Leasehold improvements		8,365		8,365
Construction in progress		35,920		32,836
Computer software and equipment		4,192		2,623
Furniture and fixtures		1,491		1,358
Total		71,168		63,296
Less: Accumulated depreciation		(6,487)		(5,329)
Property and equipment, net	$	64,681	$	57,967

Accrued expenses and other liabilities (Tables)

3 Months Ended

Mar. 31, 2022

Accrued expenses and other liabilities.

Schedule of summary of accrued expenses


	March 31,		December 31,
	2022		2021
Payroll and bonuses	$	1,447	$	4,445
Interest		82		82
Professional and legal fees		2,479		796
Operating lease liability, current		592		615
Other		247		102
Total accrued expenses and other liabilities	$	4,847	$	6,040

Long-term debt (Tables)

3 Months Ended

Mar. 31, 2022

Long-term debt

Summary of the Company's indebtedness


	March 31, 2022		December 31, 2021
Principal	$	10,000	$	10,000
Plus: End of term fee		395		395
Less: Debt discount attributable to warrants, net of accretion		(21)		(25)
Less: Unamortized deferred financing cost and end of term fee, net of accretion		(356)		(428)
Long-term debt, net	$	10,018	$	9,942

Schedule of interest expense of the Loan Agreement


	For the Three		For the Three
	Months Ended		Months Ended
	March 31, 2022		March 31, 2021
Interest expense	$	238	$	239
Amortization of debt issuance costs, including end of term fee accretion		76		75
	$	314	$	314

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
2022	$	—
2023		6,550
2024		3,845
Total future payments	$	10,395

Revenue recognition (Tables)

3 Months Ended

Mar. 31, 2022

Revenue recognition

Schedule of transaction price unsatisfied



Performance obligations:	Transaction price		Cumulative collaboration revenue recognized		Deferred collaboration revenue
Option rights	$	109,045	$	-	$	109,045
Research and development services		14,142		(1,058)		13,084
Total		123,187		(1,058)		122,129
Less current portion of deferred revenue		-		-		(6,379)
Total long-term deferred revenue	$	123,187	$	(1,058)	$	115,750

Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases

Schedule of components of lease expenses


	For the		For the
	Three Months Ended		Three Months Ended
	March 31, 2022		March 31, 2021
Operating lease expense:
Fixed lease cost	$	597	$	548
Variable lease cost		297		272
Short term lease expense		649		668
Total operating lease expense	$	1,543	$	1,488

Schedule of Supplemental Balance Sheet Information Related to Leases

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


		As of		As of
		March 31,		December 31,
	Location in Balance Sheet	2022		2021

Operating lease right-of-use asset, net	Operating lease right-of-use assets	$	11,670	$	11,854
Operating lease liability, current	Accrued expenses and other liabilities	$	592	$	615
Operating lease liability, long-term	Operating lease liability, long-term		14,430		14,559
Total operating lease liability		$	15,022	$	15,174

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 March 31, 2022		As of December 31, 2021
Weighted-average remaining lease terms - operating leases	7.74 years		7.99 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 Three Months Ended		For the Three Months Ended
	March 31, 2022		March 31, 2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	(152)	$	127
Right-of-use assets obtained in exchange for lease obligations:	$	—	$	3,295

Schedule of Future minimum lease payments of operating leases


	Operating Leases
2022	$	2,762
2023		2,679
2024		2,708
2025		2,747
2026		2,776
Thereafter		15,524
Total lease payments		29,196
Less: Imputed interest		(10,468)
Less: Tenant incentive receivable		(3,706)
Total	$	15,022

Basic and diluted net loss per common share (Tables)

3 Months Ended

Mar. 31, 2022

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
	March 31,		March 31,
	2022		2021
Numerator
Net loss	$	(37,513)	$	(18,348)

Denominator
Weighted-average common shares for basic and diluted net loss per share		57,051,539		7,677,196

Basic and diluted net loss per common share	$	(0.66)	$	(2.39)

Schedule of potential shares of common stock excluded


	Three Months Ended	Three Months Ended
	March 31,	March 31,
	2022	2021
Stock options to purchase common stock	7,424,538	3,419,208
Early exercised stock options subject to future vesting	773,394	952,518
Restricted stock award subject to future vesting	520,630	902,703
Warrants on long term debt	32,009	16,112
Convertible preferred stock	—	85,865,789
Total	8,750,571	91,156,330

Stock based compensation (Tables)

3 Months Ended

Mar. 31, 2022

Stock based compensation

Schedule of stock option activity


		Weighted Average
				Remaining		Aggregate
				Contractual		Intrinsic
				Term		Value
	Shares	Exercise Price		(years)		(in thousands)
Outstanding January 1, 2022	5,678,604	$	5.36	8.35	$	11,595
Granted	1,871,450		13.21	—		—
Exercised - vested	(85,396)		0.77	—		—
Forfeited	(40,120)		4.03	—		—
Outstanding, March 31, 2022	7,424,538	$	7.34	8.52	$	43,259
Exercisable at March 31, 2022	3,470,378	$	4.07	8.29	$	28,266

Schedule of weighted-average assumptions


	March 31, 2022
Expected dividend rate	—
Expected option term (years)	6.10
Expected volatility	73.42	%
Risk-free interest rate	1.67	%

Schedule of restricted stock activity


		Weighted Average
	Shares	Grant Date Fair Value
Total Unvested December 31, 2021	681,789	$	4.20
Granted	—		—
Vested	(161,159)		2.36
Total Unvested March 31, 2022	520,630	$	4.77

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
	Jun. 22, 2021	Mar. 31, 2022	Mar. 31, 2021
Organization and description of the business
Number of common shares issued upon conversion of redeemable convertible preferred stock	34,126,528
Net loss		$ (37,513)	$ (18,348)
Cash for operations		86,753	$ (22,179)
Amount of cash and cash equivalents on short and long term investments		$ 466,380
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
Number of common shares issued upon conversion of redeemable convertible preferred stock	34,126,528
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)		3 Months Ended
	Jun. 11, 2021	Mar. 31, 2022 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	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Summary of significant accounting policies and basis of presentation
Cash on deposit	$ 1,717	$ 1,717
Cash and cash equivalents	126,039	56,445
Restricted cash	1,717	1,717
Cash, cash equivalents, and restricted cash	$ 127,756	$ 58,162	$ 80,000	$ 27,728

Summary of significant accounting policies and basis of presentation - Property and equipment and Stock-based compensation (Details)	3 Months Ended
	Mar. 31, 2022
Summary of significant accounting policies and basis of presentation
Estimated useful lives of the assets	5 years
Expected dividend rate	0.00%

Summary of significant accounting policies and basis of presentation - Early exercised options (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
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	$ 2,327	$ 3,000
Total shares legally outstanding	58,880,054	56,633,898
Exercised - unvested	(773,394)	(946,586)
Less: unvested restricted stock	(520,630)	(681,789)
Total shares issued and outstanding	57,586,030	55,005,523

Summary of significant accounting policies and basis of presentation - Restricted stock (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		12 Months Ended
	Oct. 31, 2019	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested shares		161,159
Stock based compensation expense		$ 2,380
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		1,930,178
Stock based compensation expense		$ 272	$ 39

Summary of significant accounting policies and basis of presentation - Income taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Summary of significant accounting policies and basis of presentation
Accrued interest or penalties on unrecognized tax benefits	$ 0	$ 0

Initial capitalization - Century capital contributions (Details) - Century Therapeutics, LLC $ in Thousands	Jun. 21, 2019 USD ($) shares
Schedule of Capitalization [Line Items]
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		3 Months Ended
	Jun. 19, 2019	Mar. 31, 2022	Dec. 31, 2021	Jun. 21, 2019
Schedule of Capitalization [Line Items]
Cash and cash equivalents		$ 126,039	$ 56,445
Property and equipment		64,681	57,967
Other current assets			250
Current liabilities		(21,976)	$ (15,655)
IPR&D expense		$ 10,000
Prior Century's Assets
Schedule of Capitalization [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		3 Months Ended	12 Months Ended
	Jun. 18, 2020	Jun. 21, 2019	Jan. 31, 2021	Nov. 30, 2020	Mar. 31, 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 by Century Therapeutics Canada ULC (Details) - In-process research and development (IPR&D) asset - Empirica Agreement - USD ($) $ in Thousands		1 Months Ended
	Jun. 09, 2020	Jul. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Asset Acquisition [Line Items]
Total consideration transferred	$ 4,519
Buyer transaction expenses	203
Escrow deposit	$ 1,506
Release of escrow deposit		$ 523
Accrued expenses and other liabilities
Asset Acquisition [Line Items]
Accrued compensation expense			$ 387	$ 261

Financial instruments and fair value measurements - Assets measured at fair value (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Financial instruments and fair value measurements
Cash equivalents	$ 120,656	$ 52,882
Debt securities	340,341	302,348
Total assets	460,997	355,230
U.S. Treasury
Financial instruments and fair value measurements
Debt securities	102,746	79,752
Corporate bonds
Financial instruments and fair value measurements
Debt securities	237,595	222,596
Level 1
Financial instruments and fair value measurements
Cash equivalents	120,656	52,882
Total assets	223,402	132,634
Level 1 \| U.S. Treasury
Financial instruments and fair value measurements
Debt securities	102,746	79,752
Level 2
Financial instruments and fair value measurements
Total assets	237,595	222,596
Level 2 \| Corporate bonds
Financial instruments and fair value measurements
Debt securities	$ 237,595	$ 222,596

Financial instruments and fair value measurements - Transfers between levels (Details) $ in Thousands	Mar. 31, 2022 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	Mar. 31, 2022	Dec. 31, 2021
Financial instruments and fair value measurements
Amortized Cost	$ 342,920	$ 302,950
Gross Unrealized Gains	3
Gross Unrealized Losses	(2,582)	(602)
Fair Value	340,341	302,348
U.S. Treasury
Financial instruments and fair value measurements
Amortized Cost	104,173	80,052
Gross Unrealized Losses	(1,427)	(300)
Fair Value	102,746	79,752
Corporate bonds
Financial instruments and fair value measurements
Amortized Cost	238,747	222,898
Gross Unrealized Gains	3
Gross Unrealized Losses	(1,155)	(302)
Fair Value	$ 237,595	$ 222,596

Financial instruments and fair value measurements - Maturities of fixed maturity available-for-sale securities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Financial instruments and fair value measurements
Less than one year	$ 234,981	$ 166,434
One to five years	105,360	135,914
Fair Value	$ 340,341	$ 302,348

Prepaid expenses and other current assets - Summary of prepaid expenses and other current assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Prepaid expenses and other current assets.
Research and development	$ 487	$ 210
Insurance	817	1,606
Software licenses and other	1,761	2,033
Reimbursement receivable	247	250
Warranties	428	424
Other		250
Total prepaid expenses and other current assets	$ 3,740	$ 4,773

Property and equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Property and equipment, net
Gross total	$ 71,168		$ 63,296
Less: Accumulated depreciation	(6,487)		(5,329)
Property and equipment, net	64,681		57,967
Depreciation	1,160	$ 718
Lab equipment
Property and equipment, net
Gross total	21,200		18,114
Leasehold improvements
Property and equipment, net
Gross total	8,365		8,365
Construction in progress
Property and equipment, net
Gross total	35,920		32,836
Computer software and equipment
Property and equipment, net
Gross total	4,192		2,623
Furniture and fixtures
Property and equipment, net
Gross total	$ 1,491		$ 1,358

Accrued expenses and other liabilities - Summary of accrued expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accrued expenses and other liabilities.
Payroll and bonuses	$ 1,447	$ 4,445
Interest	82	82
Professional and legal fees	2,479	796
Operating lease liability, current	592	615
Other	247	102
Total accrued expenses and other liabilities	$ 4,847	$ 6,040

Long-term debt (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Long-term debt
Principal	$ 10,000	$ 10,000
Plus: End of term fee	395	395
Less: Debt discount attributable to warrants, net of accretion	(21)	(25)
Less: Unamortized deferred financing cost, net of accretion	(356)	(428)
Long-term debt, net	$ 10,018	$ 9,942

Long-term debt - Term Loan Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Sep. 14, 2020	Mar. 31, 2022	May 31, 2022	Dec. 31, 2021
Long-term debt
Deferred financing costs		$ 356		$ 428
Warrants to purchase units	16,112
Warrants term	10 years
Warrants exercise price	$ 13.96
Fair value of the warrants at issuance	$ 46
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
Minimum cash requirement		$ 0	$ 25,000
Debt interest rate	9.55%	9.55%
Deferred financing costs	$ 410
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 3
Long-term debt
Loan amount		$ 10,000

Long-term debt - Interest Expenses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Long-term debt
Interest expense	$ 238	$ 239
Amortization of debt issuance costs, including end of term fee accretion	76	75
Interest expense	314	$ 314
Accrued interest	82		$ 82
Accrued expenses and other liabilities
Long-term debt
Accrued interest	$ 82		$ 82

Long-term debt - Future principal payments due (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Future principal payments due
2023	$ 6,550
2024	3,845
Total future payments	$ 10,395

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Stockholders' Equity (Deficit) (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Jun. 22, 2021	Feb. 25, 2021	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Stockholders Equity
Preferred Stock, Shares Authorized	10,000,000			10,000,000	10,000,000
Proceeds from issuance of Series C preferred stock, net of issuance costs			$ 159,628
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	300,000,000
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
Share conversion price	1.00
Temporary equity, authorized		35,000,000
Series B
Stockholders Equity
Share conversion price	5.55
Temporary equity, authorized		26,143,790
Series C
Stockholders Equity
Temporary equity, shares		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

Revenue recognition (Details) $ / shares in Units, $ in Thousands		3 Months Ended
	Jan. 07, 2022 USD ($) Program item $ / shares shares	Mar. 31, 2022 USD ($) $ / shares	Mar. 31, 2021 USD ($)	Dec. 31, 2021 $ / shares	Jun. 22, 2021 $ / shares	Feb. 25, 2021 $ / shares
Common stock, par value \| $ / shares		$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Aggregate purchase price		$ 65	$ 47
Aggregate purchase price excluding premium		26,813
Total transaction price		$ 123,200
Collaboration Agreement
Number of collaboration programs \| Program	2
Additional number of collaboration programs \| Program	2
Upfront cash payment receivable	$ 100
Milestone payments receivable upon achievement of certain development and regulatory milestones	235
Sales-based milestone payments	$ 500
Termination of Royalty term	12 years
Common stock issued \| shares	2,160,760
Common stock, par value \| $ / shares	$ 23.14
Aggregate purchase price	$ 50
Common stock, premium per share \| $ / shares	$ 7.82
Premium amount of common stock	$ 23,200
Aggregate purchase price excluding premium	$ 26,800
Number of Commitments \| item	4
FCDI Collaboration Agreement \| Collaboration Agreement
Upfront cash payment receivable	$ 10

Revenue recognition - Total transaction price (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Disaggregation of Revenue [Line Items]
Total	$ 122,129
Less current portion of deferred revenue	(6,379)
Total long-term deferred revenue	115,750
Transaction price
Disaggregation of Revenue [Line Items]
Total	123,187
Total long-term deferred revenue	123,187
Cumulative collaboration revenue recognized
Disaggregation of Revenue [Line Items]
Cumulative collaboration revenue recognized	(1,058)
Option rights
Disaggregation of Revenue [Line Items]
Total	109,045
Option rights \| Transaction price
Disaggregation of Revenue [Line Items]
Total	109,045
Research and development services
Disaggregation of Revenue [Line Items]
Total	13,084
Research and development services \| Transaction price
Disaggregation of Revenue [Line Items]
Total	14,142
Research and development services \| Cumulative collaboration revenue recognized
Disaggregation of Revenue [Line Items]
Cumulative collaboration revenue recognized	$ (1,058)

Commitments and Contingencies (Details) - USD ($) $ in Thousands	1 Months Ended
	Jun. 30, 2020	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Jun. 24, 2019
Empirica Agreement
Commitments and Contingencies
Milestone payments due	$ 18
Empirica Agreement \| Maximum
Commitments and Contingencies
Sales of the licensed product Thresholds percentage	50.00%
Distributed Bio Master Service Agreement
Commitments and Contingencies
Milestone payments						$ 16,100
Milestone payments due			$ 0	$ 0
Distributed Bio Master Service Agreement \| Accrued expenses and other liabilities
Commitments and Contingencies
Accrued expenses		$ 264	36
ICell Inc. Sublicense Agreement
Commitments and Contingencies
Milestone payments due		$ 0	$ 0
Development and regulatory approval milestone payments					$ 4,250
ICell Inc. Sublicense Agreement \| Maximum
Commitments and Contingencies
Milestone payments					$ 70

Leases - Components of lease expenses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Lease deposit	$ 1,523		$ 1,549
Operating lease expense:
Fixed lease cost	597	$ 548
Variable lease cost	297	272
Short term lease expense	649	668
Total operating lease expense	$ 1,543	$ 1,488
Minimum
Lessee, Lease, Description [Line Items]
Initial lease terms	5 years
Maximum
Lessee, Lease, Description [Line Items]
Initial lease terms	16 years

Leases - Other information (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Leases
Operating lease right-of-use asset, net	$ 11,670	$ 11,854
Operating lease liability, current	$ 592	$ 615
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	$ 14,430	$ 14,559
Total operating lease liability	$ 15,022	$ 15,174

Leases - Operating lease - Other information (Details)	Mar. 31, 2022	Dec. 31, 2021
Leases
Weighted-average remaining lease terms (years) - operating leases	7 years 8 months 26 days	7 years 11 months 26 days
Weighted-average discount rate - operating leases	9.00%	9.00%

Leases - Supplemental cash flow information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Supplemental cash flow information
Operating cash flows from operating leases	$ (152)
Operating cash flows from operating leases		$ 127
Right-of-use assets obtained in exchange for lease obligations:		$ 3,295

Leases - Future minimum lease payments (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Operating Leases
2022	$ 2,762
2023	2,679
2024	2,708
2025	2,747
2026	2,776
Thereafter	15,524
Total lease payments	29,196
Less: imputed Interest	(10,468)
Less: Tenant incentive receivable	(3,706)
Total	$ 15,022	$ 15,174

Leases - Lease not yet commenced (Details) $ in Thousands	Mar. 31, 2022 USD ($) lease
Leases
Number of leases \| lease	1
Future lease payments \| $	$ 17,300
Non-cancelable lease terms	10 years

Income taxes (Details) $ in Thousands	3 Months Ended
Income taxes (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Income taxes
Income Tax Expense (Benefit)	$ 16
Amount of income tax benefits for the net operating losses incurred or for the research and development tax credits	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Basic and diluted net loss per common share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator
Net loss	$ (37,513)	$ (18,348)
Denominator
Weighted-average common shares for basic net loss per share	57,051,539	7,677,196
Weighted-average common shares for diluted net loss per share	57,051,539	7,677,196
Basic net loss per common share	$ (0.66)	$ (2.39)
Diluted net loss per common share	$ (0.66)	$ (2.39)

- 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	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Basic and diluted net loss per common share
Securities excluded from the computation of diluted net loss per share	8,750,571	91,156,330
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	7,424,538	3,419,208
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	773,394	952,518
Restricted stock
Basic and diluted net loss per common share
Securities excluded from the computation of diluted net loss per share	520,630	902,703
Warrants
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		85,865,789

Defined contribution plan (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Defined contribution plan
Defined contributions	$ 158	$ 212
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
Stock based compensation (Details) - USD ($) $ in Thousands	Jan. 01, 2022	Mar. 31, 2022	Mar. 31, 2021	Jun. 17, 2021	May 27, 2021
Stock based compensation
Stock awards vesting period		4 years
Stock based compensation expense		$ 2,380
Restricted stock
Stock based compensation
Stock awards vesting period		4 years
Stock based compensation expense		$ 272	$ 39
2021 Incentive Plan
Stock based compensation
Shares authorized for issuance		0
2021 Incentive Plan \| Stock Options
Stock based compensation
Shares authorized for issuance				5,481,735
Additional shares authorized for issuance	2,750,276
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					564,071
Employee Stock Purchase Plan 2021 [Member] \| Research and development expenses
Stock based compensation
Stock based compensation expense		$ 1,309
Employee Stock Purchase Plan 2021 [Member] \| General and administrative expense
Stock based compensation
Stock based compensation expense		$ 1,071
Employee Stock Purchase Plan 2021 [Member] \| Stock Options
Stock based compensation
Additional shares authorized for issuance	550,055

Stock based compensation - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Shares
Exercised - unvested	(773,394)	(946,586)
Stock Options
Shares
Outstanding, beginning (in shares)	5,678,604
Granted	1,871,450
Exercised - vested	(85,396)
Forfeited	(40,120)
Outstanding, ending (in shares)	7,424,538	5,678,604
Exercisable	3,470,378
Weighted Average Exercise Price
Outstanding, beginning	$ 5.36
Granted	13.21
Vested	0.77
Forfeited	4.03
Outstanding, ending	7.34	$ 5.36
Exercisable	$ 4.07
Weighted Average Remaining Contractual Term (years)
Outstanding	8 years 6 months 7 days	8 years 4 months 6 days
Exercisable	8 years 3 months 14 days
Weighted average grant date fair value	$ 8.63
Awards that vest upon contingent events	1,871,450
Aggregate Intrinsic Value
Outstanding, beginning	$ 11,595
Outstanding, ending	43,259	$ 11,595
Exercisable	28,266
Time Based Vesting [Member]
Weighted Average Remaining Contractual Term (years)
Unrecognized compensation expense	$ 30,778
Unrecognized compensation expense expected to be recognized over a weighted average period	2 years 10 months 20 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)	3 Months Ended
	Mar. 31, 2022
weighted-average assumptions fair value of stock option granted
Expected dividend rate	0.00%
Stock Options
weighted-average assumptions fair value of stock option granted
Expected option term (years)	6 years 1 month 6 days
Expected volatility	73.42%
Risk-free interest rate	1.67%

Stock based compensation - Restricted stock (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Shares
Total Unvested	681,789
Vested	(161,159)
Total Unvested	520,630
Weighted Average Exercise Price
Total Unvested	$ 4.20
Vested	2.36
Total Unvested	$ 4.77
Restricted stock vesting period	4 years
Deposit liability	$ 857	$ 980
Restricted stock
Shares
Vested	(1,930,178)
Weighted Average Exercise Price
Restricted stock vesting period	4 years
Unvested restricted stock with time-based vesting
Weighted Average Exercise Price
Unrecognized compensation expense	$ 2,345
Unrecognized compensation expense expected to be recognized over a weighted average period	1 year 3 months 10 days
Deposit liability	$ 2,327

Related party transactions (Details) $ in Thousands	3 Months Ended		12 Months Ended
Related party transactions (Details) $ in Thousands	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2019 USD ($) item	Jan. 07, 2022 USD ($)	Dec. 31, 2021 USD ($)
Collaboration Agreement
Related party transactions
Upfront cash payment receivable				$ 100
FCDI Collaboration Agreement
Related party transactions
Research budget amount	$ 31,400
Payment to related party	3,003	$ 3,223
Research and development	1,445	2,781
Legal fees	30	21
Accounts payable	850				$ 2,375
FCDI Collaboration Agreement \| Collaboration Agreement
Related party transactions
Upfront cash payment receivable				$ 10
FUJIFILM Cellular Dynamics, Inc.
Related party transactions
Development and regulatory milestone payments	6
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	0				$ 18
Shareholders of Equity Method Investor \| Consulting Arrangements \| Research and development expenses
Related party transactions
Research and development	$ 19	$ 38