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  4. [8-K] Century Therapeutics, Inc. Reports Material Event

Century Therapeutics (IPSC) shareholders back higher authorized shares and board slate

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Century Therapeutics, Inc. increased the number of authorized shares of its common stock from 300,000,000 to 450,000,000 through a Certificate of Amendment that became effective on June 12, 2026. Stockholders approved this Authorized Shares Amendment at the company’s 2026 Annual Meeting.

At the same meeting, stockholders elected Alessandro Riva, M.D. and Han Lee, Ph.D., M.B.A. as Class II directors, each to serve until the 2029 Annual Meeting. They also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the 2026 fiscal year and approved an adjournment proposal, although an adjournment was not needed.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Authorized common shares (new) 450,000,000 shares Authorized common stock after amendment effective June 12, 2026
Authorized common shares (prior) 300,000,000 shares Authorized common stock before the 2026 amendment
Shares outstanding 180,354,197 shares Common stock outstanding as of April 16, 2026 record date
Vote for share increase 117,444,445 for / 18,150,386 against Proposal to increase authorized common shares to 450,000,000
Auditor ratification votes 135,560,408 for / 107,111 against Ratification of Ernst & Young LLP for fiscal 2026
Director vote – Han Lee 113,675,805 for Election as Class II director until 2029 Annual Meeting
Director vote – Alessandro Riva 96,165,182 for Election as Class II director until 2029 Annual Meeting
Authorized Shares Amendment regulatory
"such amendment, the “Authorized Shares Amendment”"
Certificate of Amendment regulatory
"approved a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
Second Amended and Restated Certificate of Incorporation regulatory
"amendment to the Second Amended and Restated Certificate of Incorporation, as amended"
broker non-votes financial
"Broker Non-Votes | ------------------------------------------------------------------- | 117,444,445"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"independent registered public accounting firm for the 2026 fiscal year was ratified"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
emerging growth company regulatory
"Emerging growth company x"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
false --12-31 0001850119 0001850119 2026-06-11 2026-06-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): June 11, 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 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As further described under Item 5.07 of this Current Report on this Form 8-K, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), and upon the recommendation of the Board of Directors (the “Board”), the stockholders of Century Therapeutics, Inc. (the “Company”) approved a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock, par value $0.0001 per share (“Common Stock”, and such amendment, the “Authorized Shares Amendment”). The Authorized Shares Amendment was previously approved by the Board, subject to stockholder approval.

 

The Authorized Shares Amendment was filed with the Secretary of State of the State of Delaware on June 11, 2026. The Authorized Shares Amendment became effective on June 12, 2026.

 

The foregoing description of the Authorized Shares Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.

 

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

 

On June 11, 2026, the Company held its Annual Meeting. As of April 16, 2026, the record date for the Annual Meeting, there were 180,354,197 outstanding shares of the Company’s common stock. The Annual 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 Annual Meeting, which are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities Exchange Commission on April 27, 2026.

 

(a) Proposal 1 - Election of Class II Directors. Each of Alessandro Riva, M.D. and Han Lee, Ph.D., M.B.A., were elected to the Company’s Board to serve as Class II directors until the 2029 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal, as follows:

 

Name  For   Withheld   Broker Non-Votes 
Alessandro Riva, M.D.   96,165,182    17,582,584    21,941,333 
Han Lee, Ph.D., M.B.A.   113,675,805    71,961    21,941,333 

 

(b) Proposal 2 - Ratification of Independent Registered Public Accountant. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified, as follows:

 

For   Against   Abstentions   Broker Non-Votes 
 135,560,408    107,111    21,578    0 

 

(c) Proposal 3 - Approval of an amendment to the Second Amended and Restated Certificate of Incorporation, as amended. The amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 300,000,000 to 450,000,000 was approved, as follows:

 

For   Against   Abstentions   Broker Non-Votes 
 117,444,445    18,150,386    94,262    0 

 

(d) Proposal 4 - Approval of an adjournment of the Annual Meeting. The adjournment of the Annual Meeting to the extent there were insufficient votes to approve Proposal 3 was approved, but such an adjournment was not necessary in light of the approval of Proposal 3 at the Annual Meeting. The adjournment was approved, as follows:

 

For   Against   Abstentions   Broker Non-Votes 
 117,181,181    18,419,826    88,087    0 

 

 

 

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.		   Document
     
3.1   Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation, as amended, of Century Therapeutics, Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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, Chief Executive Officer and Chairman of the Board of Directors

 

Date: June 12, 2026

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Century Therapeutics (IPSC) stockholders approve regarding authorized shares?

Century Therapeutics stockholders approved an amendment increasing authorized common shares from 300,000,000 to 450,000,000. This change was implemented through a Certificate of Amendment that became effective on June 12, 2026, expanding the company’s capacity to issue additional common stock in the future.

Which directors were elected at Century Therapeutics’ 2026 Annual Meeting?

Stockholders elected Alessandro Riva, M.D. and Han Lee, Ph.D., M.B.A. as Class II directors. They will serve until the 2029 Annual Meeting of Stockholders and continue until their successors are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal.

How many Century Therapeutics (IPSC) shares were outstanding on the 2026 record date?

Century Therapeutics had 180,354,197 shares of common stock outstanding as of April 16, 2026, the record date for the 2026 Annual Meeting. This figure determined which stockholders were entitled to vote on the meeting’s proposals, including the authorized share increase.

Which auditor did Century Therapeutics stockholders ratify for fiscal 2026?

Stockholders ratified Ernst & Young LLP as Century Therapeutics’ independent registered public accounting firm for the 2026 fiscal year. The ratification vote totaled 135,560,408 shares for, 107,111 against, and 21,578 abstentions, with no broker non-votes reported.

What were the voting results on Century Therapeutics’ authorized share increase?

The proposal to increase authorized common shares from 300,000,000 to 450,000,000 received 117,444,445 votes for, 18,150,386 against, and 94,262 abstentions. There were no broker non-votes on this proposal, indicating sufficient support for the amendment’s approval.

Was an adjournment of Century Therapeutics’ 2026 Annual Meeting required?

Stockholders approved an adjournment proposal with 117,181,181 votes for, 18,419,826 against, and 88,087 abstentions. However, an adjournment was not necessary because the authorized share increase proposal was approved during the scheduled Annual Meeting session.

Filing Exhibits & Attachments

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