您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。 [美股招股说明书]:Century Therapeutics Inc美国招股说明书(2026年5月21日版) - 发现报告

Century Therapeutics Inc美国招股说明书(2026年5月21日版)

2026-05-21 美股招股说明书 大熊
报告封面

This prospectus supplement amends and supplements information contained or incorporated by reference in the prospectus datedFebruary17, 2026, or the prospectus, relating to the proposed resale or other disposition by the selling stockholders identified therein,or the Selling Stockholders, of up to 176,086,947 shares of our common stock, par value $0.0001 per share, or the common stock,consisting of (i)92,030,595 shares of common stock, or the PIPE Common Shares, (ii)25,360,704 shares of common stock, or thePre-Funded Warrant Shares, issuable upon exercise of pre-funded warrants, or the Pre-Funded Warrants, and (iii)58,695,648 shares of The purpose of this prospectus supplement is solely to supplement and amend the “Selling Stockholders” section commencing onpage10 of the prospectus to reflect in the Selling Stockholder table a transfer from a selling stockholder previously identified in theprospectus to another entity, which, as a result of such transfer, is being substituted as a selling stockholder. This prospectus This prospectus supplement should be read in conjunction with, and is qualified by reference to, the prospectus, except to the extentthat information contained herein supersedes the information contained or incorporated by reference in the prospectus. This prospectus Our common stock is listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “IPSC.” On May20, 2026, the last reportedsale price of our common stock on Nasdaq was $2.25 per share. We are an emerging growth company and a smaller reporting company as defined under federal securities laws and, as such,may elect to comply with certain reduced public company reporting requirements for future filings. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE S-9 OF THISPROSPECTUS SUPPLEMENT AND ANY SIMILAR SECTIONCONTAINED IN ANY APPLICABLE PROSPECTUS Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is acriminal offense. The date of this prospectus supplement is May21, 2026. SELLING STOCKHOLDERS The following information amends and supplements the information that appears under the heading “Selling Stockholders” beginningon page10 of the prospectus. Capitalized terms used herein but not defined have the meanings ascribed to such terms in the Point72 Associates, LLC, a Selling Stockholder included in the prospectus, transferred shares held by Point72 Associates, LLC toSILV Fund,Ltd. The table that appears under the heading “Selling Stockholders” in the prospectus is being amended andsupplemented to (i)remove Point72 Associates, LLC as a Selling Stockholder and (ii)add SILV Fund,Ltd. as a Selling Stockholder. The percentages of common stock owned after the offering by the Selling Stockholder below are based on 180,102,343 shares ofcommon stock outstanding as of March31, 2026, and assumes the exercise or conversion of any securities exercisable or convertibleinto common stock owned by such Selling Stockholder but not the exercise or conversion of such securities owned by any other (1)Assumes the sale of all shares offered pursuant to this prospectus. (2)Consists of (i)2,173,913 shares of common stock and (ii)1,086,956 Common Warrants held by SILV Fund Ltd. Sirenia CapitalManagement LP, or Sirenia, is the investment manager of SILV Fund,Ltd. and as such has investment and voting power with respectto the securities held by SILV Fund,Ltd. Sirenia Capital Management GP LLC, or Sirenia GP, is the general partner of Sirenia. AlexSilverstein is the managing member of Sirenia GP. Each of SILV Fund,Ltd., Sirenia GP and Mr.Silverstein disclaims beneficialownership over such securities. The address for the Selling Stockholder is 1674 Meridian Avenue, Suite320, Miami Beach, FL 33139.