Form 8-K

8-K — Century Therapeutics, Inc.

Accession: 0001104659-26-106312

Filed: 2026-09-09

Period: 2026-09-09

CIK: 0001850119

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2625030d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2625030d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 9, 2026

Century Therapeutics, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-40498

84-2040295

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

North 38th Street, 12th Floor

Philadelphia, Pennsylvania

19104

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (267) 817-5790

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.

below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name

of Exchange on Which Registered

Common Stock, par value $0.0001 per share

IPSC

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 9, 2026,

the Board of Directors (the “Board”) of Century Therapeutics, Inc. (the “Company”), upon the recommendation

of the Nominating and Corporate Governance Committee of the Board, increased its size from six to seven directors and appointed Mr. Joseph

Truitt as a member of the Board, effective as of September 9, 2026 (the “Effective Date”). Mr. Truitt will serve

as a Class I director with a term expiring at the 2028 Annual Meeting of Stockholders, or until his successor is duly elected and

qualified or until his earlier resignation, death or removal. Mr. Truitt will serve as a member of the Compensation Committee of

the Board.

Mr. Truitt, 62, currently

serves as Chief Executive Officer of iECURE, Inc., a gene editing company, a role he has held since March 2021. Since May 2020,

Mr. Truitt has served as a member of the board of directors of Larimar Therapeutics, Inc. (Nasdaq: LRMR). Mr. Truitt has

also served as a director of Code Biotherapeutics, Inc., a gene therapy development company, since December 2020. From May 2018

until April 2020, Mr. Truitt served as President, Chief Executive Officer and member of the board of directors of Achillion

Pharmaceuticals, Inc. (“Achillion”, formerly Nasdaq: ACHN), a clinical-stage biopharmaceutical company developing small

molecule drug therapies for immune system disorders, which was acquired by Alexion Pharmaceuticals, Inc., a global biopharmaceutical

company, in January 2020. From April 2020 through December 2020, Mr. Truitt served as Chief Executive Officer of BioSpecifics

Technologies Corp. (formerly Nasdaq: BSTC), a biopharmaceutical company that develops collagenase-based therapies, which was acquired

by Endo International plc in December 2020. Before joining Achillion, from July 2006 to December 2008, Mr. Truitt

served as Vice President, Business Development and Product Strategy of Lev Pharmaceuticals, Inc. and, from 2000 to 2006, he served

as Vice President, Sales and Operations of Johnson & Johnson – OraPharma, Inc. Prior to this, Mr. Truitt spent

nine years at TAP Pharmaceuticals Inc. in a variety of sales and marketing roles before a two-year role as a consultant at IMS Health

Inc. Mr. Truitt received his B.S. in Marketing from La Salle University and his M.B.A. from St. Joseph’s University in Pharmaceutical

Marketing. Mr. Truitt previously was a Captain in the United States Marine Corps.

Mr. Truitt will be compensated

for his service as a non-employee director pursuant to the Company’s Non-Employee Director Compensation Policy. Mr. Truitt

will receive an initial option award to purchase 148,000 shares of the Company’s common stock pursuant to the Company’s 2021

Equity Incentive Plan (the “Initial Option Grant”). The Initial Option Grant shall vest in equal monthly installments over

a period of 36 months following the Effective Date, subject to Mr. Truitt’s continued service with the Company. Mr. Truitt

is also entitled to receive an annual cash retainer of $40,000 as a member of the Board. The Company entered into an indemnification agreement

with Mr. Truitt in substantially the same form as those entered into with the other directors of the Company.

The Board has determined that

Mr. Truitt is an independent director under the applicable Nasdaq listing rules. There are no family relationships between Mr. Truitt

and any of the directors or executive officers of the Company, and there are no transactions in which Mr. Truitt has a direct or

indirect material interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between

Mr. Truitt and any other person pursuant to which Mr. Truitt was selected as a director of the Company.

Item 7.01

Regulation FD Disclosure

On September 9, 2026, the Company issued a

press release announcing the appointment to the Board as discussed above. The full text of this press release is attached hereto as Exhibit 99.1

and is incorporated by reference herein. The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished

and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under

the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference to such filing.

Item 9.01

Financial Statements

and Exhibits

(d) Exhibits

Exhibit

No.

Document

99.1

Press Release of Century Therapeutics, Inc., dated September 9, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTURY THERAPEUTICS, INC.

By:

/s/ Brent Pfeiffenberger, Pharm.D., M.B.A.

Name:

Brent Pfeiffenberger, Pharm.D., M.B.A.

Title:

President, Chief Executive Officer and Chairman of the Board of Directors

Date: September 9, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2625030d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Century Therapeutics Appoints

Joseph Truitt to Board of Directors

PHILADELPHIA,

September 9, 2026 - Century Therapeutics, Inc. (‘Century’, NASDAQ: IPSC), a biotechnology company developing induced

pluripotent stem cell (iPSC)-derived cell therapies for autoimmune diseases, including type 1 diabetes (T1D), and cancer, today announced

the appointment of Joseph Truitt to its Board of Directors.

Truitt currently serves as Chief Executive Officer and a member of

the Board of Directors of iECURE, Inc., a clinical-stage biotechnology company advancing genome-editing therapies for rare, life-threatening

genetic diseases. He is Chairman of the Board of Larimar Therapeutics (NASDAQ: LRMR) and a member of the Board of Directors of Code Biotherapeutics.

Truitt previously served as Chief Executive Officer of BioSpecifics Technologies Corp. until its acquisition by Endo International plc

in December 2020. Prior to BioSpecifics, Truitt spent more than a decade at Achillion Pharmaceuticals, where he held positions of increasing

responsibility, including Chief Commercial Officer, Chief Operating Officer and Chief Executive Officer, before the company's acquisition

by Alexion Pharmaceuticals in January 2020.

Truitt served as a Captain in the United States Marine Corps. He holds

an MBA from Saint Joseph's University and a BS from La Salle University.

“Joe brings a rare combination of commercial leadership

and global operational discipline to our board, having built and scaled multiple biotechnology organizations through periods of significant

growth and transition,” said Brent Pfeiffenberger, Pharm.D., Chief Executive Officer of Century Therapeutics. “As we advance

CNTY-813 toward IND submission and CNTY-308 toward clinical entry this year, his experience building teams and infrastructure across geographies

will be a valuable resource for Century.”

The appointment comes as Century advances two programs toward key milestones.

CNTY-813, an iPSC-derived islet replacement therapy for T1D, remains on track for an IND submission in the fourth quarter of 2026, following

a pre-IND meeting with the FDA that yielded alignment on the nonclinical data package, manufacturing strategy, and proposed Phase 1/2

trial design.

CNTY-308, a CD19-targeted CD4+/CD8+

αβ CAR-iT cell therapy for B-cell-mediated diseases, is anticipated to enter the clinic in 2026. Both programs are engineered

with Century’s industry-leading Allo-Evasion™ 5.0 platform.

About Century Therapeutics

Century Therapeutics (NASDAQ: IPSC) is a biotechnology company

advancing a pipeline of induced pluripotent stem cell (iPSC)-derived cell therapies with the potential to meaningfully address autoimmune

diseases, including type 1 diabetes, and cancer. Century’s therapies are derived from its iPSC cell foundry and leverage its novel

immune evasion engineering technology, Allo-Evasion™. Century believes its approach to developing off-the-shelf cell therapies will

expand patient access and provide advantages over existing cell therapies which will ultimately advance the course of care. For more information

on Century Therapeutics, please visit www.centurytx.com and connect with us on LinkedIn.

Forward-looking statements

This press release contains forward-looking statements within the

meaning of, and made pursuant to the safe harbor provisions of, The Private Securities Litigation Reform Act of 1995. All statements

contained in this press release, other than statements of historical facts or statements that relate to present facts or current

conditions, including but not limited to, statements about our timing and expectations regarding our preclinical and clinical

development programs, including planned development of CNTY-813 and CNTY-308, therapeutic potential and market opportunity, ongoing

and planned regulatory submissions and interactions, the achievement of developmental milestones, corporate strategies, and

anticipated data readouts, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other

important factors that may cause our actual results, performance, or achievements to be materially different from any future

results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify

forward-looking statements by terms such as “may,” “might,” “will,” “should,”

“expect,” “plan,” “aim,” “seek,” “anticipate,” “could,”

“intend,” “target,” “project,” “contemplate,” “believe,”

“estimate,” “predict,” “forecast,” “potential” or “continue” or the

negative of these terms or other similar expressions. The forward-looking statements in this press release are only predictions. We

have based these forward-looking statements largely on our current expectations and projections about future events and financial

trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements

speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions, some of which

cannot be predicted or quantified and some of which are beyond our control, including, among others: our ability to successfully

advance our current and future product candidates through development activities, preclinical studies, and clinical trials; our

ability to meet development milestones on anticipated timelines; uncertainties inherent in the results of preliminary data, and

pre-clinical studies, which may not be predictive of final results or the results of clinical trials; our ability to obtain

clearance of our future IND or CTA submissions and commence and complete clinical trials on expected timelines, or at all; our

reliance on the maintenance of certain key collaborative relationships for the manufacturing and development of our product

candidates; the timing, scope and likelihood of regulatory filings and approvals, including final regulatory approval of our product

candidates; the impact of geopolitical issues, trade disputes and tariffs, banking instability and inflation on our business and

operations, supply chain and labor force; the performance of third parties in connection with the development of our product

candidates, including third parties conducting our clinical trials as well as third-party suppliers and manufacturers; our ability

to successfully commercialize our product candidates and develop sales and marketing capabilities, if our product candidates are

approved; our ability to recruit and maintain key members of management and our ability to maintain and successfully enforce

adequate intellectual property protection. These and other risks and uncertainties are described more fully in the “Risk

Factors” section of our most recent filings with the Securities and Exchange Commission and available at www.sec.gov. You

should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our

forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the

forward-looking statements.

Moreover, we operate in a dynamic industry and economy. New

risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties

that we may face. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained

herein, whether as a result of any new information, future events, changed circumstances or otherwise.

For

more information:

Century Therapeutics

Douglas Carr

Senior Vice President, Finance

LifeSci Advisors, LLC

Corey Davis, Ph.D.

212-915-2577

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