Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Eli Casdin as a Class I
Director
On September 28, 2022,
Eli Casdin tendered his resignation as a member of the board of directors (the “Board”) of Century Therapeutics, Inc.
(the “Company”) and the Compensation Committee and Nominating and Corporate Governance Committee of the Board. On September
29, 2022, the Board of the Company accepted Mr. Casdin’s resignation, effective October 1, 2022 (the “Effective Date”).
Mr. Casdin resigned to focus on other endeavors and not in connection with any disagreements with the Company.
Appointments of Daphne Quimi as a Class
I Director and Timothy P. Walbert as a Class II Director
On September 29, 2022,
pursuant to the Company’s Second Amended and Restated Certificate of Incorporation, the Board increased the size of the Board by
one, to a total of eight seats. In connection therewith, the Board appointed (i) Ms. Daphne Quimi to serve as a Class I director of the
Company and as a member of the Audit Committee and Nominating and Corporate Governance Committee, and (ii) Mr. Timothy P. Walbert to serve
as a Class II director and as a member of the Compensation Committee, in each case effective as of the Effective Date.
Daphne Quimi, 56, has
served as the Chief Financial Officer of Amicus Therapeutics, Inc. (“Amicus”),
a public biotechnology company, since January 1, 2019. Previously she served as Amicus’ Senior Vice President,
Finance and Corporate Controller and has been employed with Amicus since September 2007. Prior to Amicus, Ms. Quimi served
as Director of Consolidations and External Reporting at Bristol-Myers Squibb. Prior to joining Bristol-Myers Squibb, Ms. Quimi also
held roles of increasing responsibility in the finance department at Johnson & Johnson. Ms. Quimi brings extensive
experience in public accounting and financial reporting. Ms. Quimi received a B.S. in accountancy from Monmouth University
and an M.B.A. from the Stern School of Business of New York University. She serves on the board of Amylyx Pharmaceuticals,
Inc., a public biopharmaceutical company. Ms. Quimi is also a certified public accountant in New Jersey.
Timothy Walbert, 54, has served as President,
Chief Executive Officer and director of Horizon Therapeutics Public Limited Company, a public biotechnology company, since June 2008 and
has served as its Chairman since March 2010. From May 2007 to June 2009, Mr. Walbert served as President, Chief Executive Officer
and director of IDM Pharma, Inc., a public biotechnology company that was acquired by Takeda America Holdings, Inc. in June 2009. From
September 2005 to April 2007, Mr. Walbert served as Executive Vice President, Commercial Operations of NeoPharm, Inc., a public biotechnology
company. From June 2001 to August 2005, Mr. Walbert served as Divisional Vice President and General Manager of Immunology, where
he built and led the global development and launch of the multi-indication biologic HUMIRA, and Divisional Vice President, Global Vardiovascular
strategy at Abbott, now AbbVie. From 1998 to 2001, he served as director, CELEBREX North America and arthritis team leader, Asia Pacific,
Latin America and Canada at G.D. Searle & Company. Mr. Walbert currently serves on the board of directors of the Illinois
Biotechnology Innovation Organization (iBIO). Mr. Walbert is also a member of the National Organization for Rare Disorders (NORD)
Advisory Board and serves on the Board of Trustees of Muhlenberg College. He previously served on the board of directors of Aurinia Pharmaceuticals
Inc., a public biotechnology company from April 2020 to September 2022; Exicure, Inc., a public clinical-stage biotechnology company,
from July 2019 to February 2022; Assertio Holdings, Inc., a public specialty pharmaceutical company, from May 2020 to December 2020 (and
before that at Zyla Life Sciences, a public pharmaceutical company, from April 2014 until May 2020, when it was acquired by Assertio);
Sucampo Pharmaceuticals, Inc., a public biopharma company, from 2015 to 2018, when it was acquired by Mallinckrodt; XOMA Corporation,
a public biotechnology company, from 2011 to 2017 and Raptor Pharmaceutical Corp. (Raptor), a public biopharma company, from 2010 to 2014.
Mr. Walbert received his bachelor of arts degree in business from Muhlenberg College, in Allentown, Pennsylvania.
The Board has determined that Ms. Quimi and Mr.
Walbert are independent under the applicable Nasdaq listing rules. There are no arrangements or understandings between either Ms. Quimi
or Mr. Walbert and any other person pursuant to which either such person was selected as a director. There are no related party transactions
between the Company and either Ms. Quimi or Mr. Walbert (or any of their immediate family members) requiring disclosure under Item 404(a)
of Regulation S-K. Neither Ms. Quimi nor Mr. Walbert have any family relationships with any of the Company’s directors or executive
officers.
In accordance with the
Company’s Non-Employee Director Compensation Policy, as set forth in the Company’s definitive proxy statement, filed with
the Securities and Exchange Commission on April 21, 2022 (the “Director Compensation Policy”), the Company will pay
each of Ms. Quimi and Mr. Walbert respective annual retainers for their service on the Board and committees thereof. In addition, as of
the Effective Date, pursuant to the Director Compensation Policy, each of Ms. Quimi and Mr. Walbert were granted a 10-year, non-qualified
option to purchase 39,744 shares of Company common stock, par value $0.0001 per share (the “Common Stock”) under the
Company’s 2021 Equity Incentive Plan (collectively the “Initial Option Grants”), with an exercise price of $9.89
per share, the closing price of the Common Stock on the Effective Date. The Initial Option Grants shall vest in equal monthly installments
over thirty-six (36) months, subject to continued service to the Company.