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): ~~August~~November 2713, 2025

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.)

25 North 38th Street, 11th 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 32.0102 ~~Notice~~Results of ~~Delisting~~Operations orand ~~Failure~~Financial ~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.~~Condition

On ~~February~~November 2613, 2025, Century Therapeutics, Inc. (the “Company”) issued ~~received~~ a ~~deficiency~~press ~~letter~~release ~~from~~announcing ~~the~~its ~~Nasdaq~~financial ~~Listing Qualifications~~results ~~Staff~~for ~~(“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying~~ the ~~Company~~quarter ~~that~~ended ~~based~~September ~~on the closing bid price for the last~~ 30 ~~consecutive business days~~, ~~the~~2025. ~~Company~~A ~~was~~copy ~~not~~of ~~in compliance with~~ the ~~$1.00~~press ~~minimum~~release ~~bid~~is ~~price requirement for continued~~furnished ~~listing on The Nasdaq Global Select Market,~~ as ~~set~~Exhibit ~~forth in Nasdaq Listing Rule 5450(a)(~~99.1~~) (the~~ ~~“Bid Price~~to ~~Rule”).~~this InCurrent ~~accordance~~Report ~~with~~on ~~Nasdaq~~Form ~~Listing~~8-K ~~Rule 5810(c)(3)(A),~~and ~~the~~is ~~Company~~incorporated ~~was~~herein ~~provided~~by ~~a period of 180 calendar days, or until August 26, 2025 (the “Initial Compliance Date”), to regain compliance with the Bid Price Rule~~reference.

The ~~Company~~information ~~did~~contained ~~not~~in ~~regain~~this ~~compliance~~Item ~~with the Bid Price Rule by the Initial Compliance Date~~2.02 ~~On August 27, 2025, Nasdaq notified the Company that it had granted the Company an additional 180 calendar day period, or until February 23, 2026~~ (~~the~~including ~~“Extended~~Exhibit ~~Compliance Date”), to regain compliance with the Bid Price Rule~~99. ~~Nasdaq’s determination was based on, among other things, (~~1) ~~the Company meeting the continued listing requirement for market~~ ~~value~~is ofbeing ~~publicly~~furnished ~~held shares~~ and ~~all~~shall ~~other~~not ~~initial~~be ~~listing~~deemed ~~requirements~~“filed” for ~~The~~purposes ~~Nasdaq~~of ~~Capital~~Section ~~Market,~~18 ~~with~~of the ~~exception~~Securities ofExchange ~~the~~Act ~~Bid Price~~of ~~Rule~~1934, ~~and~~as amended (2) the ~~Company’s~~“Exchange ~~written~~Act”), ~~notice~~or ofotherwise ~~its~~subject ~~intention~~ to ~~cure~~ the ~~deficiency~~liabilities byof ~~effecting~~that asection ~~reverse~~and ~~stock~~shall ~~split, if~~not ~~necessary.~~be Ondeemed ~~August 27, 2025, Nasdaq approved the Company’s transfer from The Nasdaq Global Select Market~~ to ~~The~~be ~~Nasdaq Capital~~incorporated ~~Market.~~by ~~This~~reference ~~transfer~~in ~~became~~any ~~effective~~filing atunder the ~~opening~~Securities Act of ~~business on August 27~~1933, ~~202~~as ~~and~~amended (the ~~Company’s~~“Securities ~~common~~Act”), ~~stock~~or ~~continues to trade under~~ the ~~symbol~~Exchange ~~“IPSC.” The Nasdaq Capital Market is a continuous trading market that operates in substantially the~~Act, ~~same~~except ~~manner~~ as ~~The~~shall ~~Nasdaq~~be ~~Global~~expressly ~~Select~~set ~~Market,~~forth ~~and~~by ~~listed~~specific ~~companies~~reference ~~must~~in ~~meet~~such ~~certain financial requirements and comply with Nasdaq’s corporate governance requirements~~filing.

~~If,~~Item ~~at any time before the Extended Compliance Date, the closing bid price for the Company’s common stock is at least $1~~7.0001 ~~per~~Regulation ~~share~~FD ~~for a minimum of 10 consecutive business days as required under the Bid Price Rule, Nasdaq will provide written notification to the Company that it complies with the Bid Price Rule.~~Disclosure

~~The~~On ~~Company~~November ~~intends~~13, to2025, ~~continue to monitor~~ the ~~closing~~Company ~~bid~~updated ~~price~~information ofreflected in ~~its~~a ~~common~~slide ~~stock~~presentation, ~~and~~which ~~will~~is ~~consider~~attached ~~available~~as ~~options,~~Exhibit ~~including~~99.2 ato ~~reverse~~this ~~stock~~Current ~~split,~~Report toon ~~regain~~Form ~~compliance~~8-K ~~with~~and ~~the~~is ~~Bid~~incorporated ~~Price~~herein ~~Rule~~by reference. ~~There~~Representatives ~~can~~of ~~be no assurance that~~ the Company will beuse ~~able to regain compliance with~~ the ~~Bid~~updated ~~Price~~presentation ~~Rule or~~in ~~will~~various ~~otherwise~~meetings ~~be in compliance~~ with ~~other~~investors ~~Nasdaq~~from ~~listing~~time ~~criteria~~to time.

The information contained in this Item 7.01 (including Exhibit 99.2) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01

Other Events

On November 13, 2025, the Company also issued a press release announcing its first program for Type 1 diabetes, CNTY-813. A copy of the press release is furnished herewith as Exhibit 99.3, and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Document

99.1		Earnings Press Release of Century Therapeutics, Inc., dated November 13, 2025

99.2		Investor Presentation of Century Therapeutics, Inc., dated November 13, 2025

99.3		Press Release of Century Therapeutics, Inc., dated November 13, 2025.

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.~~PharmD, MBA Name: Brent Pfeiffenberger, ~~Pharm.D.~~PharmD, MBA Title: President and Chief Executive Officer

Date: ~~August 29~~November 13, 2025

Filing Compare · Century Therapeutics, Inc.