UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 2.02 | Results of Operations and Financial Condition |
On August 14, 2025, Century Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 2.02 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements |
Appointment of Chairman
On August 13, 2025, the Board of Directors (the “Board”) of the Company appointed its Chief Executive Officer, Brent Pfeiffenberger, Pharm.D., to serve as Chairman of the Board to succeed Joseph Jimenez, effective as of August 14, 2025.
Decrease in Size of Board and Committee Changes
On August 13, 2025, each of Joseph Jimenez and Cynthia Butitta notified the Board of their intent to step down from the Board, effective as of August 14, 2025. The departures of each of Mr. Jimenez and Ms. Butitta did not result from any disagreement with the Company on any matter relating to its operations, policies or practices. Effective August 14, 2025, the Board approved its reduction in size from eight to six members.
In connection with Mr. Jimenez and Ms. Butitta’s departures, Kimberly Blackwell was appointed chair of the Nominating and Corporate Governance Committee and Alessandro Riva was appointed a member of the Compensation Committee.
Consulting Agreement
In connection with Mr. Jimenez’s departure from the Board, on August 13, 2025, the Board approved the entry into a consulting agreement with Mr. Jimenez, to be effective as of August 14, 2025. (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Jimenez will provide strategic advice to the Company’s chairman of the Board and as compensation for such services, all of the outstanding equity awards of Mr. Jimenez will continue to vest pursuant to their terms for the duration of Mr. Jimenez’s service as an advisor to the Company under the Consulting Agreement.
Chief Executive Officer Retention Award
On August 13, 2025, the Board approved a retention grant of 1,587,614 restricted stock units (the “Retention Award”) for Brent Pfeiffenberger, Pharm.D. in connection with his service as the Company’s Chief Executive Officer. The Retention Award will be granted on August 14, 2025 (the “Grant Date”) and is subject to the provisions of the Company’s 2021 Equity Incentive Plan (the “Plan”). The Retention Award shall vest 50% on the second anniversary of the Grant Date and the remaining 50% on the third anniversary of the Grant Date, subject to Dr. Pfeiffenberger’s continued service with the Company through each vesting date.
| Item 7.01 | Regulation FD Disclosure |
On August 14, 2025, the Company updated information reflected in a slide presentation, which is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. Representatives of the Company will use the updated presentation in various meetings with investors from time to time.
The information contained in this Item 7.01 (including Exhibit 99.2) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Document | |
| 99.1 | Press Release of Century Therapeutics, Inc., dated August 14, 2025 | |
| 99.2 | Investor Presentation of Century Therapeutics, Inc., dated August 14, 2025 | |
| 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 and Chief Executive Officer | |
Date: August 14, 2025