Century Therapeutics, Inc. 8-K

What Happened

• Century Therapeutics announced that its stockholders approved a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock (par value $0.0001). The amendment was approved at the 2026 Annual Meeting, had been recommended by the Board, was filed with the Delaware Secretary of State on June 11, 2026, and became effective June 12, 2026. The Certificate of Amendment is filed as Exhibit 3.1 to the Form 8-K.

Key Details

• Stockholder approval occurred at the Company’s 2026 Annual Meeting of Stockholders.
• The amendment increases the number of authorized shares of common stock (par value $0.0001); the filing does not itself issue any new shares.
• The Board previously approved the amendment, subject to stockholder approval.
• Certificate of Amendment filed with Delaware on June 11, 2026; effective June 12, 2026 (Exhibit 3.1).

Why It Matters

• Increasing authorized shares gives the company legal capacity to issue additional common stock in the future for purposes such as fundraising, acquisitions, or equity compensation.
• This change does not by itself dilute existing holders—dilution would occur only if and when new shares are actually issued.
• Investors should watch future disclosures (proxy statements, registration statements, or 8-Ks) for any plans to issue shares, proposed financings, or changes to equity compensation that would use the newly authorized shares.