Century Therapeutics, Inc. 8-K

What Happened

• Century Therapeutics, Inc. announced on Jan. 7, 2026 that it entered a securities purchase agreement for a private placement expected to raise approximately $135.0 million in gross proceeds. The deal covers the issuance of (i) 92,030,595 shares of common stock and/or pre‑funded warrants to purchase 25,360,704 shares, together with (ii) Common Warrants to purchase 58,695,648 shares (or pre‑funded warrants in lieu). The private placement is expected to close on or about Jan. 9, 2026, subject to customary closing conditions. The company said net proceeds will be used to advance its lead candidate, CNTY‑813, and for working capital and general corporate purposes.

Key Details

• Purchase price: $1.15 per share (with an accompanying Common Warrant to purchase 0.5 share) or $1.1499 per Pre‑Funded Warrant (with accompanying Common Warrant to purchase 0.5 share).
• Pre‑Funded Warrants: exercisable immediately at $0.0001 per share and do not expire until fully exercised.
• Common Warrants: exercisable immediately, expire on the earlier of (a) 30 days after public announcement of initial Phase 1 data for CNTY‑813 or (b) the third anniversary of closing; exercise price $2.60 per share (or $2.599 per Pre‑Funded Warrant).
• Registration rights: Company will file a registration statement covering resale of the Private Placement Shares within 30 days after closing; liquidated damages of 1% of an investor’s invested amount per 30‑day period apply if registration filing/effectiveness deadlines aren’t met (subject to caps and exceptions).

Why It Matters

• This financing provides immediate capital to advance CNTY‑813, potentially supporting upcoming clinical milestones. The structure (shares or pre‑funded warrants plus detachable Common Warrants) supplies investors with upfront ownership or near‑immediate exercisable claims while giving the company cash now.
• Registration rights and the liquidated‑damages provision give investors a contractual path to public resale if the company delays the registration, which can affect liquidity timelines for these securities.
• Investors should note dilution and warrant overhang: the transaction adds a significant number of shares and warrants that could convert or be exercised in the future, impacting share count and potential upside.