--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-26-073429" form_type: "8-K" ticker: "IPSC" cik: "0001850119" company_name: "Century Therapeutics, Inc." filed_at: "2026-06-12T20:06:04+00:00" generated_at: "2026-06-12T20:17:30.058282+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Century Therapeutics shareholders approve increase in authorized common stock to 450M shares ## Summary - Stockholders approved amendment to increase authorized common stock from 300M to 450M shares; effective June 12, 2026. - Alessandro Riva, M.D. and Han Lee, Ph.D., M.B.A. elected as Class II directors until 2029 annual meeting. - Ratification of Ernst & Young LLP as independent auditor for fiscal 2026 received 135.6M votes for, 107K against. - Proposal to adjourn meeting passed but was unnecessary after share amendment approval. ## SEC filing metadata - accession: 0001104659-26-073429 - form_type: 8-K - ticker: IPSC - cik: 0001850119 - company_name: Century Therapeutics, Inc. - filed_at: 2026-06-12T20:06:04+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1850119/000110465926073429/0001104659-26-073429-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1850119/000110465926073429/tm2617728d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-26-073429 - JSON: https://secwatch.observer/filing/0001104659-26-073429.json - Plain text: https://secwatch.observer/filing/0001104659-26-073429.txt ## Key facts - Governance Changes Century Therapeutics, Inc.: Increased authorized shares of common stock from 300,000,000 to 450,000,000 via a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation (effective 2026-06-12). - Change: charter amendment - Effective: 2026-06-12 source text: the stockholders of Century Therapeutics, Inc. (the “Company”) approved a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock, par value $0.0001 per share (“Common Stock”, and such amendment, the “Authorized Shares Amendment”). The Authorized Shares Amendment was previously approved by the Board, subject to stockholder approval. The Authorized Shares Amendment was filed with the Secretary of State of the State of Delaware on June 11, 2026. The Authorized Shares Amendment became effective on June 12, 2026. evidence_url: https://www.sec.gov/Archives/edgar/data/1850119/000110465926073429/0001104659-26-073429-index.htm - Shareholder Votes Century Therapeutics, Inc. shareholders approved Ratification of Independent Registered Public Accountant at the 2026-06-11 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-06-11 source text: The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified, as follows: For Against Abstentions Broker Non-Votes 135,560,408 107,111 21,578 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1850119/000110465926073429/0001104659-26-073429-index.htm - Shareholder Votes Century Therapeutics, Inc. shareholders approved Approval of an adjournment of the Annual Meeting to the extent there were insufficient votes to approve Proposal 3 at the 2026-06-11 meeting. - Outcome: passed - Meeting: 2026-06-11 source text: The adjournment of the Annual Meeting to the extent there were insufficient votes to approve Proposal 3 was approved, but such an adjournment was not necessary in light of the approval of Proposal 3 at the Annual Meeting. The adjournment was approved, as follows: For Against Abstentions Broker Non-Votes 117,181,181 18,419,826 88,087 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1850119/000110465926073429/0001104659-26-073429-index.htm - Shareholder Votes Century Therapeutics, Inc. shareholders approved Approval of an amendment to the Second Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 300,000,000 to 450,000,000 at the 2026-06-11 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-06-11 source text: The amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 300,000,000 to 450,000,000 was approved, as follows: For Against Abstentions Broker Non-Votes 117,444,445 18,150,386 94,262 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1850119/000110465926073429/0001104659-26-073429-index.htm - Shareholder Votes Century Therapeutics, Inc. shareholders approved Election of Class II Directors at the 2026-06-11 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-11 source text: Each of Alessandro Riva, M.D. and Han Lee, Ph.D., M.B.A., were elected to the Company’s Board to serve as Class II directors until the 2029 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal, as follows: Name For Withheld Broker Non-Votes Alessandro Riva, M.D. 96,165,182 17,582,584 21,941,333 Han Lee, Ph.D., M.B.A. 113,675,805 71,961 21,941,333 evidence_url: https://www.sec.gov/Archives/edgar/data/1850119/000110465926073429/0001104659-26-073429-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.