Century Therapeutics Completes $135M Private Placement Financing

Century Therapeutics has entered into a securities purchase agreement for a private placement for initial gross proceeds of approximately $135M to the Company, before placement agent fees and offering expenses. The financing is being led by new investor TCGX, and includes participation from additional new and existing investors, including RA Capital Management, Commodore Capital, Deep Track Capital, RTW Investments, Venrock Healthcare Capital Partners, and the T1D Fund. The private placement is expected to close on January 9, subject to customary closing conditions. Pursuant to the terms of the securities purchase agreement, Century Therapeutics will issue approximately 117,391,299 shares of common stock and accompanying warrants to purchase 58,695,648 shares of common stock in the private placement at a purchase price of $1.15 per share and accompanying warrant to purchase 0.5 shares of common stock and at a purchase price of $1.1499 per pre-funded warrant and accompanying warrant to purchase 0.5 shares of common stock. The pre-funded warrants will be exercisable immediately at an exercise price of $0.0001 per share and will not expire until exercised in full. The warrants to purchase common stock will be exercisable immediately upon issuance at an exercise price of $2.60 per share or $2.599 per pre-funded warrant and will expire upon the earlier of 30 days after the public announcement of initial Phase 1 clinical data for CNTY-813 and the third anniversary of the closing of the private placement. Full exercise of the warrants would provide an additional approximately $153M in gross proceeds to the Company. Leerink Partners, TD Cowen and Mizuho acted as the placement agents for the private placement.