CENTURY
THERAPEUTICS, INC.
NOTES TO FINANCIAL
STATEMENTS
(Unaudited)
(in thousands,
except share and per share amounts)
Note 1—Organization and
description of the business
The Company (as defined below) is an innovative biotechnology
company developing transformative allogeneic cell therapies to
create products for the treatment of both solid tumor and
hematological malignancies with significant unmet medical need.
Century Therapeutics, Inc. (“Prior Century”), was incorporated
in the state of Delaware on March 5, 2018. Since inception,
Prior Century has devoted substantially all of its time and efforts
to performing research and development activities and raising
capital.
On June 5, 2019, Century Therapeutics, LLC (the “Company”) was
formed by Prior Century and entered into an LLC Agreement
(“Agreement”). On June 21, 2019, Prior Century, through the
execution of a commitment agreement and other transaction documents
(altogether the “Commitment Agreement”) with Bayer Health, LLC
(“Bayer”), financed the creation of the Company and amended the
Agreement to account for the provisions in the Commitment Agreement
that outlined the rights, obligations, and capital contributions of
both Bayer and Prior Century in accordance with the newly executed
and amended Agreement and related Commitment Agreement (the
“Transaction”). The Transaction resulted in Prior Century
contributing substantially all of its assets, liabilities, and
operations in exchange for a retained 72% equity interest in the
Company. Subsequent to June 21, 2019, Prior Century had no
significant operations and accounted for its interest in the
Company under the equity method of accounting.
In June 2020, the Company formed Century Therapeutics Canada
ULC (“Century Canada”), a wholly owned subsidiary, to acquire the
assets of Empirica Therapeutics, Inc. (“Empirica”).
On February 25, 2021, the Company converted from a Delaware
limited liability company to a Delaware corporation, and changed
its name to “CenturyTx, Inc.” Upon completion of this
conversion, Prior Century merged with and into
CenturyTx, Inc., with CenturyTx, Inc. as the surviving
entity and CenturyTx, Inc. changed its name to “Century
Therapeutics, Inc.” In connection with this merger, the
holders of equity interests in Prior Century received equivalent
equity interests in Century Therapeutics, Inc.
On June 22, 2021, the Company completed its initial public offering
(“IPO”) of 10,550,000 shares of Common Stock. On June 22, 2021, the
Company sold an additional 1,582,500 shares of Common Stock from
the exercise of the overallotment option granted to the
underwriters in the IPO. The public offering price of the shares
sold in the IPO was $20.00 per share. The Company raised a total of
$242,650 in gross proceeds from the offering, or $221,402 in net
proceeds after deducting underwriting discounts and commissions of
$16,985 and other offering costs of approximately $4,263. Upon the
closing of the offering, all shares of the Company’s redeemable
convertible preferred stock automatically converted into 34,126,528
shares of common stock.
Principles of Consolidation
The consolidated financial statements include the consolidated
financial position and consolidated results of operations of the
Company and Century Canada. All intercompany balances and
transactions have been eliminated in consolidation.
Liquidity
The accompanying consolidated financial statements have been
prepared assuming the Company will continue as a going concern. The
Company has limited operating history and its prospects are subject
to risks, expenses, and uncertainties frequently encountered by
companies in the biotechnology and