Century Therapeutics, Inc. 8-K

What Happened

• Century Therapeutics, Inc. (IPSC) held a virtual special meeting of stockholders on January 22, 2026. As of the record date (November 25, 2025) there were 87,405,311 shares outstanding.
• Stockholders approved an amendment to the company’s certificate of incorporation to permit a reverse stock split by any whole-number ratio between 1-for-5 and 1-for-30 (implementation left to the Board). Voting results: For 55,089,478; Against 5,361,020; Abstentions 27,055; Broker non-votes 0.
• Also on January 22, 2026 Century received a letter from Nasdaq confirming it has regained compliance with Nasdaq Listing Rule 5550(a)(2) (minimum $1.00 closing bid) and is in compliance with all continued listing standards. As a result, the company does not intend to effect the approved reverse stock split.

Key Details

• Special meeting date: January 22, 2026; record date: November 25, 2025.
• Outstanding common shares as of record date: 87,405,311.
• Reverse split range approved by stockholders: 1-for-5 up to 1-for-30 (Board discretion to implement).
• Nasdaq compliance letter dated January 22, 2026 confirming compliance with Rule 5550(a)(2); reverse split will not be implemented.

Why It Matters

• The stockholder approval gave the Board flexibility to consolidate shares if needed to meet listing or market requirements, but the Board currently does not plan to use that authority because Nasdaq has confirmed the company’s $1 minimum bid compliance.
• For investors, the immediate practical effect is that no reverse split will occur now, which avoids changes to share count and per‑share metrics; however the company retains the option to implement a split within the approved 1-for-5 to 1-for-30 range in the future if circumstances change.