Century Therapeutics (IPSC) regains Nasdaq compliance and drops planned reverse stock split

Rhea-AI Filing Summary

Century Therapeutics, Inc. held a special stockholder meeting where investors approved an amendment to its charter that would allow a reverse stock split of its common stock at a ratio between 1-for-5 and 1-for-30, at the discretion of the board. The proposal received 55,089,478 votes for, 5,361,020 against, and 27,055 abstentions, indicating strong support for the potential split. On the same day, the company received notice from the Nasdaq Stock Market that it had regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum closing bid price of $1.00 per share. Because the company is now in compliance with all continued listing standards, it does not intend to implement the reverse stock split that stockholders approved.

Positive

• Regained Nasdaq compliance: The company received notice it is back in compliance with Nasdaq Listing Rule 5550(a)(2) and all continued listing standards, reducing delisting risk.
• No immediate reverse split: Although stockholders approved a reverse stock split authority, the company does not intend to implement it now that compliance has been restored.

Negative

• None.

Insights

Equity & Listing Standards Analyst

Nasdaq compliance restored, making the reverse split authority unnecessary for now.

Century Therapeutics, Inc. obtained stockholder approval to amend its charter to permit a reverse stock split of its common stock in a range from 1-for-5 to 1-for-30, leaving the exact ratio to the board’s discretion. The vote tally of 55,089,478 in favor versus 5,361,020 against shows broad support for having this tool available if needed.

On the same date, the company received confirmation from Nasdaq that it had regained compliance with Listing Rule 5550(a)(2) requiring a minimum closing bid price of $1.00 per share and is now in compliance with all applicable continued listing standards. With compliance restored, the company states it does not intend to effect the reverse stock split that stockholders authorized at the special meeting.

This sequence means the company currently avoids a reverse split while maintaining its Nasdaq Capital Market listing, which can be important for liquidity and visibility. Future company or market developments, if any, would determine whether the board ever revisits the use of the authorized reverse split.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2026

Century Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40498		84-2040295
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

25 North 38th Street, 11th Floor Philadelphia, Pennsylvania		19104
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (267) 817-5790

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Exchange on Which Registered
Common Stock, par value $0.0001 per share		IPSC		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 22, 2026, Century Therapeutics, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As of November 25, 2025, the record date for the Special Meeting, there were 87,405,311 outstanding shares of the Company’s common stock. The Special Meeting was conducted virtually, and the following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Special Meeting, which are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities Exchange Commission on December 2, 2025.

(b) Proposal 1 – Approval of Charter Amendment. The approval of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s outstanding shares of common stock par value $0.0001 per share, by a ratio of any whole number between 1-for-5 and 1-for-30, the implementation of which shall be subject to the discretion of the Company’s Board of Directors, as follows:

For		Against		Abstentions		Broker Non-Votes
55,089,478		5,361,020		27,055		0

No other business properly came before the Special Meeting.

As there were sufficient votes at the time of the Special Meeting to approve the foregoing proposal, the adjournment proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the Special Meeting.

Item 8.01 Other Events.

Also on January 22, 2026, the Company received of a letter from the Nasdaq Stock Market LLC advising the Company that it has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires the Company to maintain a minimum closing bid price of $1.00 per share and that it is now in compliance with all applicable continued listing standards. As a result, the Company does not intend to effect the reverse stock split as approved by the stockholders at the Special Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CENTURY THERAPEUTICS, INC.
	By:	/s/ Brent Pfeiffenberger, Pharm.D.
	Name:	Brent Pfeiffenberger, Pharm.D.
	Title:	President and Chief Executive Officer

Date: January 23, 2026

FAQ

What did Century Therapeutics, Inc. (IPSC) stockholders approve at the special meeting?

Stockholders approved an amendment to Century Therapeutics, Inc.’s charter to allow a reverse stock split of its common stock at a ratio of any whole number between 1-for-5 and 1-for-30, with the exact ratio and implementation subject to the discretion of the board of directors.

How did Century Therapeutics, Inc. (IPSC) stockholders vote on the reverse stock split proposal?

The reverse stock split charter amendment received 55,089,478 votes for, 5,361,020 votes against, and 27,055 abstentions, indicating strong approval of the proposal.

Why did Century Therapeutics, Inc. (IPSC) consider a reverse stock split?

The reverse stock split authority was tied to managing the company’s common stock structure, including the ability to address bid-price related listing requirements. The filing notes that Nasdaq Listing Rule 5550(a)(2) requires a minimum closing bid price of $1.00 per share.

Has Century Therapeutics, Inc. (IPSC) regained compliance with Nasdaq listing rules?

Yes. On January 22, 2026, Century Therapeutics, Inc. received a letter from the Nasdaq Stock Market LLC advising that it has regained compliance with Nasdaq Listing Rule 5550(a)(2) regarding the $1.00 minimum closing bid price and is now in compliance with all applicable continued listing standards.

Will Century Therapeutics, Inc. (IPSC) implement the approved reverse stock split?

No. Because the company has regained compliance with all Nasdaq continued listing standards, it states that it does not intend to effect the reverse stock split approved by stockholders at the special meeting.

Did any other business come before the Century Therapeutics, Inc. (IPSC) special meeting?

No. The filing states that no other business properly came before the special meeting, and an adjournment proposal was not submitted because there were already sufficient votes to approve the charter amendment proposal.