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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Pfeiffenberger Brent
(Last) (First) (Middle)
C/O CENTURY THERAPEUTICS, INC.
25 N 38TH STREET, 11TH FLOOR
(Street)
PHILADELPHIA PA 19104
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Century Therapeutics, Inc. [ IPSC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/07/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1) 03/07/2024(2) A 17,425 A $0 1,470,704 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $5.32 03/07/2024(2) A 104,550 (3) 03/07/2034 Common Stock 104,550 $0 104,550 D
Explanation of Responses:
1. Reflects the grant of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Century Therapeutics, Inc.'s (the "Company's") common stock. The RSUs vest 25% on March 7, 2025, with the remaining 75% vesting on a quarterly basis for the three years thereafter, in each case subject the Reporting Person's continued service through the applicable vesting date. The RSUs will be settled on each applicable vesting date in shares of the Company's common stock.
2. This Form 4 was originally filed under the incorrect Issuer on March 11, 2024 due to an administrative error (the "Original Form 4"). The Original Form 4 is being refiled to appear associated with the correct Issuer.
3. The option vests 25% on March 7, 2025, with the remaining 75% vesting in 36 equal monthly installments, subject to the Reporting Person's continued service through each applicable vesting date.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Douglas Carr, Attorney-in-Fact 03/18/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY
	Know all by these presents, that the undersigned hereby
constitutes and appoints each of Douglas Carr and Gregory Russotti
of Century Therapeutics, Inc. (the "Company"), signing singly, and
with full power of substitution, as the undersigned's true and
lawful attorney-in-fact to:
	1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of the Company,
Forms 3, 4 and 5, in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;
	2) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to (A) complete
and execute any such Forms 3, 4 or 5 (B), complete and execute any
amendment or amendments thereto, and (C) timely file such forms with
the United States Securities and Exchange Commission and any stock
exchange or similar authority; and
	3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
	The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary or proper to be
done in the exercise of any of the rights and powers herein granted,
as fully to all intents and purposes as the undersigned might or
could do if personally present with full power of substitution or
revocation, hereby ratifying and confirming all that each such
attorney-in-fact or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein granted.
	The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of
the undersigned, is not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934.
	This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms
3, 4, and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
	IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 11th day of March, 2024.


       /s/ Brent Pfeiffenberger
       Name: Brent Pfeiffenberger