0001558370-23-009262 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2023	May 01, 2023
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
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		59,580,817
Entity Central Index Key	0001850119
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false

CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 86,832,000	$ 84,265,000
Short-term investments	164,637,000	231,233,000
Escrow deposits, current		220,000
Prepaid expenses and other current assets	4,465,000	4,003,000
Total current assets	255,934,000	319,721,000
Property and equipment, net	85,842,000	82,785,000
Operating lease right-of-use assets	28,207,000	28,945,000
Restricted cash	1,979,000	1,979,000
Long-term investments	83,316,000	51,854,000
Security deposits	950,000	1,260,000
Total assets	456,228,000	486,544,000
Current liabilities
Accounts payable	3,475,000	5,454,000
Accrued expenses and other liabilities	6,531,000	9,841,000
Deposit liability	881,000	866,000
Long-term debt, current	10,297,000	6,502,000
Deferred revenue, current	6,500,000	7,154,000
Total current liabilities	27,684,000	29,817,000
Operating lease liability, long term	41,168,000	38,698,000
Deposit liability, non-current	433,000	718,000
Deferred revenue, non-current	109,768,000	110,834,000
Long-term debt, net		3,739,000
Total liabilities	179,053,000	183,806,000
Commitments and contingencies (Note 11)
Stockholders' equity:
Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized and 0 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively
Common stock, $0.0001 par value, 125,236,190 shares authorized; 59,106,784 and 58,473,660 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	6,000	6,000
Additional paid-in capital	828,806,000	824,292,000
Accumulated deficit	(550,362,000)	(519,098,000)
Accumulated other comprehensive loss	(1,275,000)	(2,462,000)
Total stockholders' equity	277,175,000	302,738,000
Total liabilities and stockholders' equity	$ 456,228,000	$ 486,544,000

CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
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	125,236,190	125,236,190
Common Stock, Shares, Issued	59,106,784	58,473,660
Common Stock, Shares, Outstanding	59,106,784	58,473,660

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Collaboration revenue	$ 1,720	$ 1,058
Operating expenses
Research and development	24,899	21,196
General and administrative	8,902	7,298
In-process research and development		10,000
Total operating expenses	33,801	38,494
Loss from operations	(32,081)	(37,436)
Interest expense	(404)	(314)
Interest income	2,623	253
Other expense, net	(194)
Total other income (expense)	2,025	(61)
Loss before provision for income taxes	(30,056)	(37,497)
Provision for income taxes	(1,208)	(16)
Net loss	$ (31,264)	$ (37,513)
Net loss per common share Basic (in dollars per share)	$ (0.53)	$ (0.66)
Net loss per common share Diluted (in dollars per share)	$ (0.53)	$ (0.66)
Weighted average common shares outstanding Basic (in shares)	58,610,375	57,051,539
Weighted average common shares outstanding Diluted (in shares)	58,610,375	57,051,539
Other comprehensive loss
Net loss	$ (31,264)	$ (37,513)
Unrealized gain (loss) on investments	1,196	(1,986)
Foreign currency translation	(9)	(6)
Comprehensive loss	$ (30,077)	$ (39,505)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total
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 gain on short-term investments				(1,986)	(1,986)
Foreign currency translation				(6)	(6)
Stock based compensation		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
Beginning balance at Dec. 31, 2022	$ 6	824,292	(519,098)	(2,462)	302,738
Beginning Balance (in shares) at Dec. 31, 2022	58,473,660
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon the exercise of stock options		448			448
Issuance of common stock upon the exercise of stock options (in shares)	452,102
Vesting of restricted stock (in shares)	95,877
Vesting of early exercise stock options		269			269
Vesting of early exercise stock options (in shares)	85,145
Unrealized gain on short-term investments				1,196	1,196
Foreign currency translation				(9)	(9)
Stock based compensation		3,797			3,797
Net loss			(31,264)		(31,264)
Ending balance at Mar. 31, 2023	$ 6	$ 828,806	$ (550,362)	$ (1,275)	$ 277,175
Ending Balance (in shares) at Mar. 31, 2023	59,106,784

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net loss	$ (31,264)	$ (37,513)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	2,908	1,160
Amortization of deferred financing cost	56	76
Non-cash operating lease expense	(738)	188
Stock based compensation	3,797	2,380
Change in operating assets and liabilities:
Escrow deposit	220	125
Prepaid expenses and other assets	(160)	1,033
Operating lease liability	3,842	(152)
Deferred revenue	(1,720)	122,129
Accounts payable	(2,954)	(1,503)
Accrued expenses and other liabilities	(3,206)	(1,170)
Net cash (used in) provided by operating activities	(29,219)	86,753
Cash flows from investing activities
Acquisition of property and equipment	(4,991)	(4,067)
Acquisition of fixed maturity securities, available for sale	(42,829)	(103,060)
Sale of fixed maturity securities, available for sale	79,158	63,090
Net cash provided by (used in) investing activities	31,338	(44,037)
Cash flows from financing activities
Proceeds from issuance of common stock	448	65
Proceeds from issuance of shares to collaboration partner		26,813
Net cash provided by financing activities	448	26,878
Net increase in cash, cash equivalents, and restricted cash	2,567	69,594
Cash, cash equivalents and restricted cash, beginning of period	86,244	58,162
Cash, cash equivalents and restricted cash, end of period	88,811	127,756
Supplemental disclosure of cash and non-cash operating activities:
Cash paid for interest	345	238
Supplemental disclosure of non-cash investing and financing activities:
Purchase of property and equipment, accrued and unpaid	$ 975	$ 3,796

Organization and description of the business

3 Months Ended

Mar. 31, 2023

Organization and description of the business

Organization and description of the business

CENTURY THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share amounts)

Note 1—Organization and description of the business

Century Therapeutics, Inc. (the “Company”) 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. Since inception, the Company has devoted substantially all of its time and efforts to performing research and development activities, building infrastructure and raising capital. The Company is incorporated in the state of Delaware.

Century Therapeutics Canada ULC (“Century Canada”) is the Company’s wholly owned subsidiary performing research and development activities in Canada.

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, 2023, the Company incurred a net loss of $31,264. During the three months ended March 31, 2023, the Company used $29,219 of cash from operations. Cash and cash equivalents and investments were $334,785 at March 31, 2023. Management expects to incur additional losses in the future to fund its operations and conduct product research and preclinical and clinical 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.

Reduction in force

In January 2023, the Company's Board of Directors approved, and management implemented a new portfolio prioritization and capital allocation strategy. The resulting changes include pausing investment in CNTY-103 for glioblastoma as well as a discovery program in hematologic malignancies. The Company will focus on CNTY-101 and will accelerate key programs, including one follow-on candidate for lymphoma, CNTY-102, and CNTY-107 for Nectin-4+ solid tumors. In addition, the Company will continue its partnered programs with Bristol Myers Squibb. The restructuring plan resulted in a reduction in the Company's workforce of approximately 25%. In addition, lab operations in Seattle and Hamilton, Ontario were closed and research activities were consolidated in Philadelphia.

Summary of significant accounting policies and basis of presentation

3 Months Ended

Mar. 31, 2023

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, 2023, the consolidated statements of operations and comprehensive loss, and consolidated statements of changes in stockholders’ equity for the three months ended March 31, 2023 and 2022, and the consolidated statements of cash flows for the three months ended March 31, 2023 and 2022 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, 2023 or for any other subsequent interim period. The consolidated balance sheet at December 31, 2022 has been derived from the Company’s audited consolidated financial statements.

Certain prior year information has been reclassified to conform to the fiscal year 2023 presentation.

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, 2023 and December 31, 2022, 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 (the “FDA”) 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.

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, 2023 and December 31, 2022, the Company had $1,979 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, 2023		December 31, 2022
Cash and cash equivalents	$	86,832	$	84,265
Restricted cash		1,979		1,979
Cash, cash equivalents, and restricted cash	$	88,811	$	86,244

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. Computer software and equipment includes implementation costs for cloud-based software and network equipment.

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.

Clinical trial costs are a component of research and development expenses. The company expenses costs for its clinical trial activities performed by third parties, including clinical research organizations and other service providers, as they are incurred, based upon estimates of the work completed over the life of the individual study in accordance with associated agreements. The Company uses information it receives from internal personnel and outside service providers to estimate the clinical trial costs 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 initial public offering (“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 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, 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 is 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, 2023 and 2022.

Early exercised options

The Company allowed certain of its employees and its consultants to exercise options granted under the 2018 Stock Option and Grant Plan (the “2018 Incentive 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 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, 2023 and December 31, 2022, there were $1,314 and $1,584, 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, 2023	December 31, 2022
Total shares legally outstanding	59,541,904	59,137,491
Less: unvested early exercised shares	(385,655)	(470,800)
Less: unvested restricted stock awards (Note 16)	(49,465)	(193,031)
Total shares issued and outstanding	59,106,784	58,473,660

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, 2023 and December 31, 2022, 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 deferred revenue, current. 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 obligations 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 adoption of ASC 326 did not have a material impact on the consolidated financial statements.

Reduction in force

3 Months Ended

Mar. 31, 2023

Reduction in force

Reduction in force

Note 3—Reduction in force

During the three months ended March 31,2023, the Company incurred $2,032 of cash-based expenses related to employee severances, benefits and related costs. In addition, the Company recorded non-cash stock-based compensation charge of $581 related to modification of equity awards for employees impacted by the restructuring during the quarter ended March 31, 2023. There were no remaining outstanding liabilities related to the reduction in force during the quarter ended March 31, 2023.

Asset purchase by Century Therapeutics Canada ULC

3 Months Ended

Mar. 31, 2023

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 Therapeutics, Inc. (“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. In July 2021, the first annual installment of $523 was released from the Escrow Deposit. In June 2022, the second annual installment of $517 was released from the Escrow Deposit. In February 2023, the third installment of $494 was released from Escrow Deposit. As of March 31, 2023 and December 31, 2022, accrued compensation expense on the promissory note was $0 and $220, which is presented within escrow deposits on the consolidated balance sheets.

Financial instruments and fair value measurements

3 Months Ended

Mar. 31, 2023

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, 2023 by level within the fair value hierarchy:


	Level 1		Level 2		Level 3		Total
Cash equivalents	$	83,187		—		—	$	83,187
U.S. Treasury		65,197		—		—		65,197
Corporate bonds				182,756		—		182,756
Total	$	148,384	$	182,756	$	—	$	331,140

The following table sets forth the Company’s assets that were measured at fair value as of December 31, 2022, by level within the fair value hierarchy:


	Level 1		Level 2		Level 3		Total
Cash equivalents	$	77,736		—		—	$	77,736
U.S. Treasury		86,475		—		—		86,475
Corporate bonds		—		196,603		—		196,603
Total	$	164,211	$	196,603	$	—	$	360,814

There were no transfers between levels during the period ended March 31, 2023. 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, 2023:


			Gross		Gross
			Unrealized		Unrealized
	Amortized Cost		Gains		Losses		Fair Value
U.S. Treasury	$	65,807	$	—	$	(610)	$	65,197
Corporate bonds		183,329		87		(660)		182,756
Total	$	249,136	$	87	$	(1,271)	$	247,953

The amortized cost, gross unrealized gains and losses, and fair value of investments in fixed maturity securities are as follows as of December 31, 2022:


			Gross		Gross
			Unrealized		Unrealized
	Amortized Cost		Gains		Losses		Fair Value
U.S. Treasury	$	87,798	$	—	$	(1,323)	$	86,475
Corporate bonds		197,668		2		(1,067)		196,603
Total	$	285,466	$	2	$	(2,390)	$	283,078

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


	March 31, 2023		December 31, 2022
Less than one year	$	164,637	$	231,224
One to five years		83,316		51,854
	$	247,953	$	283,078

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.

At March 31, 2023 and December 31, 2022, respectively, the Company had 32 and 42 available-for-sale investment debt securities in an unrealized loss position without an allowance for credit losses. Unrealized losses on corporate debt securities have not been recognized into income because the issuers’ bonds are of high credit quality (rated BBB+ or higher) and the decline in fair value is largely due to market conditions and or changes in interest rates. Management does not intend to sell and it is likely that management will not be required to sell the securities prior to the anticipated recovery of their amortized cost basis. The issuers

continue to make timely payments on the bonds. The fair value is expected to recover as the bond approach maturity.

As of March 31, 2023 and December 31, 2022, accrued interest receivable on available-for-sale investment debt securities totaling $855 and $0, respectively, is excluded from the estimate of credit losses and is included in prepaid expenses and other current assets.

- 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, 2023

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, 2023		December 31, 2022
Research and development	$	—	$	110
Prepaid clinical trial related costs		791		—
Insurance		884		1,454
Software licenses and other		1,123		1,417
Reimbursement receivable		610		780
Warranties		202		242
Accrued interest receivable		855		—
Total prepaid expenses and other current assets	$	4,465	$	4,003

Property and equipment, net

3 Months Ended

Mar. 31, 2023

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, 2023		December 31, 2022
Lab equipment	$	28,787	$	28,811
Leasehold improvements		49,180		48,951
Construction in progress		19,758		13,998
Computer software and equipment		3,132		3,132
Furniture and fixtures		1,548		1,548
Total		102,405		96,440
Less: Accumulated depreciation		(16,563)		(13,655)
Property and equipment, net	$	85,842	$	82,785

Depreciation expense was $2,908 and $1,160 for the three months ended March 31, 2023 and 2022, respectively.

Accrued expenses and other liabilities

3 Months Ended

Mar. 31, 2023

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, 2023		December 31, 2022
Payroll and bonuses	$	3,139	$	7,062
Interest		122		117
Accrued clinical trial related costs		—		314
Professional and legal fees		2,432		1,637
Operating lease liability, current		579		475
Other		259		236
Total accrued expenses and other liabilities	$	6,531	$	9,841

Long-term debt

3 Months Ended

Mar. 31, 2023

Long-term debt

Long-term debt

Note 9—Long-term debt

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


	March 31, 2023		December 31, 2022
Principal	$	10,000	$	10,000
Plus: End of term fee		395		395
Less: Debt discount attributable to warrants, net of accretion		(8)		(8)
Less: Unamortized deferred financing cost and end of term fee, net of accretion		(90)		(146)
Long-term debt, net	$	10,297	$	10,241

On September 14, 2020, the Company entered into a $10,000 Term Loan Agreement (as amended, 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 and an interest-only period of up to 30 months. The Company was in compliance with all provisions of the Loan Agreement as of March 31, 2023. 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, 2023 was 14.3%.

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

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

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

Interest expense of the Loan Agreement is as follows:



	For the Three Months Ended		For the Three Months Ended
	March 31, 2023		March 31, 2022
Interest expense	$	348	$	238
Amortization of debt issuance costs, including end of term fee accretion		56		76
	$	404	$	314

Included in accrued expenses in the accompanying consolidated balance sheets as of March 31, 2023 and December 31, 2022 was $122 and $117 of accrued interest, respectively.

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


	Principal Payments
2023	$	10,395
Total future payments	$	10,395

On May 1, 2023, the Company repaid the loan in its entirety. See Note 18.

- 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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Bristol-Myers Squibb Collaboration

3 Months Ended

Mar. 31, 2023

Bristol-Myers Squibb Collaboration

Bristol-Myers Squibb Collaboration

Note 10 – Bristol-Myers Squibb Collaboration

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, 2023, the total transaction price of $123,187 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, 2023:


			Cumulative collaboration		Deferred
Performance obligations:	Transaction price		revenue recognized		collaboration revenue
Option rights	$	109,164	$	-	$	109,164
Research and development services		14,023		(6,919)		7,104
Total		123,187		(6,919)		116,268
Less current portion of deferred revenue		-		-		(6,500)
Total long-term deferred revenue	$	123,187	$	(6,919)	$	109,768


			Cumulative collaboration		Deferred
Performance obligations:	Transaction price		revenue recognized		collaboration revenue
Option rights	$	109,164	$	-	$	109,164
Research and development services		14,023		(5,199)		8,824
Total		123,187		(5,199)		117,988
Less current portion of deferred revenue		-		-		(7,154)
Total long-term deferred revenue	$	123,187	$	(5,199)	$	110,834

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
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies.

Commitments and Contingencies

Note 11—Commitments and contingencies

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

Distributed Bio Master Service Agreement

On July 24, 2019, the Company entered into a Master Service Agreement with Distributed Bio, Inc (“DBio”), whereby DBio will screen for protein binders that bind to specific therapeutic targets. The Company pays for such services according to a payment schedule, and if the Company brings the protein binders into the clinic for further development, DBio will receive milestone payments of up to $16,100 in total for each product as the products move through the clinical development and regulatory approval processes. No milestone payments were due since the inception of the agreement.

The Company had $27 within accounts payable as of March 31, 2023 and $110 as of December 31, 2022, 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.

Leases

3 Months Ended

Mar. 31, 2023

Leases

Leases

Note 12—Leases

The Company has commitments under operating leases for certain facilities used in its operations. The Company maintains security deposits on certain leases in the amounts of $950 and $1,260 within security deposits in its consolidated balance sheets at March 31, 2023 and December 31, 2022, 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 Three Months Ended		For the Three Months Ended
	March 31, 2023		March 31, 2022
Operating lease expense:
Fixed lease cost	$	1,395	$	597
Variable lease cost		125		297
Short term lease expense		594		649
Total operating lease expense	$	2,114	$	1,543

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


		As of		As of
		March 31,		December 31,
	Location in Balance Sheet	2023		2022

Operating lease right-of-use asset, net	Operating lease right-of-use assets	$	28,207	$	28,945
Operating lease liability, current	Accrued expenses and other liabilities	$	579	$	475
Operating lease liability, long-term	Operating lease liability, long-term		41,168		38,698
Total operating lease liability		$	41,747	$	39,173

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


	As of March 31, 2023		As of December 31, 2022
Weighted-average remaining lease terms - operating leases	9.1 years		9.4 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, 2023		March 31, 2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	(31)	$	(152)

The following table reflects future minimum lease payments under noncancelable leases as of March 31, 2023:


	Operating Leases
2023	$	4,306
2024		8,079
2025		8,588
2026		8,727
2027		8,905
Thereafter		53,073
Total lease payments		91,678
Less: Imputed interest		(46,097)
Less: Tenant incentive receivable		(3,834)
Total	$	41,747

Income taxes

3 Months Ended

Mar. 31, 2023

Income taxes

Income taxes

Note 13—Income taxes

During the three months ended March 31, 2023, the Company recorded income tax expense of $1,208, which includes a tax provision of $13 related to its income tax obligations of its operating company in Canada. The Company is projecting taxable income for tax year 2023, due primarily to revenue recognition for tax purposes from the Company's Research Collaboration and Collaboration Agreement entered into with Bristol-Myers Squibb Company in 2022.

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.

The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of net operating loss carryforwards. While the Company anticipates utilizing a portion of its existing net operating loss carryforwards during tax year 2023, the Company has considered its history of cumulative net losses in the U.S., estimated future taxable income and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its U.S. deferred tax assets. As a result, as of March 31, 2023, 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 17
-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
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-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Basic and diluted net loss per common share

3 Months Ended

Mar. 31, 2023

Basic and diluted net loss per common share

Basic and diluted net loss per common share

Note 14—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,
	2023		2022
Numerator
Net loss	$	(31,264)	$	(37,513)

Denominator
Weighted-average common shares for basic and diluted net loss per share		58,610,375		57,051,539

Basic and diluted net loss per common share	$	(0.53)	$	(0.66)

The Company’s potentially dilutive securities, which include 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, 2023 and 2022 because including them would have had an anti-dilutive effect.


	Three Months Ended	Three Months Ended
	March 31,	March 31,
	2023	2022
Stock options to purchase common stock	10,370,402	7,424,538
Early exercised stock options subject to future vesting	385,655	773,394
Restricted stock award subject to future vesting	49,465	520,630
Unvested restricted stock units	544,650	—
Warrants	32,009	32,009
Total	11,382,181	8,750,571

Defined contribution plan

3 Months Ended

Mar. 31, 2023

Defined contribution plan

Defined contribution plan

Note 15—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 $384 and $158 for the three months ended March 31, 2023 and 2022, respectively. Such contribution expense has been recognized in the consolidated statement of operations for each period.

Stock based compensation

3 Months Ended

Mar. 31, 2023

Stock based compensation

Stock based compensation

Note 16—Stock-based compensation

On June 17, 2021, the Company adopted the Century Therapeutics, Inc. 2021 Equity Incentive Plan (the “2021 Incentive Plan”) which superseded the 2018 Incentive Plan and from that date forward all issuances of incentive awards will be governed by the 2021 Incentive Plan.

The 2021 Incentive Plan provides for the Company to sell or issue common stock or restricted common stock, restricted stock units (“RSU”), 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 2021 Incentive Plan, options may be granted at an exercise price not less than fair market value.

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 number of shares of common stock initially reserved for issuance under the 2021 Incentive Plan shall be increased, upon approval by the board of directors, on January 1, 2022 and each January 1 thereafter, in an amount equal to the least of, (i) five percent (5%) of the outstanding common stock on the immediately preceding December 31, or (ii) such number of common stock determined by the board of directors no later than the immediately preceding December 31. For 2022, the 2021 Incentive Plan reserved shares were increased under clause (i) by 2,750,276 shares, effective as of January 1, 2022. For 2023, the 2021 Incentive Plan reserved shares were increased under clause (i) by 2,954,788 shares, effective as of January 1, 2023. As of March 31, 2023, there were 4,863,670 shares available for issuance under the 2021 Incentive Plan.

The Company’s stock-based awards are subject to service-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. The Company may also issue awards with performance-based vesting conditions. For performance-based awards, the Company would reassess at each reporting date whether achievement of the performance condition is probable and accrue compensation expense if and when the achievement of the performance condition is probable.

The Company recognizes the costs of the stock-based payments as the employees vest in the awards.

As of March 31, 2023, the Company had reserved shares of common stock for issuance as follows:


		Shares
Options and RSUs issued and outstanding		10,915,052
Shares available for future stock option and RSU grants		4,863,670
Shares available for employee stock purchase plan		1,114,126
Total		16,892,848

The shares of Common Stock available under the 2021 Incentive Plan as of March 31, 2023 are as follows


		Shares
Balance, December 31, 2022		5,786,358
Shares reserved for issuance		2,954,788
Options granted		(3,770,399)
RSU’s granted		(546,795)
Options and RSUs forfeited / cancelled		439,718
Balance March 31, 2023		4,863,670

Stock Options

The following table summarizes stock option activity for the three month period ended March 31, 2023:


		Weighted Average
				Remaining		Aggregate
				Contractual		Intrinsic
				Term		Value
	Shares	Exercise Price		(years)		(in thousands)
Outstanding January 1, 2023	7,489,678	$	7.77	7.84	$	8,991
Granted	3,770,399		4.66	—		—
Exercised	(452,102)		0.99	—		—
Forfeited	(437,573)		10.39	—		—
Outstanding, March 31, 2023	10,370,402	$	5.28	4.55	$	3,952
Exercisable at March 31, 2023	3,145,362	$	6.45	6.93	$	3,262

The weighted average grant date fair value of awards for options granted during the three months ended March 31, 2023 was $4.65. As of March 31, 2023, there was $38,428 of total unrecognized compensation expense related to unvested stock options with time-based vesting terms, which is expected to be recognized over a weighted average period of 3.13 years.

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		December 31, 2022
Expected dividend rate	—		—
Expected option term (years)	6.08		6.09
Expected volatility	79.15	%	69.73	%
Risk-free interest rate	3.65	%	1.08	%

Stock-based compensation expense recorded under ASC 718 related to stock options granted and common stock issued under the 2021 Employee Stock Purchase Plan (the “ESPP”) were allocated to research and development and general and administrative expense as follows:


	Three Months Ended		Three Months Ended
	March 31,		March 31,
	2023		2022
Research and development	$	2,112	$	1,309
General and administrative		1,685		1,071
Total stock-based compensation	$	3,797	$	2,380

Stock-based compensation expense by award type included within the condensed consolidated statements of operations is as follows:


	Three Months Ended		Three Months Ended
	March 31,		March 31,
	2023		2022
Stock options	$	3,546	$	2,108
Restricted stock units		97		—
Restricted stock awards		93		272
Employee stock purchase plan		61		—
Total stock-based compensation	$	3,797	$	2,380

Restricted Stock Units

The following table summarizes RSU activity for the quarter ended March 31, 2023:


		Weighted Average
	Shares	Grant Date Fair Value
Total Unvested December 31, 2022	—	$	—
Granted	546,795		4.64
Forfeited	(2,145)		4.64
Total Unvested March 31, 2023	544,650	$	4.64

As of March 31, 2023, there was $2,428 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 3.85 years. All restricted stock units vest over a four-year period.

Restricted Stock Awards

The following table summarizes restricted stock activity as of March 31, 2023 and December 31, 2022:


		Weighted Average
	Shares	Grant Date Fair Value
Total Unvested December 31, 2022	193,031	$	8.41
Granted	—		—
Forfeited	(47,689)		—
Vested	(95,877)		2.50
Total Unvested March 31, 2023	49,465	$	7.27

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

As of March 31, 2023, there was $356 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 1.98 years. All restricted stock vests over a four-year period.

Early-Exercise of Unvested Equity Awards

Certain equity award holders early exercised unvested equity awards. The cash received upon early exercise of options of $1,314 was recorded as a deposit liability on the Company’s balance sheet as of March 31, 2023.

Employee Stock Purchase Plan

The ESPP was adopted by the Board of Directors in May 2021. A total of 564,071 shares of common stock were initially reserved for issuance under this plan, which shall be increased, upon approval by the board of directors, on January 1, 2022 and each January 1 thereafter, to the lesser of (i) one percent (1%) of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, or (ii) an amount determined by the board of directors no later than the last day of the immediately preceding fiscal year. For 2022, the ESPP reserved shares were increased under clause (i) by 550,055 shares, effective as of January 1, 2022. For 2023, the board waived the annual increase to the shares reserved under the ESPP. As of March 31, 2023, there were 1,114,126 shares available for issuance, under the ESPP.

Related party transactions

3 Months Ended

Mar. 31, 2023

Related party transactions

Related party transactions

Note 17—Related party transactions

License Agreements and Collaborative Agreements with Shareholder

The Company owns licenses and other contracts with 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 owns 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 owns an exclusive license agreement with FCDI. The license provides the Company with patents and know-how related to human iPSC exclusively manufactured by FCDI.

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

FCDI Collaboration Agreement

In October 2019, the Company entered into the Master Collaboration Agreement with FCDI, whereby FCDI will provide certain services to the Company to develop and manufacture iPSCs and immune cells derived therefrom. FCDI will provide services in accordance with the approved research plan and related research budget. The initial research plan covers the period from October 2019 through March 31, 2022. On July 29, 2022 the Company amended it’s Master Collaboration Agreement to extend the term through September 30, 2025.

On March 23, 2021, the Company entered into a Manufacturing Agreement with FCDI, or the Manufacturing Agreement, pursuant to which FCDI will provide certain agreed upon technology transfer, process development, analytical testing and cGMP manufacturing services to the company.

On January 7, 2022, the Company and FCDI entered into a letter agreement (the “Letter Agreement”), which amends each of the FCDI agreements pursuant to the Company’s Research Collaboration and License Agreement with Bristol-Myers Squibb. Pursuant to the Letter Agreement, and in consideration for amending the FCDI Agreements, the Company will pay to FCDI (i) an upfront payment of $10,000, (ii) a percentage of any milestone payments received by the Company under the FCDI Collaboration Agreement in respect of achievement of development or regulatory milestones specific to Japan, and (iii) a percentage of all royalties received by the Company under the FCDI Collaboration Agreement in respect of sales of products in Japan.

During the three months ended March 31, 2023, the Company made payments of $12 and incurred research and development expenses of $32 and legal fees of $33, recorded within general and administrative expenses in its consolidated statements of operations and comprehensive loss. As of March 31, 2023, there was $21 in accrued expenses related to this agreement on the consolidated balance sheets. As of December 31, 2022, there was $0 in accrued expenses on the consolidated balance sheets.

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.

Bayer Option Agreement

Bayer Health, LLC (“Bayer”) has the right of first refusal to acquire certain products researched and developed by the Company. Subject to certain exceptions, Bayer’s right of first refusal is exercisable with respect to up to four products and may only exercise these option rights in a non-sequential and alternating manner, and such rights are subject to additional limitations.

Consulting Arrangements with Shareholders

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 incurred $0 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, 2023. The Company incurred $19 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. As of March 31, 2023 and December 31, 2022, there was $0 in accrued

expenses related to this agreement on the consolidated balance sheets. This agreement was terminated in January 2023.

Subsequent Events

3 Months Ended

Mar. 31, 2023

Subsequent Events

Subsequent Events

Note 18—Subsequent Events

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements.

On May 1, 2023 the Company repaid the Loan Agreement with Hercules in full. The total repayment was $10,617, which included principal, interest, and end of term and prepayment charge.

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

3 Months Ended

Mar. 31, 2023

Basis of presentation

Certain prior year information has been reclassified to conform to the fiscal year 2023 presentation.

Segment information

Use of estimates

Concentration of credit risk and other risks and uncertainties

clearance was delayed, or if the Company was unable to maintain clearance, it could have a material adverse impact on the Company.

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, 2023		December 31, 2022
Cash and cash equivalents	$	86,832	$	84,265
Restricted cash		1,979		1,979
Cash, cash equivalents, and restricted cash	$	88,811	$	86,244

Investments

Investments

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

Stock Options

Stock based compensation

Early exercised options


	March 31, 2023	December 31, 2022
Total shares legally outstanding	59,541,904	59,137,491
Less: unvested early exercised shares	(385,655)	(470,800)
Less: unvested restricted stock awards (Note 16)	(49,465)	(193,031)
Total shares issued and outstanding	59,106,784	58,473,660

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

3 Months Ended

Mar. 31, 2023

Summary of significant accounting policies and basis of presentation

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


	March 31, 2023		December 31, 2022
Cash and cash equivalents	$	86,832	$	84,265
Restricted cash		1,979		1,979
Cash, cash equivalents, and restricted cash	$	88,811	$	86,244

Reconciliation of shares issued and outstanding


	March 31, 2023	December 31, 2022
Total shares legally outstanding	59,541,904	59,137,491
Less: unvested early exercised shares	(385,655)	(470,800)
Less: unvested restricted stock awards (Note 16)	(49,465)	(193,031)
Total shares issued and outstanding	59,106,784	58,473,660

Financial instruments and fair value measurements (Tables)

3 Months Ended

Mar. 31, 2023

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	$	83,187		—		—	$	83,187
U.S. Treasury		65,197		—		—		65,197
Corporate bonds				182,756		—		182,756
Total	$	148,384	$	182,756	$	—	$	331,140


	Level 1		Level 2		Level 3		Total
Cash equivalents	$	77,736		—		—	$	77,736
U.S. Treasury		86,475		—		—		86,475
Corporate bonds		—		196,603		—		196,603
Total	$	164,211	$	196,603	$	—	$	360,814

Schedule of investments in fixed maturity securities


			Gross		Gross
			Unrealized		Unrealized
	Amortized Cost		Gains		Losses		Fair Value
U.S. Treasury	$	65,807	$	—	$	(610)	$	65,197
Corporate bonds		183,329		87		(660)		182,756
Total	$	249,136	$	87	$	(1,271)	$	247,953


			Gross		Gross
			Unrealized		Unrealized
	Amortized Cost		Gains		Losses		Fair Value
U.S. Treasury	$	87,798	$	—	$	(1,323)	$	86,475
Corporate bonds		197,668		2		(1,067)		196,603
Total	$	285,466	$	2	$	(2,390)	$	283,078

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


	March 31, 2023		December 31, 2022
Less than one year	$	164,637	$	231,224
One to five years		83,316		51,854
	$	247,953	$	283,078

- 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, 2023

Prepaid expenses and other current assets.

Schedule of summary of prepaid expenses and other current assets


	March 31, 2023		December 31, 2022
Research and development	$	—	$	110
Prepaid clinical trial related costs		791		—
Insurance		884		1,454
Software licenses and other		1,123		1,417
Reimbursement receivable		610		780
Warranties		202		242
Accrued interest receivable		855		—
Total prepaid expenses and other current assets	$	4,465	$	4,003

Property and equipment, net (Tables)

3 Months Ended

Mar. 31, 2023

Property and equipment, net

Schedule of summary of property and equipment, net


	March 31, 2023		December 31, 2022
Lab equipment	$	28,787	$	28,811
Leasehold improvements		49,180		48,951
Construction in progress		19,758		13,998
Computer software and equipment		3,132		3,132
Furniture and fixtures		1,548		1,548
Total		102,405		96,440
Less: Accumulated depreciation		(16,563)		(13,655)
Property and equipment, net	$	85,842	$	82,785

Accrued expenses and other liabilities (Tables)

3 Months Ended

Mar. 31, 2023

Accrued expenses and other liabilities.

Schedule of summary of accrued expenses


	March 31, 2023		December 31, 2022
Payroll and bonuses	$	3,139	$	7,062
Interest		122		117
Accrued clinical trial related costs		—		314
Professional and legal fees		2,432		1,637
Operating lease liability, current		579		475
Other		259		236
Total accrued expenses and other liabilities	$	6,531	$	9,841

Long-term debt (Tables)

3 Months Ended

Mar. 31, 2023

Long-term debt

Summary of the Company's indebtedness


	March 31, 2023		December 31, 2022
Principal	$	10,000	$	10,000
Plus: End of term fee		395		395
Less: Debt discount attributable to warrants, net of accretion		(8)		(8)
Less: Unamortized deferred financing cost and end of term fee, net of accretion		(90)		(146)
Long-term debt, net	$	10,297	$	10,241

Schedule of interest expense of the Loan Agreement



	For the Three Months Ended		For the Three Months Ended
	March 31, 2023		March 31, 2022
Interest expense	$	348	$	238
Amortization of debt issuance costs, including end of term fee accretion		56		76
	$	404	$	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
2023	$	10,395
Total future payments	$	10,395

Bristol-Myers Squibb Collaboration (Tables)

3 Months Ended

Mar. 31, 2023

Bristol-Myers Squibb Collaboration

Schedule of transaction price unsatisfied


			Cumulative collaboration		Deferred
Performance obligations:	Transaction price		revenue recognized		collaboration revenue
Option rights	$	109,164	$	-	$	109,164
Research and development services		14,023		(6,919)		7,104
Total		123,187		(6,919)		116,268
Less current portion of deferred revenue		-		-		(6,500)
Total long-term deferred revenue	$	123,187	$	(6,919)	$	109,768

Leases (Tables)

3 Months Ended

Mar. 31, 2023

Leases

Schedule of components of lease expenses



	For the Three Months Ended		For the Three Months Ended
	March 31, 2023		March 31, 2022
Operating lease expense:
Fixed lease cost	$	1,395	$	597
Variable lease cost		125		297
Short term lease expense		594		649
Total operating lease expense	$	2,114	$	1,543

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	2023		2022

Operating lease right-of-use asset, net	Operating lease right-of-use assets	$	28,207	$	28,945
Operating lease liability, current	Accrued expenses and other liabilities	$	579	$	475
Operating lease liability, long-term	Operating lease liability, long-term		41,168		38,698
Total operating lease liability		$	41,747	$	39,173

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, 2023		As of December 31, 2022
Weighted-average remaining lease terms - operating leases	9.1 years		9.4 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, 2023		March 31, 2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	(31)	$	(152)

Schedule of Future minimum lease payments of operating leases


	Operating Leases
2023	$	4,306
2024		8,079
2025		8,588
2026		8,727
2027		8,905
Thereafter		53,073
Total lease payments		91,678
Less: Imputed interest		(46,097)
Less: Tenant incentive receivable		(3,834)
Total	$	41,747

Basic and diluted net loss per common share (Tables)

3 Months Ended

Mar. 31, 2023

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,
	2023		2022
Numerator
Net loss	$	(31,264)	$	(37,513)

Denominator
Weighted-average common shares for basic and diluted net loss per share		58,610,375		57,051,539

Basic and diluted net loss per common share	$	(0.53)	$	(0.66)

Schedule of potential shares of common stock excluded


	Three Months Ended	Three Months Ended
	March 31,	March 31,
	2023	2022
Stock options to purchase common stock	10,370,402	7,424,538
Early exercised stock options subject to future vesting	385,655	773,394
Restricted stock award subject to future vesting	49,465	520,630
Unvested restricted stock units	544,650	—
Warrants	32,009	32,009
Total	11,382,181	8,750,571

Stock based compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of reserved shares of common stock


		Shares
Options and RSUs issued and outstanding		10,915,052
Shares available for future stock option and RSU grants		4,863,670
Shares available for employee stock purchase plan		1,114,126
Total		16,892,848

Schedule of common stock available under 2021 Incentive Plan


		Shares
Balance, December 31, 2022		5,786,358
Shares reserved for issuance		2,954,788
Options granted		(3,770,399)
RSU’s granted		(546,795)
Options and RSUs forfeited / cancelled		439,718
Balance March 31, 2023		4,863,670

Schedule of stock option activity


		Weighted Average
				Remaining		Aggregate
				Contractual		Intrinsic
				Term		Value
	Shares	Exercise Price		(years)		(in thousands)
Outstanding January 1, 2023	7,489,678	$	7.77	7.84	$	8,991
Granted	3,770,399		4.66	—		—
Exercised	(452,102)		0.99	—		—
Forfeited	(437,573)		10.39	—		—
Outstanding, March 31, 2023	10,370,402	$	5.28	4.55	$	3,952
Exercisable at March 31, 2023	3,145,362	$	6.45	6.93	$	3,262

Schedule of weighted-average assumptions


	March 31, 2022		December 31, 2022
Expected dividend rate	—		—
Expected option term (years)	6.08		6.09
Expected volatility	79.15	%	69.73	%
Risk-free interest rate	3.65	%	1.08	%

Schedule of stock-based compensation expense and by award type


	Three Months Ended		Three Months Ended
	March 31,		March 31,
	2023		2022
Research and development	$	2,112	$	1,309
General and administrative		1,685		1,071
Total stock-based compensation	$	3,797	$	2,380

Stock-based compensation expense by award type included within the condensed consolidated statements of operations is as follows:


	Three Months Ended		Three Months Ended
	March 31,		March 31,
	2023		2022
Stock options	$	3,546	$	2,108
Restricted stock units		97		—
Restricted stock awards		93		272
Employee stock purchase plan		61		—
Total stock-based compensation	$	3,797	$	2,380

Restricted stock units

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of restricted stock activity


		Weighted Average
	Shares	Grant Date Fair Value
Total Unvested December 31, 2022	—	$	—
Granted	546,795		4.64
Forfeited	(2,145)		4.64
Total Unvested March 31, 2023	544,650	$	4.64

Restricted stock

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of restricted stock activity


		Weighted Average
	Shares	Grant Date Fair Value
Total Unvested December 31, 2022	193,031	$	8.41
Granted	—		—
Forfeited	(47,689)		—
Vested	(95,877)		2.50
Total Unvested March 31, 2023	49,465	$	7.27

Organization and description of the business - Going concern and liquidity (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Jan. 31, 2023	Mar. 31, 2023	Mar. 31, 2022
Organization and description of the business
Net loss		$ (31,264)	$ (37,513)
Cash used in operations		(29,219)	$ 86,753
Amount of cash and cash equivalents on short and long term investments		$ 334,785
Reduction percenatge	25.00%

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Summary of significant accounting policies and basis of presentation (Details)	3 Months Ended
	Mar. 31, 2023 segment
Summary of significant accounting policies and basis of presentation
Number of operating segment	1

Summary of significant accounting policies and basis of presentation - Restricted cash (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Summary of significant accounting policies and basis of presentation
Cash on deposit	$ 1,979	$ 1,979
Cash and cash equivalents	86,832	84,265
Restricted cash	1,979	1,979
Cash, cash equivalents, and restricted cash	$ 88,811	$ 86,244	$ 127,756	$ 58,162

Summary of significant accounting policies and basis of presentation - Property and equipment and Stock-based compensation (Details)	3 Months Ended
	Mar. 31, 2023
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, 2023	Dec. 31, 2022
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	$ 1,314	$ 1,584
Total shares legally outstanding	59,541,904	59,137,491
Less: unvested early exercised shares	(385,655)	(470,800)
Less: unvested restricted stock awards (Note 16)	(49,465)	(193,031)
Total shares issued and outstanding	59,106,784	58,473,660

Summary of significant accounting policies and basis of presentation - Income taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Summary of significant accounting policies and basis of presentation
Accrued interest or penalties on unrecognized tax benefits	$ 0	$ 0

Reduction in force (Details) - Employee Severance [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Reduction in force
Amount of cash-based expenses	$ 2,032
Amount of non-cash stock-based compensation charge	581
Amount of remaining outstanding liabilities related to the reduction	$ 0

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	Feb. 28, 2023	Jun. 30, 2022	Jul. 31, 2021	Mar. 31, 2023	Dec. 31, 2022
Asset Acquisition [Line Items]
Total consideration transferred	$ 4,519
Buyer transaction expenses	203
Escrow deposit	$ 1,506
Release of escrow deposit		$ 494	$ 517	$ 523
Accrued expenses and other liabilities
Asset Acquisition [Line Items]
Accrued compensation expense					$ 0	$ 220

Financial instruments and fair value measurements - Assets measured at fair value (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Financial instruments and fair value measurements
Cash equivalents	$ 83,187	$ 77,736
Debt securities	247,953	283,078
Total assets	331,140	360,814
U.S. Treasury
Financial instruments and fair value measurements
Debt securities	65,197	86,475
Corporate bonds
Financial instruments and fair value measurements
Debt securities	182,756	196,603
Level 1
Financial instruments and fair value measurements
Cash equivalents	83,187	77,736
Total assets	148,384	164,211
Level 1 \| U.S. Treasury
Financial instruments and fair value measurements
Debt securities	65,197	86,475
Level 2
Financial instruments and fair value measurements
Total assets	182,756	196,603
Level 2 \| Corporate bonds
Financial instruments and fair value measurements
Debt securities	$ 182,756	$ 196,603

Financial instruments and fair value measurements - Transfers between levels (Details) $ in Thousands	Mar. 31, 2023 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, 2023	Dec. 31, 2022
Financial instruments and fair value measurements
Amortized Cost	$ 249,136	$ 285,466
Gross Unrealized Gains	87	2
Gross Unrealized Losses	(1,271)	(2,390)
Fair Value	247,953	283,078
U.S. Treasury
Financial instruments and fair value measurements
Amortized Cost	65,807	87,798
Gross Unrealized Losses	(610)	(1,323)
Fair Value	65,197	86,475
Corporate bonds
Financial instruments and fair value measurements
Amortized Cost	183,329	197,668
Gross Unrealized Gains	87	2
Gross Unrealized Losses	(660)	(1,067)
Fair Value	$ 182,756	$ 196,603

Financial instruments and fair value measurements - Maturities of fixed maturity available-for-sale securities (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023 USD ($) item	Dec. 31, 2022 USD ($) item
Financial instruments and fair value measurements
Less than one year	$ 164,637	$ 231,224
One to five years	83,316	51,854
Fair Value	$ 247,953	$ 283,078
Number of available-for-sale investment debt securities \| item	32	42
Amount of accrued interest receivable on available-for-sale investment debt securities	$ 855	$ 0

Prepaid expenses and other current assets - Summary of prepaid expenses and other current assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Prepaid expenses and other current assets.
Research and development		$ 110
Prepaid clinical trial related costs	$ 791
Insurance	884	1,454
Software licenses and other	1,123	1,417
Reimbursement receivable	610	780
Warranties	202	242
Accrued interest receivable	855
Total prepaid expenses and other current assets	$ 4,465	$ 4,003

Property and equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Property and equipment, net
Gross total	$ 102,405		$ 96,440
Less: Accumulated depreciation	(16,563)		(13,655)
Property and equipment, net	85,842		82,785
Depreciation	2,908	$ 1,160
Lab equipment
Property and equipment, net
Gross total	28,787		28,811
Leasehold improvements
Property and equipment, net
Gross total	49,180		48,951
Construction in progress
Property and equipment, net
Gross total	19,758		13,998
Computer software and equipment
Property and equipment, net
Gross total	3,132		3,132
Furniture and fixtures
Property and equipment, net
Gross total	$ 1,548		$ 1,548

Accrued expenses and other liabilities - Summary of accrued expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accrued expenses and other liabilities.
Payroll and bonuses	$ 3,139	$ 7,062
Interest	122	117
Accrued clinical trial related costs		314
Professional and legal fees	2,432	1,637
Operating lease liability, current	$ 579	$ 475
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued Expenses And Other Liabilities, Current	Accrued Expenses And Other Liabilities, Current
Other	$ 259	$ 236
Total accrued expenses and other liabilities	$ 6,531	$ 9,841

Long-term debt (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Long-term debt
Principal	$ 10,000	$ 10,000
Plus: End of term fee	395	395
Less: Debt discount attributable to warrants, net of accretion	(8)	(8)
Less: Unamortized deferred financing cost, net of accretion	(90)	(146)
Long-term debt, net	$ 10,297	$ 10,241

Long-term debt - Term Loan Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Sep. 14, 2020	Mar. 31, 2023	Dec. 31, 2022
Long-term debt
Deferred financing costs		$ 90	$ 146
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
Debt interest rate	9.55%	14.30%
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
Interest only payment period	30 months
Loan Agreement \| Minimum \| Prime Rate [Member]
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, 2023	Mar. 31, 2022	Dec. 31, 2022
Long-term debt
Interest expense	$ 348	$ 238
Amortization of debt issuance costs, including end of term fee accretion	56	76
Interest expense	404	$ 314
Accrued interest	122		$ 117
Accrued expenses and other liabilities
Long-term debt
Accrued interest	$ 122		$ 117

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

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Bristol-Myers Squibb Collaboration (Details)		3 Months Ended
Bristol-Myers Squibb Collaboration (Details)	Jan. 07, 2022 USD ($) Program item $ / shares shares	Mar. 31, 2023 USD ($) $ / shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 $ / shares
Common stock, par value \| $ / shares		$ 0.0001		$ 0.0001
Aggregate purchase price		$ 448,000	$ 65,000
Total transaction price		$ 123,187,000
Collaboration Agreement
Number of collaboration programs \| Program	2
Additional number of collaboration programs \| Program	2
Upfront cash payment receivable	$ 100,000,000
Milestone payments receivable upon achievement of certain development and regulatory milestones	235,000,000
Sales-based milestone payments	$ 500,000,000
Termination of Royalty term	12 years
Common stock issued \| shares	2,160,760
Common stock, par value \| $ / shares	$ 23.14
Aggregate purchase price	$ 50,000,000
Common stock, premium per share \| $ / shares	$ 7.82
Premium amount of common stock	$ 23,200,000
Aggregate purchase price excluding premium	$ 26,800,000
Number of Commitments \| item	4
FCDI Collaboration Agreement \| Collaboration Agreement
Upfront cash payment receivable	$ 10,000,000

Bristol-Myers Squibb Collaboration - Total transaction price (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Bristol-Myers Squibb Collaboration
Total	$ 116,268	$ 117,988
Less current portion of deferred revenue	(6,500)	(7,154)
Total long-term deferred revenue	109,768	110,834
Transaction price
Bristol-Myers Squibb Collaboration
Total	123,187	123,187
Total long-term deferred revenue	123,187	123,187
Cumulative collaboration revenue recognized
Bristol-Myers Squibb Collaboration
Cumulative collaboration revenue recognized	(6,919)	(5,199)
Option rights
Bristol-Myers Squibb Collaboration
Total	109,164	109,164
Option rights \| Transaction price
Bristol-Myers Squibb Collaboration
Total	109,164	109,164
Research and development services
Bristol-Myers Squibb Collaboration
Total	7,104	8,824
Research and development services \| Transaction price
Bristol-Myers Squibb Collaboration
Total	14,023	14,023
Research and development services \| Cumulative collaboration revenue recognized
Bristol-Myers Squibb Collaboration
Cumulative collaboration revenue recognized	$ (6,919)	$ (5,199)

Commitments and Contingencies (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2020	Jun. 24, 2019
Distributed Bio Master Service Agreement
Commitments and Contingencies
Milestone payments					$ 16,100
Milestone payments due	$ 0
Distributed Bio Master Service Agreement \| Accrued expenses and other liabilities
Commitments and Contingencies
Accrued expenses	$ 27	$ 110
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				$ 70,000

Leases - Components of lease expenses (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Lease deposit	$ 950,000		$ 1,260,000
Operating lease expense:
Fixed lease cost	1,395,000	$ 597,000
Variable lease cost	125,000	297,000
Short term lease expense	594,000	649,000
Total operating lease expense	$ 2,114,000	$ 1,543,000
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, 2023	Dec. 31, 2022
Leases
Operating lease right-of-use asset, net	$ 28,207	$ 28,945
Operating lease liability, current	$ 579	$ 475
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	$ 41,168	$ 38,698
Total operating lease liability	$ 41,747	$ 39,173

Leases - Operating lease - Other information (Details)	Mar. 31, 2023	Dec. 31, 2022
Leases
Weighted-average remaining lease terms (years) - operating leases	9 years 1 month 6 days	9 years 4 months 24 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, 2023	Mar. 31, 2022
Supplemental cash flow information
Operating cash flows from operating leases	$ (31)	$ (152)

Leases - Future minimum lease payments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Operating Leases
2023	$ 4,306
2024	8,079
2025	8,588
2026	8,727
2027	8,905
Thereafter	53,073
Total lease payments	91,678
Less: imputed Interest	(46,097)
Less: Tenant incentive receivable	(3,834)
Total	$ 41,747	$ 39,173

Income taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Income Tax
Income Tax Expense (Benefit)	$ 1,208	$ 16
Foreign Tax Authority \| Canada Revenue Agency
Income Tax
Income Tax Expense (Benefit)	$ 13

- 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, 2023	Mar. 31, 2022
Numerator
Net loss	$ (31,264)	$ (37,513)
Denominator
Weighted-average common shares for basic net loss per share	58,610,375	57,051,539
Weighted-average common shares for diluted net loss per share	58,610,375	57,051,539
Basic net loss per common share	$ (0.53)	$ (0.66)
Diluted net loss per common share	$ (0.53)	$ (0.66)

- 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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- Definition

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

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ 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, 2023	Mar. 31, 2022
Basic and diluted net loss per common share
Securities excluded from the computation of diluted net loss per share	11,382,181	8,750,571
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	10,370,402	7,424,538
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	385,655	773,394
Restricted stock award subject to future vesting
Basic and diluted net loss per common share
Securities excluded from the computation of diluted net loss per share	49,465	520,630
Unvested restricted stock units
Basic and diluted net loss per common share
Securities excluded from the computation of diluted net loss per share	544,650
Warrants
Basic and diluted net loss per common share
Securities excluded from the computation of diluted net loss per share	32,009	32,009

Defined contribution plan (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Defined contribution plan
Defined contributions	$ 384	$ 158
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) - shares	3 Months Ended	12 Months Ended
Stock based compensation (Details) - shares	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jun. 17, 2021
Stock Options
Stock based compensation
Stock awards vesting period	4 years
2021 Incentive Plan
Stock based compensation
Percentage of common stock outstanding		(5.00%)
Increase in common stock reserved	2,954,788	2,750,276	2,750,276
Shares available for grant	4,863,670	5,786,358
2021 Incentive Plan \| Stock Options
Stock based compensation
Shares authorized for issuance				5,481,735
Shares available for grant				5,640,711
Stock reserved for issuance upon the exercise of previously granted stock options				158,976

Stock based compensation - Reserved shares of common stock (Details) - 2021 Incentive Plan	Mar. 31, 2023 shares
Stock based compensation
Reserved shares of common stock for issuance	16,892,848
Options and RSUs
Stock based compensation
Options and RSUs issued and outstanding	10,915,052
Reserved shares of common stock for issuance	4,863,670
Employee stock purchase plan
Stock based compensation
Reserved shares of common stock for issuance	1,114,126

Stock based compensation - Common stock available under 2021 Incentive Plan (Details) - shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Stock Options
Stock based compensation
Options granted	(3,770,399)
Restricted stock units
Stock based compensation
RSU's granted	(546,795)
2021 Incentive Plan
Stock based compensation
Beginning balance	5,786,358
Shares reserved for issuance	2,954,788	2,750,276	2,750,276
Options and RSUs forfeited / cancelled	439,718
Ending balance	4,863,670	5,786,358
2021 Incentive Plan \| Stock Options
Stock based compensation
Options granted	(3,770,399)
2021 Incentive Plan \| Restricted stock units
Stock based compensation
RSU's granted	(546,795)

Stock based compensation - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Shares
Less: unvested early exercised shares	(385,655)	(470,800)
Stock Options
Shares
Outstanding, beginning (in shares)	7,489,678
Granted	3,770,399
Exercised - vested	(452,102)
Forfeited	(437,573)
Outstanding, ending (in shares)	10,370,402	7,489,678
Exercisable	3,145,362
Weighted Average Exercise Price
Outstanding, beginning	$ 7.77
Granted	4.66
Exercised - vested	0.99
Forfeited	10.39
Outstanding, ending	5.28	$ 7.77
Exercisable	$ 6.45
Weighted Average Remaining Contractual Term (years)
Outstanding	4 years 6 months 18 days	7 years 10 months 2 days
Exercisable	6 years 11 months 4 days
Weighted average grant date fair value	$ 4.65
Options granted	3,770,399
Aggregate Intrinsic Value
Outstanding, beginning	$ 8,991
Outstanding, ending	3,952	$ 8,991
Exercisable	3,262
Time Based Vesting
Weighted Average Remaining Contractual Term (years)
Unrecognized compensation expense	$ 38,428
Unrecognized compensation expense expected to be recognized over a weighted average period	3 years 1 month 17 days

Stock based compensation - Stock option weighted-average assumptions (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 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 29 days	6 years 1 month 2 days
Expected volatility		79.15%	69.73%
Risk-free interest rate		3.65%	1.08%

Stock based compensation - Stock-based compensation expense and by award type (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Stock based compensation
Total stock-based compensation	$ 3,797	$ 2,380
Stock options
Stock based compensation
Total stock-based compensation	3,546	2,108
Restricted stock units
Stock based compensation
Total stock-based compensation	97
Restricted stock awards
Stock based compensation
Total stock-based compensation	93	272
Employee stock purchase plan
Stock based compensation
Total stock-based compensation	61
Research and development expenses
Stock based compensation
Total stock-based compensation	2,112	1,309
General and administrative expense
Stock based compensation
Total stock-based compensation	$ 1,685	$ 1,071

Stock based compensation - Restricted stock (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Shares
Total Unvested	193,031
Total Unvested	49,465
Weighted Average Exercise Price
Deposit liability	$ 881	$ 866
Restricted stock
Weighted Average Exercise Price
Restricted stock vesting period	4 years
Unvested restricted stock with time-based vesting
Shares
Total Unvested	193,031
Forfeited	(47,689)
Vested	(95,877)
Total Unvested	49,465
Weighted Average Exercise Price
Total Unvested	$ 8.41
Vested	2.50
Total Unvested	$ 7.27
Unrecognized compensation expense	$ 356
Unrecognized compensation expense expected to be recognized over a weighted average period	1 year 11 months 23 days
Deposit liability	$ 1,314
Restricted stock units
Shares
Granted	546,795
Forfeited	(2,145)
Total Unvested	544,650
Weighted Average Exercise Price
Granted	$ 4.64
Forfeited	4.64
Total Unvested	$ 4.64
Unrecognized compensation expense	$ 2,428
Unrecognized compensation expense expected to be recognized over a weighted average period	3 years 10 months 6 days
Restricted stock vesting period	4 years

Stock based compensation - Employee Stock Purchase Plan (Details) - Employee Stock Purchase Plan 2021 - shares	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2023
Stock based compensation
Shares authorized for issuance	564,071
Percentage of common stock outstanding	(1.00%)
Increase in common stock reserved	550,055
Shares available for grant		1,114,126

Related party transactions (Details)	3 Months Ended		12 Months Ended
Related party transactions (Details)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2019 USD ($) item	Dec. 31, 2022 USD ($)	Jan. 07, 2022 USD ($)
Collaboration Agreement
Related party transactions
Upfront cash payment receivable					$ 100,000,000
FCDI Collaboration Agreement
Related party transactions
Payment to related party	$ 12,000	$ 3,003,000
Research and development	32,000	1,445,000
Legal fees	33,000	30,000
Accounts payable				$ 0
Accrued expenses	21,000
FCDI Collaboration Agreement \| Collaboration Agreement
Related party transactions
Upfront cash payment receivable					$ 10,000,000
FUJIFILM Cellular Dynamics, Inc.
Related party transactions
Development and regulatory milestone payments	6,000,000
Shareholders of Equity Method Investor \| Consulting Arrangements
Related party transactions
Number of related parties \| item			2
Pre payments to related party			$ 125,000
Shareholders of Equity Method Investor \| Consulting Arrangements \| Accrued expenses
Related party transactions
Accrued expenses	0			$ 0
Shareholders of Equity Method Investor \| Consulting Arrangements \| Research and development expenses
Related party transactions
Research and development	$ 0	$ 19,000

Subsequent Events (Details) $ in Thousands	May 01, 2023 USD ($)
Subsequent Event \| Loan Agreement
Subsequent Events
Total repayment, principal interest	$ 10,617