As filed with the United States Securities and Exchange Commission on March 12, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CENTURY THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 84-2040295 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
25 North 38th Street, 11th Floor
Philadelphia, Pennsylvania 19104
(267) 817-5790
(Address, including zip code, of principal executive offices)
CENTURY THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN
(Full title of the plans)
Brent Pfeiffenberger, Pharm.D.
President and Chief Executive Officer
Century Therapeutics, Inc.
25 North 38th Street, 11th Floor
Philadelphia, Pennsylvania 19104
(267) 817-5790
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Rachael M. Bushey
Jennifer Porter
Goodwin Procter LLP
3025 John F Kennedy Blvd
Philadelphia, PA 19104
(445) 207-7805
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer x | Smaller reporting company x | Emerging growth company x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement is being filed for the purpose of (i) registering an additional 4,375,954 shares of common stock, $0.0001 par value per share (the “Common Stock”), of Century Therapeutics, Inc. (the “Registrant”) that were added to the shares authorized for issuance under the Century Therapeutics, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) for which a Registration Statement on Form S-8 relating to the same employee benefit plan is effective.
The Registrant previously filed Registration Statements on Form S-8 (File Nos. 333-257644, 333-263666, 333-270649, 333-277930 and 333-285936) with the Securities and Exchange Commission (the “Commission”) to register 18,662,816 shares of Common Stock that were authorized for issuance under the 2021 Plan. Upon the effectiveness of this Registration Statement, an aggregate of 23,038,770 shares of Common Stock will be registered for issuance from time to time under the 2021 Plan. Pursuant to General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 (File Nos. 333-257644, 333-263666 and 333-270649 and 333-277930) filed with the Commission on July 2, 2021, March 17, 2022, March 17, 2023, March 14, 2024 and March 20, 2025, respectively, are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier registration statement are presented herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
| Item 1. | Plan Information. |
The information specified in Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Form S-8 instructions. The documents containing the information specified in Part I will be delivered to the participants in the 2021 Plan as required by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents of the Registrant, filed or to be filed with the Commission, are incorporated by reference in this Registration Statement as of their respective dates:
(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on March 12, 2026;
(b) the Registrant’s Current Report on Form 8-K filed with the Commission on January 8, 2026, January 12, 2026, and January 23, 2026;
(c) the description of the Common Stock contained in the Company’s Registration Statement on Form 8-A filed with the Commission on June 14, 2021 (File No. 001-40498), together with any amendment thereto filed with the Commission for the purpose of updating such description; and
(d) All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement; provided, however, that documents, reports and definitive proxy or information statements, or portions thereof, which are furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.
Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.
| Item 8. | Exhibits. |
The following documents are filed as exhibits to this Registration Statement:
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Philadelphia, Commonwealth of Pennsylvania, on this 12th day of March, 2026.
| CENTURY THERAPEUTICS, INC. | ||
| By: | /s/ Brent Pfeiffenberger, Pharm.D. | |
| Brent Pfeiffenberger, Pharm.D. | ||
| President and Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Brent Pfeiffenberger, Pharm.D. and Douglas Carr and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments thereto) under the Securities Act increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact, proxy, and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Brent Pfeiffenberger, Pharm.D. | President, Chief Executive Officer and Chairman of the Board | March 12, 2026 | ||
| Brent Pfeiffenberger, Pharm.D. | (Principal Executive Officer) | |||
| /s/ Douglas Carr | Senior Vice President, Finance and Operations | March 12, 2026 | ||
| Douglas Carr | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Kimberly Blackwell, M.D. | March 12, 2026 | |||
| Kimberly Blackwell, M.D. | Director | |||
| /s/ Martin Murphy, Ph.D. | March 12, 2026 | |||
| Martin Murphy, Ph.D. | Director | |||
| /s/ Alessandro Riva, M.D. | March 12, 2026 | |||
| Alessandro Riva, M.D. | Director | |||
| /s/ Han Lee, Ph.D. MBA | March 12, 2026 | |||
| Han Lee, Ph.D. MBA | Director | |||
| /s/ Timothy Walbert | March 12, 2026 | |||
| Timothy Walbert | Director | |||
| /s/ Daphne Quimi | March 12, 2026 | |||
| Daphne Quimi | Director |
Exhibit 5.1
March 12, 2026
Century Therapeutics, Inc.
25 North 38th Street, 11th Floor
Philadelphia, Pennsylvania 19104
| Re: | Securities Being Registered under Registration Statement on Form S-8 |
We have acted as your counsel in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 4,375,954 shares (the “Shares”) of Common Stock, $0.0001 par value per share (“Common Stock”), of Century Therapeutics, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates and other inquiries of officers of the Company.
For purposes of the opinion set forth below, we have assumed that, at the time Shares are issued, the total number of then unissued Shares, when added to the number of authorized shares of Common Stock issued, subscribed for, or otherwise committed to be issued, does not exceed the number of shares of Common Stock authorized by the Company’s certificate of incorporation.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when delivered against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.
This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
| Very truly yours, | |
| /s/ Goodwin Procter LLP | |
| GOODWIN PROCTER LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2021 Equity Incentive Plan of Century Therapeutics, Inc. of our report dated March 12, 2026, with respect to the consolidated financial statements of Century Therapeutics, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2025, filed with the Securities and Exchange Commission.
| /s/ Ernst & Young | |
| Philadelphia, Pennsylvania | |
| March 12, 2026 |
|
Calculation of Filing Fee Tables |
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Table 1: Newly Registered Securities |
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Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
|
|---|---|---|---|---|---|---|---|---|
| 1 |
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$
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$
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$
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Total Offering Amounts: |
$
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$
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Total Fee Offsets: |
$
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Net Fee Due: |
$
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Offering Note |
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1 |
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| Table 2: Fee Offset Claims and Sources |
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| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
| Fee Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |