Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 12, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity File Number | 001-40498 | |
Entity Registrant Name | Century Therapeutics, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-2040295 | |
Entity Address State Or Province | PA | |
Entity Address, Address Line One | 3675 Market Street | |
Entity Address, City or Town | Philadelphia | |
Entity Address, Postal Zip Code | 19104 | |
City Area Code | 267 | |
Local Phone Number | 817-5790 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | IPSC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 54,404,091 | |
Entity Central Index Key | 0001850119 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 272,277 | $ 27,211 |
Short-term investments | 125,290 | 48,542 |
Escrow deposits, current | 419 | 783 |
Prepaid expenses and other current assets | 4,625 | 2,261 |
Total current assets | 402,611 | 78,797 |
Property and equipment, net | 34,462 | 15,385 |
Operating lease right-of-use assets | 12,251 | 9,392 |
Restricted cash | 2,235 | 517 |
Escrow deposits, non-current | 555 | 723 |
Long-term investments | 42,474 | 1,053 |
Security deposits | 1,042 | 909 |
Total assets | 495,630 | 106,776 |
Current liabilities | ||
Accounts payable | 13,427 | 8,082 |
Accrued expenses and other liabilities | 6,832 | 4,030 |
Deposit liability | 966 | 0 |
Total current liabilities | 21,225 | 12,112 |
Operating lease liability, long term | 14,752 | 11,679 |
Deposit liability, non-current | 2,268 | |
Long-term debt, net | 9,788 | 9,636 |
Total liabilities | 48,033 | 33,427 |
Stockholder's deficit | ||
Common stock, $0.0001 par value, 300,000,000 and 125,236,190 shares authorized; 54,404,091 and 7,481,861 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 5 | 1 |
Additional paid-in capital | 781,558 | 217,832 |
Subscription receivable | (31,900) | |
Accumulated other comprehensive loss | (3) | (3) |
Accumulated deficit | (333,963) | (292,342) |
Total stockholders? deficit | 447,597 | (106,412) |
Total liabilities and stockholders? deficit | $ 495,630 | 106,776 |
Preferred Class A [Member] | ||
Stockholder's deficit | ||
Non-cumulative convertible preferred stock | 34,922 | |
Preferred Class B [Member] | ||
Stockholder's deficit | ||
Non-cumulative convertible preferred stock | $ 144,839 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parantheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 300,000,000 | 125,236,190 |
Common Stock, Shares, Issued | 54,404,091 | 7,481,861 |
Common Stock, Shares, Outstanding | 54,404,091 | 7,481,861 |
Preferred Class A [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 0 | 35,000,000 |
Preferred Stock, Shares Issued | 0 | 35,000,000 |
Preferred Stock, Shares Outstanding | 0 | 35,000,000 |
Preferred Class B [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 0 | 26,143,790 |
Preferred Stock, Shares Issued | 0 | 26,143,790 |
Preferred Stock, Shares Outstanding | 0 | 26,143,790 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating expenses | ||||
Research and development | $ 18,933 | $ 8,484 | $ 34,307 | $ 16,427 |
General and administrative | 4,088 | 2,310 | 6,776 | 4,360 |
Write off of in-process research and development asset | 4,722 | 4,722 | ||
Total operating expenses | 23,021 | 15,516 | 41,083 | 25,509 |
Loss from operations | (23,021) | (15,516) | (41,083) | (25,509) |
Interest expense | (318) | (632) | ||
Other income, net | 66 | 215 | 94 | 535 |
Net loss | $ (23,273) | $ (15,301) | $ (41,621) | $ (24,974) |
Net loss per common share Basic (in dollars per share) | $ (1.93) | $ (2.05) | $ (4.26) | $ (3.34) |
Weighted average common shares outstanding Basic (in shares) | 12,044,610 | 7,481,861 | 9,775,840 | 7,481,861 |
Other comprehensive loss | ||||
Net loss | $ (23,273) | $ (15,301) | $ (41,621) | $ (24,974) |
Unrealized gain on short-term investments | 32 | 97 | 5 | 124 |
Foreign currency translation adjustment | (9) | (5) | ||
Comprehensive loss | $ (23,250) | $ (15,204) | $ (41,621) | $ (24,850) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDER'S DEFICIT - USD ($) | Series A | Series B | Series C | Common Stock | Additional paid-in capital | Accumulated deficit | Subscription receivable | Accumulated Other Comprehensive Income (Loss) | Total |
Beginning balance at Dec. 31, 2019 | $ 34,992,000 | $ 144,839,000 | $ 1,000 | ||||||
Beginning balance (in shares) at Dec. 31, 2019 | 35,000,000 | 26,143,790 | 7,481,861 | ||||||
Ending balance at Mar. 31, 2020 | $ 34,992,000 | $ 144,839,000 | $ 1,000 | ||||||
Ending balance (in shares) at Mar. 31, 2020 | 35,000,000 | 26,143,790 | 7,481,861 | ||||||
Beginning balance at Dec. 31, 2019 | $ (70,000,000) | $ (238,767,000) | $ (91,859,000) | $ (3,000) | |||||
Beginning Balance (in shares) at Dec. 31, 2019 | 216,910 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Unrealized loss on short-term investments | (27,000) | (27,000) | |||||||
Stock based compensation expense | $ 221 | 221,000 | |||||||
Net loss | (9,673,000) | (9,673,000) | |||||||
Ending balance at Mar. 31, 2020 | $ 217,131 | (248,440,000) | (101,284,000) | 24,000 | |||||
Ending Balance (in shares) at Mar. 31, 2020 | (70,000,000) | ||||||||
Beginning balance at Dec. 31, 2019 | $ 34,992,000 | $ 144,839,000 | $ 1,000 | ||||||
Beginning balance (in shares) at Dec. 31, 2019 | 35,000,000 | 26,143,790 | 7,481,861 | ||||||
Ending balance at Jun. 30, 2020 | $ 34,992,000 | $ 144,839,000 | $ 1,000 | ||||||
Ending balance (in shares) at Jun. 30, 2020 | 35,000,000 | 26,143,790 | 7,481,861 | ||||||
Beginning balance at Dec. 31, 2019 | $ (70,000,000) | (238,767,000) | (91,859,000) | (3,000) | |||||
Beginning Balance (in shares) at Dec. 31, 2019 | 216,910 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | $ (24,974,000) | ||||||||
Ending balance at Jun. 30, 2020 | $ (70,000,000) | (263,741,000) | (116,351,000) | 121,000 | |||||
Ending Balance (in shares) at Jun. 30, 2020 | 217,268 | ||||||||
Beginning balance at Mar. 31, 2020 | $ 34,992,000 | $ 144,839,000 | $ 1,000 | ||||||
Beginning balance (in shares) at Mar. 31, 2020 | 35,000,000 | 26,143,790 | 7,481,861 | ||||||
Ending balance at Jun. 30, 2020 | $ 34,992,000 | $ 144,839,000 | $ 1,000 | ||||||
Ending balance (in shares) at Jun. 30, 2020 | 35,000,000 | 26,143,790 | 7,481,861 | ||||||
Beginning balance at Mar. 31, 2020 | $ 217,131 | (248,440,000) | (101,284,000) | 24,000 | |||||
Beginning Balance (in shares) at Mar. 31, 2020 | (70,000,000) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Unrealized loss on short-term investments | (97,000) | (97,000) | |||||||
Stock based compensation expense | $ 137 | 137,000 | |||||||
Net loss | (15,301,000) | (15,301,000) | (15,301,000) | ||||||
Ending balance at Jun. 30, 2020 | $ (70,000,000) | (263,741,000) | (116,351,000) | 121,000 | |||||
Ending Balance (in shares) at Jun. 30, 2020 | 217,268 | ||||||||
Beginning balance at Dec. 31, 2020 | $ 34,922,000 | $ 144,839,000 | |||||||
Beginning balance (in shares) at Dec. 31, 2020 | 35,000,000 | 26,143,790 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance of Series C preferred stock, net | $ 159,628,000 | ||||||||
Issuance of Series C preferred stock, net (in shares) | 24,721,999,000 | ||||||||
Ending balance at Mar. 31, 2021 | $ 34,922,000 | $ 144,839,000 | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 35,000,000 | 26,143,790 | 24,721,999 | ||||||
Beginning balance at Dec. 31, 2020 | $ 1,000 | 217,832,000 | (292,342,000) | (31,900,000) | $ (3,000) | (106,412,000) | |||
Beginning Balance (in shares) at Dec. 31, 2020 | 7,481,861 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Receipt of subscription receivable | 31,900,000 | 31,900,000 | |||||||
Net assets contributed as result of merger | 1,061,000 | 1,061,000 | |||||||
Issuance of common stock upon the exercise of stock options | 47,000 | 47,000 | |||||||
Issuance of common stock upon the exercise of stock options (in shares) | 40,790 | ||||||||
Vesting of restricted stock (in shares) | 150,799 | ||||||||
Vesting of early exercise stock options | 123,000 | 123,000 | |||||||
Vesting of early exercise stock options (in shares) | 199,083 | ||||||||
Unrealized loss on short-term investments | (27,000) | (27,000) | |||||||
Foreign currency translation | 4,000 | 4,000 | |||||||
Stock based compensation expense | 95,000 | 95,000 | |||||||
Net loss | (18,348,000) | (18,348,000) | |||||||
Ending balance at Mar. 31, 2021 | $ 159,628,000 | $ 1,000 | 219,158,000 | (310,690,000) | (26,000) | (91,557,000) | |||
Ending Balance (in shares) at Mar. 31, 2021 | 7,872,533 | ||||||||
Beginning balance at Dec. 31, 2020 | $ 34,922,000 | $ 144,839,000 | |||||||
Beginning balance (in shares) at Dec. 31, 2020 | 35,000,000 | 26,143,790 | |||||||
Beginning balance at Dec. 31, 2020 | $ 1,000 | 217,832,000 | (292,342,000) | $ (31,900,000) | (3,000) | (106,412,000) | |||
Beginning Balance (in shares) at Dec. 31, 2020 | 7,481,861 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Foreign currency translation | (5,000) | ||||||||
Net loss | (41,621,000) | ||||||||
Ending balance at Jun. 30, 2021 | $ 5,000 | 781,558,000 | (333,963,000) | (3,000) | 447,597,000 | ||||
Ending Balance (in shares) at Jun. 30, 2021 | 54,404,091 | ||||||||
Beginning balance at Mar. 31, 2021 | $ 34,922,000 | $ 144,839,000 | |||||||
Beginning balance (in shares) at Mar. 31, 2021 | 35,000,000 | 26,143,790 | 24,721,999 | ||||||
Beginning balance at Mar. 31, 2021 | $ 159,628,000 | $ 1,000 | 219,158,000 | (310,690,000) | (26,000) | (91,557,000) | |||
Beginning Balance (in shares) at Mar. 31, 2021 | 7,872,533 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs | $ 1,000 | 221,184,000 | 221,185,000 | ||||||
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs | 12,132,500 | ||||||||
Conversion of convertible preferred stock upon initial public offering | $ (34,922,000) | $ (144,839,000) | $ (159,628,000) | $ 3,000 | 339,385,000 | 339,388,000 | |||
Conversion of convertible preferred stock upon initial public offering | (35,000,000,000) | (26,143,790,000) | (24,721,999,000) | 34,126,528 | |||||
Issuance of common stock upon the exercise of stock options | 74,000 | 74,000 | |||||||
Issuance of common stock upon the exercise of stock options (in shares) | 79,796 | ||||||||
Vesting of restricted stock (in shares) | 130,463 | ||||||||
Vesting of early exercise stock options | 46,000 | 46,000 | |||||||
Vesting of early exercise stock options (in shares) | 62,271 | ||||||||
Unrealized loss on short-term investments | (32,000) | (32,000) | |||||||
Foreign currency translation | (9,000) | (9,000) | |||||||
Stock based compensation expense | 1,711,000 | 1,711,000 | |||||||
Net loss | (23,273,000) | (23,273,000) | |||||||
Ending balance at Jun. 30, 2021 | $ 5,000 | $ 781,558,000 | $ (333,963,000) | $ (3,000) | $ 447,597,000 | ||||
Ending Balance (in shares) at Jun. 30, 2021 | 54,404,091 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (41,621) | $ (24,974) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Write off of in-process research and development asset | 4,722 | |
Depreciation | 1,653 | 482 |
Amortization of deferred financing cost | 152 | |
Non-cash operating lease expense | 442 | 110 |
Stock based compensation | 1,806 | 358 |
Change in operating assets and liabilities: | ||
Escrow deposit | 532 | (1,506) |
Prepaid expenses and other assets | (2,497) | 1,360 |
Operating lease liability | 132 | 959 |
Accounts payable | (3,562) | 797 |
Accrued expenses and other liabilities | 2,295 | (1,132) |
Net cash used in operating activities | (40,668) | (18,824) |
Cash flows from investing activities | ||
Acquisition of property and equipment | (12,513) | (3,415) |
Payments for purchase of fixed maturity securities, available for sale | (142,069) | (4,415) |
Asset acquisition, net of cash acquired | (4,722) | |
Sale of fixed maturity securities, available for sale | 23,900 | 10,100 |
Net cash used in investing activities | (130,682) | (2,452) |
Cash flows from financing activities | ||
Payments of deferred financing cost | (11) | |
Gross proceeds from initial public offering | 221,878 | |
Proceeds from issuance of common stock | 121 | |
Proceeds from early exercises of common stock options, net of expense | 2,281 | |
Proceeds from subscription receivable | 31,900 | |
Proceeds from issuance of Series C preferred stock, net of issuance costs | 159,628 | |
Cash contributed as a result of merger | 2,326 | |
Net cash provided by financing activities | 418,134 | (11) |
Net (decrease) increase in cash, cash equivalents, and restricted cash | 246,784 | (21,287) |
Cash, cash equivalents and restricted cash, beginning of period | 27,728 | 44,064 |
Cash, cash equivalents and restricted cash, end of period | 274,512 | 22,777 |
Supplemental disclosure of cash and non-cash operating activities: | ||
Cash paid for interest | 483 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of convertible preferred stock upon initial public offering | 339,388 | |
Purchase of property and equipment, accrued and unpaid | 8,214 | $ 150 |
Deferred offering cost, accrued and unpaid | $ 693 |
Organization and description of
Organization and description of the business | 6 Months Ended |
Jun. 30, 2021 | |
Organization and description of the business | |
Organization and description of the business | Note 1—Organization and description of the business The Company (as defined below) is an innovative biotechnology company developing transformative allogeneic cell therapies to create products for the treatment of both solid tumor and hematological malignancies with significant unmet medical need. The Company’s vision is to become a premier cell therapy company by developing and ultimately commercializing allogeneic cell therapies that dramatically and positively transform the lives of patients suffering from life-threatening cancers. The Company has created a comprehensive allogeneic cell therapy platform that includes industry-leading induced pluripotent stem cell (“IPSC”) differentiation know-how to generate immune effector cells from iPSCs, clustered regularly interspaced short palindromic repeats (“CRISPR”) mediated precision gene editing that allows the Company to incorporate multiple transgenes and remove target genes intended to optimize cell product performance, sophisticated protein engineering capabilities to develop proprietary next generation chimeric antigen receptors, Allo-Evasion TM technology to prevent rejection of its cell products by the host immune system, and cutting edge manufacturing capabilities intended to minimize product development and supply risk. To achieve the Company’s vision, the Company has assembled a world-class team whose members collectively have decades of experience in cell therapy and drug development, manufacturing, and commercialization. Century Therapeutics, Inc. (“Prior Century”), was incorporated in the state of Delaware on March 5, 2018. Since inception, Prior Century has devoted substantially all of its time and efforts to performing research and development activities and raising capital. On June 5, 2019, Century Therapeutics, LLC (the “Company”) was formed by Prior Century and entered into an LLC Agreement (“Agreement”). On June 21, 2019, Prior Century, through the execution of a commitment agreement and other transaction documents (altogether the “Commitment Agreement”) with Bayer Health, LLC (“Bayer”), financed the creation of the Company and amended the Agreement to account for the provisions in the Commitment Agreement that outlined the rights, obligations, and capital contributions of both Bayer and Prior Century in accordance with the newly executed and amended Agreement and related Commitment Agreement (the “Transaction”). The Transaction resulted in Prior Century contributing substantially all of its assets, liabilities, and operations in exchange for a retained 72% equity interest in the Company. Subsequent to June 21, 2019, Prior Century had no significant operations and accounted for its interest in the Company under the equity method of accounting. In June 2020, the Company formed Century Therapeutics Canada ULC (“Century Canada”), a wholly owned subsidiary, to acquire the assets of Empirica Therapeutics, Inc. (“Empirica”). On February 25, 2021, the Company converted from a Delaware limited liability company to a Delaware corporation, and changed its name to “CenturyTx, Inc.” Upon completion of this conversion, Prior Century merged with and into CenturyTx, Inc., with CenturyTx, Inc. as the surviving entity and CenturyTx, Inc. changed its name to “Century Therapeutics, Inc.” In connection with this merger, the holders of equity interests in Prior Century received equivalent equity interests in Century Therapeutics, Inc. On June 22, 2021, the Company completed its initial public offering (“IPO”) of 10,550,000 shares of Common Stock. On June 22, 2021, the Company sold an additional 1,582,500 shares of Common Stock from the exercise of the overallotment option granted to the underwriters in the IPO. The public offering price of the shares sold in the IPO was $20.00 per share. The Company raised a total of $242,650 in gross proceeds from the offering, or $221,185 in net proceeds after deducting underwriting discounts and commissions of $16,985 and other offering costs of approximately $4,480. Upon the closing of the offering, all shares of the Company’s redeemable convertible preferred stock automatically converted into 34,126,528 shares of common stock. Principles of Consolidation The consolidated financial statements include the consolidated financial position and consolidated results of operations of the Company and Century Canada. All intercompany balances and transactions have been eliminated in consolidation. Liquidity The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited operating history and its prospects are subject to risks, expenses, and uncertainties frequently encountered by companies in the biotechnology and pharmaceutical industries. These risks include, but are not limited to, the uncertainty of availability of additional financing and the uncertainty of achieving future profitability. Since inception, the Company has incurred net losses and negative cash flows from operations. During the three and six months ended June 30, 2021, the Company incurred a net loss of $23,273 and $41,621 respectively and for the six months ended June 30, 2021, used $40,668 of cash for operations. Cash and cash equivalents and short and long-term investments were $440,041 at June 30, 2021. Management expects to incur additional losses in the future to fund its operations and conduct product research and development and recognizes the need to raise additional capital to fully implement its business plan. The Company believes it has adequate cash and financial resources to operate for at-least the next 12 months from the date of issuance of these consolidated financial statements. |
Summary of significant accounti
Summary of significant accounting policies and basis of presentation | 6 Months Ended |
Jun. 30, 2021 | |
Summary of significant accounting policies and basis of presentation | |
Summary of significant accounting policies and basis of presentation | Note 2—Summary of significant accounting policies and basis of presentation The Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the year ended December 31, 2020, included in the Company’s final prospectus that forms part of the Company’s Registration Statement on Form S-1 (Reg. No. 333-256648) and filed with the SEC pursuant to Rule 424(b)(4) on June 21, 2021. Since the date of those financial statements, there have been no changes to its significant accounting policies. Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the interim period reporting requirements of Form 10-Q and Article 10 of Regulation S-X. The consolidated balance sheet as of June 30, 2021, the consolidated statements of operations and comprehensive loss, and consolidated statements of convertible preferred stock and stockholders’ equity (deficit) for the three and six months ended June 30, 2021 and 2020, and the consolidated statements of cash flows for the six months ended June 30, 2021 and 2020 are unaudited, but, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, which we consider necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for any interim period are not necessarily indicative of results for the year ending December 31, 2021 or for any other subsequent interim period. The consolidated balance sheet at December 31, 2020 has been derived from our audited consolidated financial statements. Merger and capital restructuring Upon the conversion of Century Therapeutics, LLC to a corporation and the merger of the newly converted corporation with Prior Century, the existing capital structure of Century Therapeutics, LLC was restructured with no consideration transferred. In accordance with ASC 505-10-S99-4, such a restructuring requires retroactive effect within the balance sheets presented. As such, the Company retroactively adjusted its consolidated balance sheets to cancel the existing LLC units and give effect to their conversion into capital stock of the Company as if those effects happened as of January 1, 2020. See Note 10 for further information on the Company’s capital restructuring. Reverse Stock Split In June 2021, the Company’s Board of Directors approved an amendment to the Company’s amended and restated certificate of incorporation to effect a 2.5161-for-1 reverse stock split of the Company’s common stock, which was effected on June 11, 2021. Stockholders entitled to fractional shares as a result of the reverse stock split will receive a cash payment in lieu of receiving fractional shares. The par value of the common stock was not adjusted as a result of the reverse stock split. Shares of common stock underlying outstanding stock options and other equity instruments were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the appropriate securities agreements. Shares of common stock reserved for issuance upon the conversion of the convertible preferred stock were proportionately reduced and the respective conversion prices were proportionately increased. All common share and per share data have been retrospectively revised to reflect the reverse stock split. Segment information Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions on how to allocate resources and assess performance. The Company views its operations and manages the business as one operating segment. Use of estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Estimates and assumptions are primarily made in relation to the valuations supporting stock compensation and the estimation of the incremental borrowing rate for operating leases. If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate. Concentration of credit risk and other risks and uncertainties Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist of cash, cash equivalents, U.S. Treasury bills and bonds, as well as corporate bonds. Cash and cash equivalents, as well as short and long-term investments include a checking account and asset management accounts held by a limited number of financial institutions. At times, such deposits may be in excess of insured limits. As of June 30, 2021 and December 31, 2020, the Company has not experienced any losses on its deposits of cash and cash equivalents. The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, uncertainty of market acceptance of its products, competition from substitute products and larger companies, protection of proprietary technology, strategic relationships, and dependence on key individuals. Products developed by the Company require clearances from the U.S. Food and Drug Administration or other international regulatory agencies prior to commercial sales. There can be no assurance the Company’s future products will receive the necessary clearances. If the Company was denied clearance, clearance was delayed, or if the Company was unable to maintain clearance, it could have a material adverse impact on the Company. In January 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a “Public Health Emergency of International Concern,” which continues to spread throughout the world and has adversely impacted global commercial activity and contributed to significant declines and volatility in financial markets. The COVID- 19 outbreak and government responses are creating disruption in global supply chains and adversely impacting many industries. The outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. Vaccines were introduced late in the fourth quarter of 2020 and became widely available by the end of the first quarter of 2021. While the vaccines have proven effective in reducing the severity and mortality of COVID-19 including the variants that have evolved to date, the overall vaccination rate in the United States has not reached the level required for herd immunity. Certain variants of COVID-19, such as the delta variant, are proving to be more easily spread than earlier variants. The continued low vaccination rate, and the emergence of new variants which could prove resistant to existing vaccines could again result in major disruptions to businesses and markets worldwide. The Company continues to monitor the impact of the COVID-19 outbreak closely. The extent to which the COVID-19 outbreak will impact its operations or financial results is uncertain. Fair value of financial instruments The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows: Level 1 Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; Level 3 Inputs are unobservable in which there is little or no market data available, which require the reporting entity to develop its own assumptions that are unobservable. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. Cash and cash equivalents Management considers all highly liquid investments with an insignificant interest rate risk and original maturities of three months or less to be cash equivalents. Restricted cash As of June 30, 2021 and December 31, 2020, the Company had $2,235 and $517 in cash on deposit to secure certain lease commitments. Restricted cash is recorded separately in the Company’s consolidated balance sheets. The following provides a reconciliation of the Company’s cash, cash equivalents, and restricted cash as reported in the consolidated balance sheets to the amounts reported in the consolidated statements of cash flows: June 30, 2021 December 31, 2020 Cash and cash equivalents $ 272,277 $ 27,211 Restricted cash 2,235 517 Cash, cash equivalents, and restricted cash $ 274,512 $ 27,728 Fixed maturity securities The Company invests in fixed maturity securities including U.S. Treasury bills and bonds as well as corporate bonds. The investments are classified as available-for-sale and reported at fair value. Unrealized gains or losses are determined by comparing the fair market value of the securities with their cost or amortized cost. Realized gains and losses on investments are recorded on the trade date and are included in the statement of operations. The cost of securities sold is based on the specified identification method. Investment income is recognized as earned and discounts or premiums arising from the purchase of debt securities are recognized in investment income using the interest method over the remaining term of the security. Securities with an original maturity date greater than three months that mature within one year of the balance sheet date are classified as short-term, while investments with a maturity date greater than one year are classified as long-term. Foreign currency translation The reporting currency of the Company is the U.S. dollar. The functional currency of Century Canada is the Canadian dollar. Assets and liabilities of Century Canada are translated into U.S. dollars based on exchange rates at the end of each reporting period. Expenses are translated at average exchange rates during the reporting period. Gains and losses arising from the translation of assets and liabilities are included as a component of accumulated other comprehensive loss or income on the company’s consolidated balance sheets. Gains and losses resulting from foreign currency transactions are reflected within the Company’s consolidated statements of operations and comprehensive loss. The Company has not utilized any foreign currency hedging strategies to mitigate the effect of its foreign currency exposure. Intercompany payables and receivables are considered to be long-term in nature and any change in balance due to foreign currency fluctuation is included as a component of the Company’s consolidated comprehensive loss and accumulated other comprehensive loss within the Company’s consolidated balance sheets. Basic and diluted net loss per common shares Basic net loss per common share is computed by dividing net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the period. The Company computes diluted net loss per common share by dividing the net loss applicable to common shareholders by the sum of the weighted- average number of common shares outstanding during the period plus the potential dilutive effects of its warrants, restricted stock and stock options to purchase common shares, but such items are excluded if their effect is anti-dilutive. Because the impact of these items are anti-dilutive during periods of net loss, there were no differences between the Company’s basic and diluted net loss per common share for the three and six months ended June 30, 2021 and 2020. Early exercised options The Company allowed certain of its employees and its consultants to exercise options granted under the 2018 Plan (Note 15) prior to vesting. The Shares related to early exercised stock options are subject to the Company’s repurchase right upon termination of employment or services at the lesser of the original purchase price or fair market value at the time of repurchase. In order to vest, the holders are required to provide continued service to the Company. The early exercise by an employee or consultant of a stock option is not considered to be a substantive exercise for accounting purposes, and therefore, the payment received by the employer for the exercise price is recognized as a liability. For accounting purposes, unvested early exercised shares are not considered issued and outstanding and therefore not reflected as issued and outstanding in the accompanying consolidated balance sheets or the consolidated statements of changes in convertible preferred stock and stockholders’ equity (deficit) until the awards vest. The deposits received are initially recorded in deposit liability. The liabilities are reclassified to common stock and additional paid-in-capital as the repurchase right lapses. At June 30, 2021, $3,234 was recorded in deposit liability related to shares held by employees and nonemployees that were subject to repurchase. At December 31, 2020, there was no deposit liability as the initial deposit liability was recognized on February 25, 2021 when the merger discussed in Note 2 occurred. All shares that were early exercised by the executives of the Company are considered legally issued, however, for accounting purposes, only vested shares are considered issued. Below is a reconciliation of shares issued and outstanding: June 30, 2021 December 31, 2020 Total shares legally outstanding 56,437,204 8,865,992 Less: unvested early exercised shares (1,161,937) (330,629) Less: unvested restricted stock (871,176) (1,053,502) Total shares issued and outstanding 54,404,091 7,481,861 Restricted stock In 2018, the Company issued 1,704,256 restricted stock awards at a purchase price of $0.03 per share. In 2019, the Company issued 850,312 restricted stock awards at a weighted average purchase price of $0.70 per share. In October 2019, the Company repurchased 298,080 shares at $1.03 per share. In 2021, the Company issued 98,936 restricted stock awards. As of June 30, 2021, the number of restricted stock awards vested were 1,484,246. For accounting purposes, unvested restricted stock awards are not considered issued and outstanding and therefore are not reflected as issued and outstanding in the accompanying consolidated balance sheets or the consolidated statements of changes in convertible preferred stock and stockholders’ equity (deficit) until the awards vest. The Company recorded stock-based compensation expense for these awards of $89 and $128, respectively, for the three and six months ended June 30, 2021, in the statements of operations and comprehensive loss. The Company recorded stock-based compensation expense for these awards of $39 and $78, respectively, for the three and six months ended June 30, 2020, in the statements of operations and comprehensive loss. Recent accounting pronouncements Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. The update also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. The new guidance is effective for annual periods beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update can be adopted on either a fully retrospective or a modified retrospective basis. The Company adopted ASU 2020-06, effective January 1, 2021, which did not have a material effect on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework— Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which eliminates, adds, and modifies certain disclosure requirements for fair value measurements. ASU 2018-13 is effective for the Company for fiscal years beginning after December 15, 2020, and earlier adoption is permitted. The Company adopted this standard on January 1, 2021 and adoption had no impact on its consolidated financial statements. |
Initial capitalization
Initial capitalization | 6 Months Ended |
Jun. 30, 2021 | |
Initial capitalization | |
Initial capitalization | Note 3—Initial capitalization On June 21, 2019, Prior Century and Bayer entered into a Commitment Agreement to initially capitalize the Company. The Commitment Agreement called for capital contributions from Prior Century and Bayer as follows: Century Capital Contributions In exchange for issuing 67,226,891 common units to Prior Century, the Company acquired substantially all of Prior Century’s assets, assumed all of its liabilities and assumed the operations of Prior Century. The Company evaluated the acquisition under the guidance within ASU 2017-01, “Clarifying the Definition of a Business ” Total transaction costs for the assets acquired were $252,107, which was the fair value of the equity interests issued to Prior Century, with no additional capitalizable transaction costs. Equity issuance costs related to Prior Century were $407, which were recorded as a reduction to members’ equity. The relative fair value allocation was as follows: As of June 21, 2019 Cash and cash equivalents $ 25,163 IPR&D 225,946 Property and equipment 1,034 Other current assets 578 Other non-current assets 669 Current liabilities (1,283) Total $ 252,107 Under the asset acquisition model, an entity that acquires IPR&D assets follows the guidance in ASC 730, which requires that both tangible and intangible identifiable research and development assets with no alternative future use be initially allocated a portion of the consideration transferred and then charged to expense at the acquisition date. The IPR&D asset acquired was Prior Century’s comprehensive allogenic cell therapy platform. As the IPR&D asset has no alternative future use to the Company, the Company charged $225,946 to expense within its consolidated statements of operations in 2019. Bayer Capital Contributions In accordance with the Commitment Agreement, Bayer agreed to provide an aggregate cash capital contribution of $215,000. The Bayer cash commitment was split into capital contributions of $145,000 (“Tranche 1”) and $70,000 (“Tranche 2”). Tranche 2 was eliminated in connection with the Series C preferred financing. See Note 10. Bayer Rights In connection with the Commitment Agreement, Bayer was granted approval and veto rights over certain decisions related to the operations of the Company through its manager representation on the Company’s Board of Managers. Prior Century holds similar rights. Tranche 1 was funded in exchange for 26,143,790 common units, with $75,000 paid at closing and the remaining $70,000 due upon the Company meeting certain development milestones or in 3 years . During 2019, the Company received $74,839 from Tranche 1, net of equity issuance costs of $161. The Company accounts for the $70,000 as a subscription receivable, which is recorded as contra-equity within its consolidated statements of changes in convertible preferred stock and stockholders’ equity (deficit). On June 18, 2020, the Company, Prior Century and Bayer executed an amendment to the Commitment Agreement to modify the terms for the Company to receive the remaining Tranche 1 subscription receivable of $70,000. In November 2020, the Company received proceeds of $38,100 of the Tranche 1 subscription receivable. The remaining $31,900 was received in January 2021. The Commitment Agreement terminated in connection with the Series C Preferred financing, and Bayer has no obligation to invest any additional amounts. Bayer Option Agreement As a condition of the Tranche 1 closing, Bayer and Prior Century were required to enter into an Option Agreement, pursuant to which Bayer was provided the right of first refusal to acquire certain products researched and developed by the Company. |
Asset purchase of Century Thera
Asset purchase of Century Therapeutics Canada ULC | 6 Months Ended |
Jun. 30, 2021 | |
Asset purchase of Century Therapeutics Canada ULC | |
Asset purchase of Century Therapeutics Canada ULC | Note 4—Asset purchase by Century Therapeutics Canada ULC On June 9, 2020, Century Canada and the Company entered into an agreement with Empirica, a company focused on the development of adoptive immunotherapies against aggressive and treatment-resistant forms of cancers, including glioblastoma and brain metastasis. Under the terms of the Empirica Agreement, the Company acquired an IPR&D asset. Cash of $4,519 was paid at closing and transaction expenses totaled $203. The Company also deposited $1,506 in escrow (the “Escrow Deposit”). Release of the Escrow Deposit is subject to the terms of a promissory note, which provides for the funds to be released in equal annual installments over a three-year period related to continuing services by certain Empirica shareholders who are employed by the Company. As of June 30, 2021 and December 31, 2020, accrued compensation expense on the promissory note was $533 and $282, which is presented within accrued expenses and other liabilities on the consolidated balance sheets. Total consideration of the asset acquisition was as follows: June 9, 2020 Cash paid to Sellers at close $ 4,516 Seller expenses paid by the Company 3 Buyer transaction expenses 203 Total consideration $ 4,722 IPR&D $ 4,722 The Company evaluated the acquisition under the guidance within ASU 2017-01, “Clarifying the Definition of a Business ” As the IPR&D asset has no alternative future use, the Company charged $4,722 to expense within its consolidated statements of operations for the three and six months ended June 30, 2020. |
Financial instruments and fair
Financial instruments and fair value measurements | 6 Months Ended |
Jun. 30, 2021 | |
Financial instruments and fair value measurements | |
Financial instruments and fair value measurements | Note 5—Financial instruments and fair value measurements The following table sets forth the Company’s assets that were measured at fair value as of June 30, 2021, by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total Cash equivalents $ 269,306 — — $ 269,306 U.S. Treasury 11,997 — — 11,997 Corporate bonds — 155,767 — 155,767 Total $ 281,303 $ 155,767 $ — $ 437,070 The following table sets forth the Company’s assets that were measured at fair value as of December 31, 2020, by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total Cash equivalents $ 24,284 — — $ 24,284 U.S. Treasury 9,525 — — 9,525 Corporate bonds — 40,070 — 40,070 Total $ 33,809 $ 40,070 $ — $ 73,879 There were no transfers between levels during the period ended June 30, 2021. The Company uses the services of its investment manager, which uses widely accepted models for assumptions in valuing securities with inputs from major third-party data providers. The Company classifies all of its investments in fixed maturity debt securities as available-for-sale and, accordingly, are carried at estimated fair value. The amortized cost, gross unrealized gains and losses, and fair value of investments in fixed maturity securities are as follows as of June 30, 2021: Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value U.S. Treasury $ 11,997 $ 2 $ (2) $ 11,997 Corporate bonds 155,754 34 (21) 155,767 Total $ 167,751 $ 36 $ (23) $ 167,764 The amortized cost, gross unrealized gains and losses, and fair value of investments in fixed maturity securities are as follows as of December 31, 2020: Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value U.S. Treasury $ 9,518 $ 7 $ — $ 9,525 Corporate bonds 40,069 8 (7) 40,070 Total $ 49,587 $ 15 $ (7) $ 49,595 The following table provides the maturities of our fixed maturity available-for-sale securities: June 30, 2021 December 31, 2020 Less than one year $ 125,290 $ 48,542 One to five years 42,474 1,053 $ 167,764 $ 49,595 The Company has evaluated the unrealized losses on the fixed maturity securities and determined that they are not attributable to credit risk factors. For fixed maturity securities, losses in fair value are viewed as temporary if the fixed maturity security can be held to maturity and it is reasonable to assume that the issuer will be able to service the debt, both as to principal and interest. |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 6 Months Ended |
Jun. 30, 2021 | |
Prepaid expenses and other current assets. | |
Prepaid expenses and other current assets | Note 6—Prepaid expenses and other current assets The following is a summary of prepaid expenses and other current assets: June 30, December 31, 2021 2020 Research and development $ 127 $ 97 Insurance 2,989 — Software licenses and other 850 760 Reimbursement receivable 137 908 Warranties 522 240 Other — 256 Total prepaid expenses and other current assets $ 4,625 $ 2,261 |
Property and equipment, net
Property and equipment, net | 6 Months Ended |
Jun. 30, 2021 | |
Property and equipment, net | |
Property and equipment, net | Note 7—Property and equipment, net The following is a summary of property and equipment, net: June 30, December 31, 2021 2020 Lab equipment $ 15,294 $ 8,941 Leasehold improvements 8,148 1,964 Construction in progress 13,353 5,771 Computer software and equipment 601 214 Furniture and fixtures 297 76 Total 37,693 16,966 Less: Accumulated depreciation (3,231) (1,581) Property and equipment, net $ 34,462 $ 15,385 Depreciation expense was $935 and $282 for the three months ended June 30, 2021 and 2020, respectively. Depreciation expense was $1,653 and $482 for the six months ended June 30, 2021 and 2020, respectively. |
Accrued expenses and other liab
Accrued expenses and other liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Accrued expenses and other liabilities | |
Accrued expenses and other liabilities | Note 8—Accrued expenses and other liabilities The following is a summary of accrued expenses: June 30, December 31, 2021 2020 Payroll and bonuses $ 2,034 $ 3,132 Interest 80 82 Professional and legal fees 4,056 524 Operating lease liability, current 594 240 Other 68 52 Total accrued expenses and other liabilities $ 6,832 $ 4,030 |
Long-term debt
Long-term debt | 6 Months Ended |
Jun. 30, 2021 | |
Long-term debt | |
Long-term debt | Note 9—Long-term debt The following is a summary of the Company’s indebtedness: June 30, 2021 December 31, 2020 Principal $ 10,000 $ 10,000 Less: Debt discount attributable to warrants, net of accretion (33) (43) Less: Unamortized deferred financing cost, net of accretion (179) (321) Long-term debt, net $ 9,788 $ 9,636 On September 14, 2020, the Company entered into a $10.0 million Term Loan Agreement (the “Loan Agreement”) with Hercules Capital, Inc. (“Hercules”). Pursuant to the terms of the Loan Agreement, the Company borrowed $10.0 million (the “Tranche 1 Advance”) from the lenders at closing. Beginning January 1, 2021 and upon the achievement of certain development milestones and continuing through September 30, 2021 the Company may borrow an additional $10.0 million (the “Tranche 2 Advance”). The remaining $10.0 million tranche (“Tranche 3 Advance”) is subject to Hercules’ investment committee’s sole discretion. The Loan Agreement has a four-year term, has a minimum cash covenant and an interest-only period of up to 24 months. If the Tranche 2 Advance is not drawn or the Company has achieved certain development milestones by September 30, 2021, then there is no minimum cash requirement. The Company was in compliance with all provisions of the Loan Agreement as of June 30, 2021. Amounts borrowed under the Loan Agreement accrue interest at a floating rate per annum (based on a year of 360 days) equal to (i) the sum of (a) the greater of 6.30% plus (b) the prime rate as reported in The Wall Street Journal The Company incurred $410 in deferred financing costs. The Company is also required to pay the lenders an end of term fee of 3.95% of loan proceeds upon repayment or prepayment of any loans made under the Loan Agreement. The end of term fee is being recognized as interest expense and accreted over the term of the Loan Agreement using the effective interest method. The Company is also required to pay Hercules a prepayment charge equal to 2.00% of the loan amounts prepaid during the interest-only period and 1.00% thereafter on any loans made under the Loan Agreement. The Company granted Hercules a lien on substantially all of the Company’s assets, excluding intellectual property. The Company issued to Hercules warrants to purchase up to an aggregate of 16,112 shares of common stock. The warrants are exercisable for a period of ten years from the date of the issuance of each warrant at a per share exercise price equal to $13.96, subject to certain adjustments as specified in the warrants. The fair value of the warrants at issuance was $46. The Company accounted for the warrants as equity, and the fair value is recorded in additional paid-in capital. The warrant value is also recorded as a debt discount and classified as a contra- liability on the consolidated balance sheet and amortized to interest expense. If the Company borrows on the remaining two tranche advances outlined above, the Company will be required to issue warrants to Hercules equal to 2.25% of the aggregate amount funded. Interest expense of the Loan Agreement is as follows: For the Three For the Three For the Six For the Six Months Ended Months Ended Months Ended Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Interest expense $ 242 $ — $ 480 $ — Amortization of debt issuance costs, including end of term fee accretion 76 — 152 — $ 318 $ — $ 632 $ — Included in accrued expenses in the accompanying consolidated balance sheets as of June 30, 2021 and December 31, 2020 were $80 and $82 of accrued interest. Future principal payments due (including the end of term fee) under the Loan Agreement are as follows (in thousands): Principal Payments 2021 $ — 2022 1,039 2023 6,603 2024 2,753 2025 — Total future payments $ 10,395 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders? Equity | |
Stockholders? Equity | Note 10—Stockholders’ Equity (Deficit) On February 25, 2021, the Company converted from a Delaware limited liability company to a Delaware corporation, and changed its name to CenturyTx, Inc. Upon completion of this conversion, Prior Century merged with and into CenturyTx, Inc., with CenturyTx, Inc. as the surviving entity and changed its name to “Century Therapeutics, Inc.” In connection with this merger, the holders of equity interests, including Series A Preferred Stock, common stock, restricted common stock and stock options in Prior Century received equivalent equity interests in Century Therapeutics, Inc. Bayer’s common units in the Company were converted into Series B Preferred Stock. Upon the execution of the preceding conversion on February 25, 2021, the Company entered into a stock purchase agreement with existing and new investors whereby the Company issued and sold 24,721,999 shares of Series C Preferred Stock with a par value of $0.0001, to investors at a price of $6.472 per shares for gross proceeds of $160,000. Pursuant to its Amended Articles of Incorporation filed on February 25, 2021, the Company was authorized to issue 125,236,190 shares of $0.0001 par value common stock and 85,865,789 shares of $0.0001 par value Preferred Stock. Of the Preferred Stock, 35,000,000 shares are designated as Series A Preferred Stock, 26,143,790 are designated as Series B Preferred Stock and 24,721,999 are designated as Series C Preferred Stock. On June 22, 2021 when the Company closed its IPO, all outstanding shares of the Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock were converted into an aggregate of 34,126,528 shares of Common Stock automatically and without any action on the part of the holder thereof. The per share conversion price of each of the Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock was equal to $1.00, $5.55 and $6.472, respectively. The Company is authorized to issue up to 300,000,000 shares of common stock with a par value of $0.0001 per share and 10,000,000 shares of undesignated preferred stock with a par value of $0.0001 per share. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 11—Commitments and contingencies From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues a liability for such matters when future expenditures are probable and such expenditures can be reasonably estimated. Distributed Bio Master Service Agreement On July 24, 2019, the Company entered into a Master Service Agreement with Distributed Bio, Inc (“DBio”), whereby DBio will screen for protein binders that bind to specific therapeutic targets. The Company pays for such services according to a payment schedule, and if the Company brings the protein binders into the clinic for further development, DBio will receive milestone payments of up to $16,100 in total for each product as the products move through the clinical development and regulatory approval processes. The Company had accrued expenses of $186 and $244 within accrued expenses and other liabilities as of June 30, 2021 and December 31, 2020, respectively, in its consolidated balance sheets related to the Master Service Agreement. iCELL Inc. Sublicense Agreement In March 2020, the Company entered into a Sublicense Agreement with iCELL Inc (“iCELL”) whereby iCELL granted the Company a license of certain patents and technology. The Company will pay iCELL royalties in the low single digits on net sales of the licensed product. In addition to the earned royalties, the Company will pay one- time sales milestones for the first time sales of the licensed product exceeding thresholds in a single calendar year, to a maximum of $70,000. iCELL will receive payments of up to $4,250 in development and regulatory approval milestone payments. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases | |
Leases | Note 12—Leases The Company has commitments under operating leases for certain facilities used in its operations. The Company maintains security deposits on certain leases in the amounts of $1,042 and $909 within security deposits in its consolidated balance sheets at June 30, 2021 and December 31, 2020, respectively. The Company’s leases have initial lease terms ranging from 5 to 16 years . Certain lease agreements contain provisions for future rent increases. The following table reflects the components of lease expense: For the For the For the For the Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Operating lease expense: Fixed lease cost $ 514 $ 126 $ 1,062 $ 252 Variable lease cost 166 26 438 26 Short term lease expense 642 613 1,310 1,110 Total operating lease expense $ 1,322 $ 765 $ 2,810 $ 1,388 The following table reflects supplemental balance sheet information related to leases: As of As of June 30, December 31, Location in Balance Sheet 2021 2020 Operating lease right-of-use asset, net Operating lease right-of-use asset, net $ 12,251 $ 9,392 Operating lease liability, current Accrued expenses and other liabilities $ 594 $ 240 Operating lease liability, long-term Operating lease liability, long-term 14,752 11,679 Total operating lease liability $ 15,346 $ 11,919 The following table reflects supplement lease term and discount rate information related to leases: As of June 30, 2021 As of December 31, 2020 Weighted-average remaining lease terms - operating leases 8.49 years 10.2 years Weighted-average discount rate - operating leases 9.0 % 9.0 % The following table reflects supplemental cash flow information related to leases as of the periods indicated: For the Six Months Ended For the Six Months Ended June 30, 2021 June 30, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 132 $ 959 Right-of-use assets obtained in exchange for lease obligations: $ 3,295 $ 2,998 The following table reflects future minimum lease payments under noncancelable leases as of June 30, 2021: Operating Leases 2021 $ 2,178 2022 2,811 2023 2,655 2024 2,726 2025 2,747 Thereafter 17,613 Total lease payments 30,730 Less: Imputed interest (11,678) Less: Tenant incentive receivable (3,706) Total $ 15,346 The Company entered into one lease that had not commenced at June 30, 2021. As a result, future lease payments of approximately $17.3 million are not recorded on the Company’s consolidated balance sheets. The lease commences in January 2022 with a non-cancelable term of 10 years . |
Basic and diluted net loss per
Basic and diluted net loss per common share | 6 Months Ended |
Jun. 30, 2021 | |
Basic and diluted net loss per common share | |
Basic and diluted net loss per common share | Note 13—Basic and diluted net loss per common share Basic and diluted net loss per common share is calculated as follows: Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2021 2020 2021 2020 Numerator Net loss $ (23,273) $ (15,301) $ (41,621) $ (24,974) Denominator Weighted-average common shares for basic and diluted net loss per share 12,044,610 7,481,861 9,775,840 7,481,861 Basic and diluted net loss per common share $ (1.93) $ (2.05) $ (4.26) $ (3.34) The Company’s potentially dilutive securities, which include the convertible preferred stock, restricted stock, warrants, early exercised stock options and stock options to purchase shares of the Company’s common stock, have been excluded from the computation of dilutive net loss per share as the effect would be antidilutive. Therefore, the weighted- average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potential shares of common stock presented based on amounts outstanding at each stated period end, from the computation of diluted net loss per share for the six months ended June 30, 2021 and 2020 because including them would have had an anti-dilutive effect. Six Months Ended Six Months Ended June 30, June 30, 2021 2020 Stock options to purchase common stock 5,505,511 2,853,392 Early exercised stock options subject to future vesting 1,161,937 2,246 Restricted stock award subject to future vesting 871,176 1,439,406 Warrants on long term debt 32,009 — Convertible preferred stock — 61,143,790 Total 7,570,633 65,438,834 |
Defined contribution plan
Defined contribution plan | 6 Months Ended |
Jun. 30, 2021 | |
Defined contribution plan | |
Defined contribution plan | Note 14—Defined contribution plan The Company has a 401(k) Employee Savings Plan (“401(k) Plan”) that is available to all employees of the Company. The Company has elected a Safe-Harbor provision for the 401(k) Plan in which participants are always fully vested in their employer contributions. Prior Century matches 100% of the first 3% of participating employee contributions and 50% of the next 2% of participating employee contributions. Contributions are made in cash. Contributions were approximately $149 and $72 for the three months ended June 30, 2021 and 2020, respectively, and $361 and $135 for the six months ended June 30, 2021 and 2020 respectively. Such contribution expense has been recognized in the consolidated statement of operations for each period. |
Stock based compensation
Stock based compensation | 6 Months Ended |
Jun. 30, 2021 | |
Stock based compensation | |
Stock based compensation | Note 15—Stock-based compensation As part of the merger discussed in Note 2 above, the Company adopted from Prior Century, the 2018 Stock Option and Grant Plan (the “Plan”). The Plan provides for the Company to sell or issue common stock or restricted common stock, or to grant incentive stock options or nonqualified stock options for the purchase of common stock, to employees, members of the Board of Directors, and consultants of the Company under terms and provisions established by the Board of Directors. Under the terms of the Plan, options may be granted at an exercise price not less than fair market value. the Company generally grants stock-based awards with service conditions only. Stock awards granted typically vest over a four-year Upon adoption of the 2021 Incentive Plan, the Company was authorized to issue 5,481,735 shares of Common Stock under the 2021 Incentive Plan (which represents 5,640,711 shares of Common Stock initially available for grant under the 2021 Incentive Plan less 158,976 shares of Common Stock reserved for issuance upon the exercise of previously granted stock options that remain outstanding under the 2018 Incentive Plan). The 2021 Employee Stock Purchase Plan (the “2021 ESPP”) was approved by the board of directors on May 27, 2021. A total of 548,246 shares of common stock were initially reserved for issuance under this plan. No shares are issued or outstanding under the 2021 ESPP. The Company recognizes the costs of the stock-based payments as the employees vest in the awards. For the three and six months ended June 30, 2021, the Company recognized $1,711 and $1,806 of stock-based compensation expense within the consolidated statement of operations. For the three and six months ended June 30, 2020, the Company recognized $137 and $358 of stock-based compensation expense within the consolidated statement of operations. Stock Options The following table summarizes stock option activity for the period ended June 30, 2021: Weighted Average Remaining Contractual Term Shares Exercise Price (years) Outstanding January 1, 2021 3,882,328 $ 1.06 9.11 Granted 3,020,759 7.94 — Exercised - vested (120,586) 1.08 — Exercised - unvested (1,092,668) 2.83 — Forfeited (35,098) 1.18 — Cancelled (149,224) 7.27 — Outstanding, June 30, 2021 5,505,511 $ 4.52 8.82 Exercisable at June 30, 2021 3,362,197 4.03 9.00 The weighted average grant date fair value of awards for options granted during the period ended June 30, 2021 was $4.22. As of June 30, 2021, there was $13,993 of total unrecognized compensation expense related to unvested stock options with time-based vesting terms, which is expected to be recognized over a weighted average period of 3.24 years. During 2020, the Company issued 213,624 performance-based awards, respectively, that vest upon contingent events. The performance condition for these awards were achieved as of June 30, 2021. As a result, the Company recorded compensation expense related to the performance-based awards of $227 during the three months ended June 30, 2021. The Company estimates the fair value of its option awards to employees and directors using Black-Scholes, which requires inputs and subjective assumptions, including (i) the expected stock price volatility, (ii) the calculation of the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. Due to the lack of substantial company-specific historical and implied volatility data of its common stock, the Company has based its estimate of expected volatility on the historical volatility of a group of similar public companies. When selecting these companies on which it has based its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry and with historical share price information sufficient to meet the expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. The Company has never paid dividends and does not expect to in the foreseeable future. The expected term of the options granted to employees is derived from the “simplified” method as described in Staff Accounting Bulletin 107 relating to stock-based compensation. The risk-free interest rates for periods within the expected term of the option are based on the U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The Company will account for actual forfeitures as they occur. The weighted-average assumptions used to calculate the fair value of stock options granted are as follows: June 30, 2021 Expected dividend rate — Expected option term (years) 6.09 Expected volatility 69.71 % Risk-free interest rate 1.07 % Restricted Stock The following table summarizes restricted stock activity as of June 30, 2021 and December 31, 2020: Weighted Average Shares Grant Date Fair Value Total Unvested December 31, 2020 1,053,502 $ 0.35 Granted 98,936 7.27 Vested (281,262) 0.28 Total Unvested June 30, 2021 871,176 $ 1.16 Pursuant to certain stock purchase agreements containing vesting and other provisions, the Company has the right to repurchase unvested shares. As of June 30, 2021, there was $1,013 of total unrecognized compensation expense related to the unvested restricted stock with time-based vesting terms, which is expected to be recognized over a weighted average period of 1.73 years. All restricted stock vests over a four-year period. Early-Exercise of Unvested Equity Awards As part of the merger, the Company assumed a deposit liability from Prior Century. Certain equity award holders early exercised unvested equity awards. The cash received upon early exercise of options of $3,234 was recorded as a deposit liability on the Company’s balance sheet as of June 30, 2021. |
Related party transactions
Related party transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related party transactions | |
Related party transactions | Note 16—Related party transactions License Agreements and Collaborative Agreements with Shareholder of Equity Method Investor As part of the Commitment Agreement, the Company acquired licenses and other contracts from Prior Century that were originally entered into by Prior Century and FUJIFILM Cellular Dynamics, Inc. (“FCDI”). FCDI is a shareholder of Century. The acquired licenses and other contracts with FCDI are as follows: FCDI Licenses The Company acquired from Prior Century a non-exclusive license agreement with FCDI. The license provides the Company with certain patents and know-how related to the reprogramming of human somatic cells to induce pluripotent stem cell(s) (“iPSCs”) (“License Agreement”). Under this agreement, the Company is required to make certain developmental and regulatory milestone payments as well as royalty payments upon commercialization. Royalties are in the low single digits on the sale of all licensed products. The Company also acquired from Prior Century an exclusive license agreement with FCDI. The license provides the Company with patents and know-how related to human iPSC exclusively manufactured by FCDI. The potential development and regulatory milestone payments to be paid by the Company to FCDI are $6,000. FCDI Collaboration Agreement In October 2019, the Company entered into the Master Collaboration Agreement with FCDI, whereby FCDI will provide certain services to the Company to develop and manufacture iPSCs and immune cells derived therefrom. FCDI will provide services in accordance with the approved research plan and related research budget. The initial research plan covers the period from October 2019 through March 31, 2022, with the related research budget totaling $30,400. During the three and six months ended June 30, 2021, the Company made payments of $4,561 and $7,784 and incurred research and development expenses of $5,071 and $7,852, and legal fees of $35 and $56, recorded within general and administrative expenses in its consolidated statements of operations and comprehensive loss. As of June 30, 2021, there was $1,962 in accounts payable related to this agreement on the consolidated balance sheets. During the three and six months ended June 30, 2020, the Company made payments of $2,155 and $2,190, and incurred research and development expenses of $1,782 and $4,659, and legal fees of $24 and $27, recorded within general and administrative expenses in its consolidated statements of operations and comprehensive loss. Consulting Arrangements with Shareholders of Equity Method Investor In 2019, the Company entered into arrangements with two shareholders of the Company, wherein the shareholders provide consulting services to the Company. As compensation for the consulting services, the shareholders are entitled to an annual retainer fee of $125, payable quarterly, along with payment of reasonable expenses associated with providing the consulting services. The Company paid $18 and $56 related to these consulting arrangements that were included in research and development expenses in the consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2021, respectively. The Company paid $31 and $44 related to these consulting arrangements that were included in research and development expenses in the consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2020, respectively. |
Summary of significant accoun_2
Summary of significant accounting policies and basis of presentation (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Basis of presentation | Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the interim period reporting requirements of Form 10-Q and Article 10 of Regulation S-X. The consolidated balance sheet as of June 30, 2021, the consolidated statements of operations and comprehensive loss, and consolidated statements of convertible preferred stock and stockholders’ equity (deficit) for the three and six months ended June 30, 2021 and 2020, and the consolidated statements of cash flows for the six months ended June 30, 2021 and 2020 are unaudited, but, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, which we consider necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for any interim period are not necessarily indicative of results for the year ending December 31, 2021 or for any other subsequent interim period. The consolidated balance sheet at December 31, 2020 has been derived from our audited consolidated financial statements. |
Merger and capital restructuring | Merger and capital restructuring Upon the conversion of Century Therapeutics, LLC to a corporation and the merger of the newly converted corporation with Prior Century, the existing capital structure of Century Therapeutics, LLC was restructured with no consideration transferred. In accordance with ASC 505-10-S99-4, such a restructuring requires retroactive effect within the balance sheets presented. As such, the Company retroactively adjusted its consolidated balance sheets to cancel the existing LLC units and give effect to their conversion into capital stock of the Company as if those effects happened as of January 1, 2020. See Note 10 for further information on the Company’s capital restructuring. |
Reverse Stock Split | Reverse Stock Split In June 2021, the Company’s Board of Directors approved an amendment to the Company’s amended and restated certificate of incorporation to effect a 2.5161-for-1 reverse stock split of the Company’s common stock, which was effected on June 11, 2021. Stockholders entitled to fractional shares as a result of the reverse stock split will receive a cash payment in lieu of receiving fractional shares. The par value of the common stock was not adjusted as a result of the reverse stock split. Shares of common stock underlying outstanding stock options and other equity instruments were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the appropriate securities agreements. Shares of common stock reserved for issuance upon the conversion of the convertible preferred stock were proportionately reduced and the respective conversion prices were proportionately increased. All common share and per share data have been retrospectively revised to reflect the reverse stock split. |
Segment information | Segment information Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions on how to allocate resources and assess performance. The Company views its operations and manages the business as one operating segment. |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Estimates and assumptions are primarily made in relation to the valuations supporting stock compensation and the estimation of the incremental borrowing rate for operating leases. If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate. |
Concentration of credit risk and other risks and uncertainties | Concentration of credit risk and other risks and uncertainties Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist of cash, cash equivalents, U.S. Treasury bills and bonds, as well as corporate bonds. Cash and cash equivalents, as well as short and long-term investments include a checking account and asset management accounts held by a limited number of financial institutions. At times, such deposits may be in excess of insured limits. As of June 30, 2021 and December 31, 2020, the Company has not experienced any losses on its deposits of cash and cash equivalents. The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, uncertainty of market acceptance of its products, competition from substitute products and larger companies, protection of proprietary technology, strategic relationships, and dependence on key individuals. Products developed by the Company require clearances from the U.S. Food and Drug Administration or other international regulatory agencies prior to commercial sales. There can be no assurance the Company’s future products will receive the necessary clearances. If the Company was denied clearance, clearance was delayed, or if the Company was unable to maintain clearance, it could have a material adverse impact on the Company. In January 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a “Public Health Emergency of International Concern,” which continues to spread throughout the world and has adversely impacted global commercial activity and contributed to significant declines and volatility in financial markets. The COVID- 19 outbreak and government responses are creating disruption in global supply chains and adversely impacting many industries. The outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. Vaccines were introduced late in the fourth quarter of 2020 and became widely available by the end of the first quarter of 2021. While the vaccines have proven effective in reducing the severity and mortality of COVID-19 including the variants that have evolved to date, the overall vaccination rate in the United States has not reached the level required for herd immunity. Certain variants of COVID-19, such as the delta variant, are proving to be more easily spread than earlier variants. The continued low vaccination rate, and the emergence of new variants which could prove resistant to existing vaccines could again result in major disruptions to businesses and markets worldwide. The Company continues to monitor the impact of the COVID-19 outbreak closely. The extent to which the COVID-19 outbreak will impact its operations or financial results is uncertain. |
Fair value of financial instruments | Fair value of financial instruments The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows: Level 1 Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; Level 3 Inputs are unobservable in which there is little or no market data available, which require the reporting entity to develop its own assumptions that are unobservable. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. |
Cash and cash equivalents | Cash and cash equivalents Management considers all highly liquid investments with an insignificant interest rate risk and original maturities of three months or less to be cash equivalents. |
Restricted cash | Restricted cash As of June 30, 2021 and December 31, 2020, the Company had $2,235 and $517 in cash on deposit to secure certain lease commitments. Restricted cash is recorded separately in the Company’s consolidated balance sheets. The following provides a reconciliation of the Company’s cash, cash equivalents, and restricted cash as reported in the consolidated balance sheets to the amounts reported in the consolidated statements of cash flows: June 30, 2021 December 31, 2020 Cash and cash equivalents $ 272,277 $ 27,211 Restricted cash 2,235 517 Cash, cash equivalents, and restricted cash $ 274,512 $ 27,728 |
Fixed maturity securities | Fixed maturity securities The Company invests in fixed maturity securities including U.S. Treasury bills and bonds as well as corporate bonds. The investments are classified as available-for-sale and reported at fair value. Unrealized gains or losses are determined by comparing the fair market value of the securities with their cost or amortized cost. Realized gains and losses on investments are recorded on the trade date and are included in the statement of operations. The cost of securities sold is based on the specified identification method. Investment income is recognized as earned and discounts or premiums arising from the purchase of debt securities are recognized in investment income using the interest method over the remaining term of the security. Securities with an original maturity date greater than three months that mature within one year of the balance sheet date are classified as short-term, while investments with a maturity date greater than one year are classified as long-term. |
Foreign currency translation | The reporting currency of the Company is the U.S. dollar. The functional currency of Century Canada is the Canadian dollar. Assets and liabilities of Century Canada are translated into U.S. dollars based on exchange rates at the end of each reporting period. Expenses are translated at average exchange rates during the reporting period. Gains and losses arising from the translation of assets and liabilities are included as a component of accumulated other comprehensive loss or income on the company’s consolidated balance sheets. Gains and losses resulting from foreign currency transactions are reflected within the Company’s consolidated statements of operations and comprehensive loss. The Company has not utilized any foreign currency hedging strategies to mitigate the effect of its foreign currency exposure. Intercompany payables and receivables are considered to be long-term in nature and any change in balance due to foreign currency fluctuation is included as a component of the Company’s consolidated comprehensive loss and accumulated other comprehensive loss within the Company’s consolidated balance sheets. |
Basic and diluted net loss per common shares | Basic and diluted net loss per common shares Basic net loss per common share is computed by dividing net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the period. The Company computes diluted net loss per common share by dividing the net loss applicable to common shareholders by the sum of the weighted- average number of common shares outstanding during the period plus the potential dilutive effects of its warrants, restricted stock and stock options to purchase common shares, but such items are excluded if their effect is anti-dilutive. Because the impact of these items are anti-dilutive during periods of net loss, there were no differences between the Company’s basic and diluted net loss per common share for the three and six months ended June 30, 2021 and 2020. |
Recent accounting pronouncements | Recent accounting pronouncements Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. The update also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. The new guidance is effective for annual periods beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update can be adopted on either a fully retrospective or a modified retrospective basis. The Company adopted ASU 2020-06, effective January 1, 2021, which did not have a material effect on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework— Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which eliminates, adds, and modifies certain disclosure requirements for fair value measurements. ASU 2018-13 is effective for the Company for fiscal years beginning after December 15, 2020, and earlier adoption is permitted. The Company adopted this standard on January 1, 2021 and adoption had no impact on its consolidated financial statements. |
Restricted stock | |
Basic and diluted net loss per common shares | Restricted stock In 2018, the Company issued 1,704,256 restricted stock awards at a purchase price of $0.03 per share. In 2019, the Company issued 850,312 restricted stock awards at a weighted average purchase price of $0.70 per share. In October 2019, the Company repurchased 298,080 shares at $1.03 per share. In 2021, the Company issued 98,936 restricted stock awards. As of June 30, 2021, the number of restricted stock awards vested were 1,484,246. For accounting purposes, unvested restricted stock awards are not considered issued and outstanding and therefore are not reflected as issued and outstanding in the accompanying consolidated balance sheets or the consolidated statements of changes in convertible preferred stock and stockholders’ equity (deficit) until the awards vest. The Company recorded stock-based compensation expense for these awards of $89 and $128, respectively, for the three and six months ended June 30, 2021, in the statements of operations and comprehensive loss. The Company recorded stock-based compensation expense for these awards of $39 and $78, respectively, for the three and six months ended June 30, 2020, in the statements of operations and comprehensive loss. |
Stock Options | |
Stock based compensation | Early exercised options The Company allowed certain of its employees and its consultants to exercise options granted under the 2018 Plan (Note 15) prior to vesting. The Shares related to early exercised stock options are subject to the Company’s repurchase right upon termination of employment or services at the lesser of the original purchase price or fair market value at the time of repurchase. In order to vest, the holders are required to provide continued service to the Company. The early exercise by an employee or consultant of a stock option is not considered to be a substantive exercise for accounting purposes, and therefore, the payment received by the employer for the exercise price is recognized as a liability. For accounting purposes, unvested early exercised shares are not considered issued and outstanding and therefore not reflected as issued and outstanding in the accompanying consolidated balance sheets or the consolidated statements of changes in convertible preferred stock and stockholders’ equity (deficit) until the awards vest. The deposits received are initially recorded in deposit liability. The liabilities are reclassified to common stock and additional paid-in-capital as the repurchase right lapses. At June 30, 2021, $3,234 was recorded in deposit liability related to shares held by employees and nonemployees that were subject to repurchase. At December 31, 2020, there was no deposit liability as the initial deposit liability was recognized on February 25, 2021 when the merger discussed in Note 2 occurred. All shares that were early exercised by the executives of the Company are considered legally issued, however, for accounting purposes, only vested shares are considered issued. Below is a reconciliation of shares issued and outstanding: June 30, 2021 December 31, 2020 Total shares legally outstanding 56,437,204 8,865,992 Less: unvested early exercised shares (1,161,937) (330,629) Less: unvested restricted stock (871,176) (1,053,502) Total shares issued and outstanding 54,404,091 7,481,861 |
Summary of significant accoun_3
Summary of significant accounting policies and basis of presentation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Summary of significant accounting policies and basis of presentation | |
Schedule of reconciliation of the Company?s cash, cash equivalents, and restricted cash | June 30, 2021 December 31, 2020 Cash and cash equivalents $ 272,277 $ 27,211 Restricted cash 2,235 517 Cash, cash equivalents, and restricted cash $ 274,512 $ 27,728 |
Reconciliation of shares issued and outstanding | June 30, 2021 December 31, 2020 Total shares legally outstanding 56,437,204 8,865,992 Less: unvested early exercised shares (1,161,937) (330,629) Less: unvested restricted stock (871,176) (1,053,502) Total shares issued and outstanding 54,404,091 7,481,861 |
Initial capitalization (Tables)
Initial capitalization (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Asset Acquisition [Line Items] | |
Schedule of relative fair value allocation | June 9, 2020 Cash paid to Sellers at close $ 4,516 Seller expenses paid by the Company 3 Buyer transaction expenses 203 Total consideration $ 4,722 IPR&D $ 4,722 |
Prior Century?s Assets | |
Asset Acquisition [Line Items] | |
Schedule of relative fair value allocation | As of June 21, 2019 Cash and cash equivalents $ 25,163 IPR&D 225,946 Property and equipment 1,034 Other current assets 578 Other non-current assets 669 Current liabilities (1,283) Total $ 252,107 |
Asset purchase of Century The_2
Asset purchase of Century Therapeutics Canada ULC (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Asset purchase of Century Therapeutics Canada ULC | |
Schedule of consideration of the asset acquisition | June 9, 2020 Cash paid to Sellers at close $ 4,516 Seller expenses paid by the Company 3 Buyer transaction expenses 203 Total consideration $ 4,722 IPR&D $ 4,722 |
Financial instruments and fai_2
Financial instruments and fair value measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Financial instruments and fair value measurements | |
Schedule of assets measured at fair value by level within the fair value hierarchy | Level 1 Level 2 Level 3 Total Cash equivalents $ 269,306 — — $ 269,306 U.S. Treasury 11,997 — — 11,997 Corporate bonds — 155,767 — 155,767 Total $ 281,303 $ 155,767 $ — $ 437,070 Level 1 Level 2 Level 3 Total Cash equivalents $ 24,284 — — $ 24,284 U.S. Treasury 9,525 — — 9,525 Corporate bonds — 40,070 — 40,070 Total $ 33,809 $ 40,070 $ — $ 73,879 |
Schedule of investments in fixed maturity securities | Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value U.S. Treasury $ 11,997 $ 2 $ (2) $ 11,997 Corporate bonds 155,754 34 (21) 155,767 Total $ 167,751 $ 36 $ (23) $ 167,764 Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value U.S. Treasury $ 9,518 $ 7 $ — $ 9,525 Corporate bonds 40,069 8 (7) 40,070 Total $ 49,587 $ 15 $ (7) $ 49,595 |
Schedule of maturities of fixed maturity available-for-sale securities | June 30, 2021 December 31, 2020 Less than one year $ 125,290 $ 48,542 One to five years 42,474 1,053 $ 167,764 $ 49,595 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Prepaid expenses and other current assets. | |
Schedule of summary of prepaid expenses and other current assets | June 30, December 31, 2021 2020 Research and development $ 127 $ 97 Insurance 2,989 — Software licenses and other 850 760 Reimbursement receivable 137 908 Warranties 522 240 Other — 256 Total prepaid expenses and other current assets $ 4,625 $ 2,261 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property and equipment, net | |
Schedule of summary of property and equipment, net | June 30, December 31, 2021 2020 Lab equipment $ 15,294 $ 8,941 Leasehold improvements 8,148 1,964 Construction in progress 13,353 5,771 Computer software and equipment 601 214 Furniture and fixtures 297 76 Total 37,693 16,966 Less: Accumulated depreciation (3,231) (1,581) Property and equipment, net $ 34,462 $ 15,385 |
Accrued expenses and other li_2
Accrued expenses and other liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accrued expenses and other liabilities | |
Schedule of summary of accrued expenses | June 30, December 31, 2021 2020 Payroll and bonuses $ 2,034 $ 3,132 Interest 80 82 Professional and legal fees 4,056 524 Operating lease liability, current 594 240 Other 68 52 Total accrued expenses and other liabilities $ 6,832 $ 4,030 |
Long-term debt (Tables)
Long-term debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Long-term debt | |
Summary of the Company's indebtedness | June 30, 2021 December 31, 2020 Principal $ 10,000 $ 10,000 Less: Debt discount attributable to warrants, net of accretion (33) (43) Less: Unamortized deferred financing cost, net of accretion (179) (321) Long-term debt, net $ 9,788 $ 9,636 |
Schedule of interest expense of the Loan Agreement | For the Three For the Three For the Six For the Six Months Ended Months Ended Months Ended Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Interest expense $ 242 $ — $ 480 $ — Amortization of debt issuance costs, including end of term fee accretion 76 — 152 — $ 318 $ — $ 632 $ — |
Schedule of future principal payments due | Future principal payments due (including the end of term fee) under the Loan Agreement are as follows (in thousands): Principal Payments 2021 $ — 2022 1,039 2023 6,603 2024 2,753 2025 — Total future payments $ 10,395 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases | |
Schedule of components of lease expenses | For the For the For the For the Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Operating lease expense: Fixed lease cost $ 514 $ 126 $ 1,062 $ 252 Variable lease cost 166 26 438 26 Short term lease expense 642 613 1,310 1,110 Total operating lease expense $ 1,322 $ 765 $ 2,810 $ 1,388 |
Schedule of Supplemental Balance Sheet Information Related to Leases | The following table reflects supplemental balance sheet information related to leases: As of As of June 30, December 31, Location in Balance Sheet 2021 2020 Operating lease right-of-use asset, net Operating lease right-of-use asset, net $ 12,251 $ 9,392 Operating lease liability, current Accrued expenses and other liabilities $ 594 $ 240 Operating lease liability, long-term Operating lease liability, long-term 14,752 11,679 Total operating lease liability $ 15,346 $ 11,919 |
Schedule of supplemental lease term and discount rate information related to leases | The following table reflects supplement lease term and discount rate information related to leases: As of June 30, 2021 As of December 31, 2020 Weighted-average remaining lease terms - operating leases 8.49 years 10.2 years Weighted-average discount rate - operating leases 9.0 % 9.0 % |
Schedule of supplemental cash flow information related to leases | The following table reflects supplemental cash flow information related to leases as of the periods indicated: For the Six Months Ended For the Six Months Ended June 30, 2021 June 30, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 132 $ 959 Right-of-use assets obtained in exchange for lease obligations: $ 3,295 $ 2,998 |
Schedule of Future minimum lease payments of operating leases | Operating Leases 2021 $ 2,178 2022 2,811 2023 2,655 2024 2,726 2025 2,747 Thereafter 17,613 Total lease payments 30,730 Less: Imputed interest (11,678) Less: Tenant incentive receivable (3,706) Total $ 15,346 |
Basic and diluted net loss pe_2
Basic and diluted net loss per common share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Basic and diluted net loss per common share | |
Schedule of basic and diluted net loss per shares of common stock | Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2021 2020 2021 2020 Numerator Net loss $ (23,273) $ (15,301) $ (41,621) $ (24,974) Denominator Weighted-average common shares for basic and diluted net loss per share 12,044,610 7,481,861 9,775,840 7,481,861 Basic and diluted net loss per common share $ (1.93) $ (2.05) $ (4.26) $ (3.34) |
Schedule of potential shares of common stock excluded | Six Months Ended Six Months Ended June 30, June 30, 2021 2020 Stock options to purchase common stock 5,505,511 2,853,392 Early exercised stock options subject to future vesting 1,161,937 2,246 Restricted stock award subject to future vesting 871,176 1,439,406 Warrants on long term debt 32,009 — Convertible preferred stock — 61,143,790 Total 7,570,633 65,438,834 |
Stock based compensation (Table
Stock based compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Stock based compensation | |
Schedule of stock option activity | Weighted Average Remaining Contractual Term Shares Exercise Price (years) Outstanding January 1, 2021 3,882,328 $ 1.06 9.11 Granted 3,020,759 7.94 — Exercised - vested (120,586) 1.08 — Exercised - unvested (1,092,668) 2.83 — Forfeited (35,098) 1.18 — Cancelled (149,224) 7.27 — Outstanding, June 30, 2021 5,505,511 $ 4.52 8.82 Exercisable at June 30, 2021 3,362,197 4.03 9.00 |
Schedule of weighted-average assumptions | June 30, 2021 Expected dividend rate — Expected option term (years) 6.09 Expected volatility 69.71 % Risk-free interest rate 1.07 % |
Schedule of restricted stock activity | Weighted Average Shares Grant Date Fair Value Total Unvested December 31, 2020 1,053,502 $ 0.35 Granted 98,936 7.27 Vested (281,262) 0.28 Total Unvested June 30, 2021 871,176 $ 1.16 |
Organization and description _2
Organization and description of the business (Details) | Jun. 21, 2019 |
Century Therapeutics, LLC | Century Therapeutics, Inc. (Prior Century) | |
Organization and description of the business | |
Ownership percentage | 72.00% |
Organization and description _3
Organization and description of the business - Going concern and liquidity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 22, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Organization and description of the business | ||||||
Gross proceeds from initial public offering | $ 221,878 | |||||
Net loss | $ (23,273) | $ (18,348) | $ (15,301) | (41,621) | $ (24,974) | |
Cash for operations | (40,668) | $ (18,824) | ||||
Amount of cash and cash equivalents, short and long term investments | $ 440,041 | $ 440,041 | ||||
Public offering | ||||||
Organization and description of the business | ||||||
Amount of shares offered | 10,550,000 | |||||
Additional shares offered | $ 20 | |||||
Gross proceeds from initial public offering | $ 242,650 | |||||
Net proceeds from underwritten public offering | 221,185 | |||||
Amount of underwriting discounts and commissions | 16,985 | |||||
Offering costs | $ 4,480 | |||||
Over-Allotment Option [Member] | ||||||
Organization and description of the business | ||||||
Amount of shares offered | 1,582,500 |
Summary of significant accoun_4
Summary of significant accounting policies and basis of presentation (Details) | Jun. 11, 2021 | Jun. 30, 2021segment |
Summary of significant accounting policies and basis of presentation | ||
Reverse stock split | 2.5161 | |
Number of operating segment | 1 |
Summary of significant accoun_5
Summary of significant accounting policies and basis of presentation - Restricted cash (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Summary of significant accounting policies and basis of presentation | ||||
Cash on deposit | $ 2,235 | $ 517 | ||
Cash and cash equivalents | 272,277 | 27,211 | ||
Restricted cash | 2,235 | 517 | ||
Cash, cash equivalents, and restricted cash | $ 274,512 | $ 27,728 | $ 22,777 | $ 44,064 |
Summary of significant accoun_6
Summary of significant accounting policies and basis of presentation - Early exercised options (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of significant accounting policies and basis of presentation | ||
Amount of deposit liability related to shares held by employees and nonemployees that were subject to repurchase | $ 3,234 | |
Total shares legally outstanding | 56,437,204 | 8,865,992 |
Less: unvested early exercised shares | (1,161,937) | (330,629) |
Less: unvested restricted stock | (871,176) | (1,053,502) |
Total shares issued and outstanding | 54,404,091 | 7,481,861 |
Summary of significant accoun_7
Summary of significant accounting policies and basis of presentation - Restricted stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vested shares | 281,262 | ||||||
Stock based compensation expense | $ 1,711 | $ 137 | $ 1,806 | $ 358 | |||
Restricted stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued | 98,936 | 850,312 | 1,704,256 | ||||
Purchase price (in dollars per share) | $ 0.70 | $ 0.03 | |||||
Shares repurchased | 298,080 | ||||||
Shares repurchased price (in dollars per shares) | $ 1.03 | ||||||
Vested shares | 1,484,246 | ||||||
Stock based compensation expense | $ 89 | $ 39 | $ 128 | $ 78 |
Initial capitalization - Centur
Initial capitalization - Century capital contributions (Details) - Century Therapeutics, LLC $ in Thousands | Jun. 21, 2019USD ($)shares |
Initial capitalization | |
Common units issued | shares | 67,226,891 |
Transaction costs for the assets acquired | $ 252,107 |
Equity issuance costs reduced from members equity | $ (407) |
Initial capitalization - Acquis
Initial capitalization - Acquisitions (Details) - USD ($) $ in Thousands | Jun. 21, 2019 | Jun. 30, 2021 | Dec. 31, 2020 |
Asset Acquisition [Line Items] | |||
Cash and cash equivalents | $ 272,277 | $ 27,211 | |
Property and equipment | 34,462 | 15,385 | |
Other current assets | 256 | ||
Current liabilities | $ (21,225) | $ (12,112) | |
Prior Century?s Assets | |||
Asset Acquisition [Line Items] | |||
Cash and cash equivalents | $ 25,163 | ||
IPR&D | 225,946 | ||
Property and equipment | 1,034 | ||
Other current assets | 578 | ||
Other non-current assets | 669 | ||
Current liabilities | (1,283) | ||
Total | 252,107 | ||
IPR&D expense | $ 225,946 |
Initial capitalization - Bayer
Initial capitalization - Bayer Capital Contributions (Details) - USD ($) $ in Thousands | Jun. 18, 2020 | Jun. 21, 2019 | Jan. 31, 2021 | Nov. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2019 |
Initial capitalization | ||||||
Subscription receivable | $ 31,900 | |||||
Bayer Health LLC | ||||||
Initial capitalization | ||||||
Cash capital commitment | $ 215,000 | |||||
Bayer Health LLC | Tranche 1 | ||||||
Initial capitalization | ||||||
Cash capital commitment | $ 145,000 | |||||
Units exchanged | 26,143,790 | |||||
Consideration paid at closing | $ 75,000 | |||||
Consideration due upon achievement of certain developmental milestone | $ 70,000 | |||||
Term of remaining consideration due | 3 years | |||||
Subscription receivable | $ 74,839 | |||||
Equity issuance costs | 161 | |||||
Subscription receivable | $ 70,000 | |||||
Bayer Health LLC | Tranche 1 | Amendment to the Commitment Agreement | ||||||
Initial capitalization | ||||||
Subscription receivable | $ 70,000 | $ 31,900 | $ 38,100 | |||
Bayer Health LLC | Tranche2 | ||||||
Initial capitalization | ||||||
Cash capital commitment | $ 70,000 |
Asset purchase of Century The_3
Asset purchase of Century Therapeutics Canada ULC (Details) - In-process research and development (?IPR&D?) asset - Empirica Agreement - USD ($) $ in Thousands | Jun. 09, 2020 | Dec. 31, 2020 | Jun. 30, 2021 |
Asset purchase of Century Therapeutics Canada ULC | |||
Total consideration transferred | $ 4,519 | ||
Escrow deposit | 1,506 | ||
Total consideration of the asset acquisition | |||
Cash paid to Sellers at close | 4,516 | ||
Seller expenses paid by the Company | 3 | ||
Buyer transaction expenses | 203 | ||
Total consideration | 4,722 | $ 4,722 | |
Total assets acquired | $ 4,722 | ||
Accrued expenses and other liabilities | |||
Asset purchase of Century Therapeutics Canada ULC | |||
Accrued compensation expense | $ 282 | $ 533 |
Financial instruments and fai_3
Financial instruments and fair value measurements - Assets measured at fair value (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Financial instruments and fair value measurements | ||
Cash equivalents | $ 269,306 | $ 24,284 |
Debt securities | 167,764 | 49,595 |
Total assets | 437,070 | 73,879 |
U.S. Treasury | ||
Financial instruments and fair value measurements | ||
Debt securities | 11,997 | 9,525 |
Corporate bonds | ||
Financial instruments and fair value measurements | ||
Debt securities | 155,767 | 40,070 |
Level 1 | ||
Financial instruments and fair value measurements | ||
Cash equivalents | 269,306 | 24,284 |
Total assets | 281,303 | 33,809 |
Level 1 | U.S. Treasury | ||
Financial instruments and fair value measurements | ||
Debt securities | 11,997 | 9,525 |
Level 2 | ||
Financial instruments and fair value measurements | ||
Total assets | 155,767 | 40,070 |
Level 2 | Corporate bonds | ||
Financial instruments and fair value measurements | ||
Debt securities | $ 155,767 | $ 40,070 |
Financial instruments and fai_4
Financial instruments and fair value measurements - Transfers between levels (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Financial instruments and fair value measurements | |
Transfer of assets from level 1 to level 2 | $ 0 |
Transfer of assets from level 2 to level 1 | $ 0 |
Financial instruments and fai_5
Financial instruments and fair value measurements - Investments in fixed maturity securities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Financial instruments and fair value measurements | ||
Amortized Cost | $ 167,751 | $ 49,587 |
Gross Unrealized Gains | 36 | 15 |
Gross Unrealized Losses | (23) | (7) |
Fair Value | 167,764 | 49,595 |
U.S. Treasury | ||
Financial instruments and fair value measurements | ||
Amortized Cost | 11,997 | 9,518 |
Gross Unrealized Gains | 2 | 7 |
Gross Unrealized Losses | (2) | |
Fair Value | 11,997 | 9,525 |
Corporate bonds | ||
Financial instruments and fair value measurements | ||
Amortized Cost | 155,754 | 40,069 |
Gross Unrealized Gains | 34 | 8 |
Gross Unrealized Losses | (21) | (7) |
Fair Value | $ 155,767 | $ 40,070 |
Financial instruments and fai_6
Financial instruments and fair value measurements - Maturities of fixed maturity available-for-sale securities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Financial instruments and fair value measurements | ||
Less than one year | $ 125,290 | $ 48,542 |
One to five years | 42,474 | 1,053 |
Fair Value | $ 167,764 | $ 49,595 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets - Summary of prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Prepaid expenses and other current assets. | ||
Research and development | $ 127 | $ 97 |
Insurance | 2,989 | |
Software licenses and other | 850 | 760 |
Miscellaneous receivables | 137 | 908 |
Warranties | 522 | 240 |
Other | 256 | |
Total prepaid expenses and other current assets | $ 4,625 | $ 2,261 |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Property and equipment, net | |||||
Gross total | $ 37,693 | $ 37,693 | $ 16,966 | ||
Less: Accumulated depreciation | (3,231) | (3,231) | (1,581) | ||
Property and equipment, net | 34,462 | 34,462 | 15,385 | ||
Depreciation | 935 | $ 282 | 1,653 | $ 482 | |
Lab equipment | |||||
Property and equipment, net | |||||
Gross total | 15,294 | 15,294 | 8,941 | ||
Leasehold improvements | |||||
Property and equipment, net | |||||
Gross total | 8,148 | 8,148 | 1,964 | ||
Construction in progress | |||||
Property and equipment, net | |||||
Gross total | 13,353 | 13,353 | 5,771 | ||
Computer software and equipment | |||||
Property and equipment, net | |||||
Gross total | 601 | 601 | 214 | ||
Furniture and fixtures | |||||
Property and equipment, net | |||||
Gross total | $ 297 | $ 297 | $ 76 |
Accrued expenses and other li_3
Accrued expenses and other liabilities - Summary of accrued expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Accrued expenses and other liabilities | ||
Payroll and bonuses | $ 2,034 | $ 3,132 |
Interest | 80 | 82 |
Professional and legal fees | 4,056 | 524 |
Operating lease liability, current | 594 | 240 |
Other | 68 | 52 |
Total accrued expenses and other liabilities | $ 6,832 | $ 4,030 |
Long-term debt (Details)
Long-term debt (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Long-term debt | ||
Principal | $ 10,000 | $ 10,000 |
Less: Debt discount attributable to warrants, net of accretion | (33) | (43) |
Less: Unamortized deferred financing cost, net of accretion | (179) | (321) |
Long-term debt, net | $ 9,788 | $ 9,636 |
Long-term debt - Term Loan Agre
Long-term debt - Term Loan Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 14, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Long-term debt | ||||
Deferred financing costs | $ 179 | $ 321 | ||
Warrants to purchase units | 16,112 | |||
Warrants term | 10 years | |||
Warrants exercise price | $ 13.96 | |||
Fair value of the warrants at issuance | $ 46,000 | |||
Warrants to be issued percentage | 2.25% | |||
Loan Agreement | ||||
Long-term debt | ||||
Loan amount | $ 10,000 | |||
Term | 4 years | |||
Interest only payment period | 24 months | |||
Debt interest rate | 9.55% | 9.55% | ||
Deferred financing costs | $ 410,000 | |||
Percentage of term fee | 3.95% | |||
Loan Agreement | Loan amounts prepaid during the interest-only period | ||||
Long-term debt | ||||
Prepayment charges percentage | 2.00% | |||
Loan Agreement | Loan amounts prepaid after the interest-only period | ||||
Long-term debt | ||||
Prepayment charges percentage | 1.00% | |||
Loan Agreement | Minimum | ||||
Long-term debt | ||||
Debt interest rate | 6.30% | |||
Tranche 1 | ||||
Long-term debt | ||||
Loan amount | $ 10,000 | |||
Tranche 2 | ||||
Long-term debt | ||||
Loan amount | $ 10,000 | |||
Tranche 2 | Tranche 2 Advance is not drawn or the Company has achieved certain development milestones | ||||
Long-term debt | ||||
Minimum cash requirement | $ 0 | |||
Tranche 3 | ||||
Long-term debt | ||||
Loan amount | $ 10,000 |
Long-term debt - Interest Expen
Long-term debt - Interest Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Long-term debt | |||
Interest expense | $ 242 | $ 480 | |
Amortization of debt issuance costs, including end of term fee accretion | 76 | 152 | |
Interest expense | 318 | 632 | |
Accrued interest | 80 | 80 | $ 82 |
Accrued expenses and other liabilities | |||
Long-term debt | |||
Accrued interest | $ 80 | $ 80 | $ 82 |
Long-term debt - Future princip
Long-term debt - Future principal payments due (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Future principal payments due | |
2022 | $ 1,039 |
2023 | 6,603 |
2024 | 2,753 |
Total future payments | $ 10,395 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Stockholders? Equity | |||
Common stock, shares authorized | 300,000,000 | 125,236,190 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Series C | |||
Stockholders? Equity | |||
Temporary equity, shares | 24,721,999,000 | ||
Temporary equity, gross proceeds | $ 159,628 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Mar. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jul. 24, 2019 | |
Distributed Bio Master Service Agreement | ||||
Commitments and Contingencies | ||||
Milestone payments | $ 16,100 | |||
Distributed Bio Master Service Agreement | Accrued expenses and other liabilities | ||||
Commitments and Contingencies | ||||
Accrued expenses | $ 186 | $ 244 | ||
ICell Inc. Sublicense Agreement | ||||
Commitments and Contingencies | ||||
Sales of the licensed product thresholds amount | $ 70,000 | |||
Development and regulatory approval milestone payments | $ 4,250 |
Leases - Components of lease ex
Leases - Components of lease expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||||
Lease deposit | $ 1,042 | $ 1,042 | $ 909 | ||
Operating lease expense: | |||||
Fixed lease cost | 514 | $ 126 | 1,062 | $ 252 | |
Variable lease cost | 166 | 26 | 438 | 26 | |
Short term lease expense | 642 | 613 | 1,310 | 1,110 | |
Total operating lease expense | $ 1,322 | $ 765 | $ 2,810 | $ 1,388 | |
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Initial lease terms | 16 years | 16 years | |||
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Initial lease terms | 5 years | 5 years |
Leases - Other information (Det
Leases - Other information (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Leases | ||
Operating lease right-of-use assets | $ 12,251 | $ 9,392 |
Operating lease liability, current | $ 594 | 240 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Expenses And Other Liabilities, Current | |
Operating lease liability, long term | $ 14,752 | 11,679 |
Operating Lease, Liability, Total | $ 15,346 | $ 11,919 |
Leases - Operating lease - Othe
Leases - Operating lease - Other information (Details) | Jun. 30, 2021 | Dec. 31, 2020 |
Leases | ||
Weighted-average remaining lease term (years) ? operating leases | 8 years 5 months 26 days | 10 years 2 months 12 days |
Weighted-average discount rate ? operating leases | 9.00% | 9.00% |
Leases - Supplemental cash flow
Leases - Supplemental cash flow information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Supplemental cash flow information | ||
Operating cash flows from operating leases | $ 132 | $ 959 |
Right-of-use assets obtained in exchange for lease obligations: | $ 3,295 | $ 2,998 |
Leases - Future minimum lease p
Leases - Future minimum lease payments (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2021 | $ 2,178 | |
2022 | 2,811 | |
2023 | 2,655 | |
2024 | 2,726 | |
2025 | 2,747 | |
Thereafter | 17,613 | |
Total lease payments | 30,730 | |
Less: Imputed Interest | (11,678) | |
Less: tenant incentive receivable | (3,706) | |
Total | $ 15,346 | $ 11,919 |
Leases - Lease not yet commence
Leases - Lease not yet commenced (Details) $ in Millions | Jun. 30, 2021USD ($)lease |
Leases | |
Number of leases | lease | 1 |
Future lease payments | $ | $ 17.3 |
Non-cancelable lease terms | 10 years |
Basic and diluted net loss pe_3
Basic and diluted net loss per common share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator | |||||
Net loss | $ (23,273) | $ (18,348) | $ (15,301) | $ (41,621) | $ (24,974) |
Denominator | |||||
Weighted-average common units for basic net loss per unit | 12,044,610 | 7,481,861 | 9,775,840 | 7,481,861 | |
Basic net loss per common unit | $ (1.93) | $ (2.05) | $ (4.26) | $ (3.34) |
Basic and diluted net loss pe_4
Basic and diluted net loss per common share - Schedule of potential shares of common stock excluded from computation (Details) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Basic and diluted net loss per common share | ||
Securities excluded from the computation of diluted net loss per share | 7,570,633 | 65,438,834 |
Stock options to purchase common stock | ||
Basic and diluted net loss per common share | ||
Securities excluded from the computation of diluted net loss per share | 5,505,511 | 2,853,392 |
Early exercised stock options subject to future vesting | ||
Basic and diluted net loss per common share | ||
Securities excluded from the computation of diluted net loss per share | 1,161,937 | 2,246 |
Restricted stock | ||
Basic and diluted net loss per common share | ||
Securities excluded from the computation of diluted net loss per share | 871,176 | 1,439,406 |
Warrants on long term debt | ||
Basic and diluted net loss per common share | ||
Securities excluded from the computation of diluted net loss per share | 32,009 | |
Convertible preferred stock | ||
Basic and diluted net loss per common share | ||
Securities excluded from the computation of diluted net loss per share | 61,143,790 |
Defined contribution plan (Deta
Defined contribution plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Defined contribution plan | ||||
Defined contributions | $ 149 | $ 72 | $ 361 | $ 135 |
First 3% of participating employee contributions | ||||
Defined contribution plan | ||||
Employer contribution matching percentage | 100.00% | |||
Next 2% of participating employee contributions | ||||
Defined contribution plan | ||||
Employer contribution matching percentage | 50.00% |
Stock based compensation (Detai
Stock based compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 17, 2021 | May 27, 2021 | |
Stock based compensation | ||||||
Stock awards vesting period | 4 years | |||||
Stock based compensation expense | $ 1,711 | $ 137 | $ 1,806 | $ 358 | ||
Restricted stock | ||||||
Stock based compensation | ||||||
Stock awards vesting period | 4 years | |||||
Stock based compensation expense | $ 89 | $ 39 | $ 128 | $ 78 | ||
2021 Incentive Plan | Stock Options | ||||||
Stock based compensation | ||||||
Shares authorized for issuance | 5,481,735 | |||||
Shares available for grant | 5,640,711 | |||||
Stock reserved for issuance upon the exercise of previously granted stock options | 158,976 | |||||
Employee Stock Purchase Plan 2021 [Member] | Stock Options | ||||||
Stock based compensation | ||||||
Shares authorized for issuance | 548,246 |
Stock based compensation - Stoc
Stock based compensation - Stock option activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Shares | ||
Less: unvested early exercised shares | (1,161,937) | (330,629) |
Stock Options | ||
Shares | ||
Outstanding at beginning (in shares) | 3,882,328 | |
Granted | 3,020,759 | |
Exercised - vested | (120,586) | |
Less: unvested early exercised shares | (1,092,668) | |
Forfeited | (35,098) | |
Cancelled | (149,224) | |
Outstanding, Ending (in shares) | 5,505,511 | 3,882,328 |
Exercisable | 3,362,197 | |
Weighted Average Exercise Price | ||
Outstanding at beginning | $ / shares | $ 1.06 | |
Granted | $ / shares | 7.94 | |
Vested | $ / shares | 1.08 | |
Nonvested | $ / shares | 2.83 | |
Forfeited | $ / shares | 1.18 | |
Cancelled | $ / shares | 7.27 | |
Outstanding, Ending | $ / shares | 4.52 | $ 1.06 |
Exercisable | $ / shares | $ 4.03 | |
Weighted Average Remaining Contractual Term (years) | ||
Outstanding | 8 years 9 months 25 days | 9 years 1 month 9 days |
Exercisable | 9 years | |
Weighted average grant date fair value | $ / shares | $ 4.22 | |
Awards that vest upon contingent events | 3,020,759 | |
Time Based Vesting [Member] | ||
Weighted Average Remaining Contractual Term (years) | ||
Unrecognized compensation expense | $ | $ 13,993 | |
Unrecognized compensation expense expected to be recognized over a weighted average period | 3 years 2 months 26 days | |
Performance Shares [Member] | ||
Weighted Average Remaining Contractual Term (years) | ||
Unrecognized compensation expense | $ | $ 227 | |
Performance Shares [Member] | Tranche 1 | ||
Shares | ||
Granted | 213,624 | |
Weighted Average Remaining Contractual Term (years) | ||
Awards that vest upon contingent events | 213,624 |
Stock based compensation - St_2
Stock based compensation - Stock option weighted-average assumptions (Details) - Stock Options | 6 Months Ended |
Jun. 30, 2021 | |
weighted-average assumptions fair value of stock option granted | |
Expected option term (years) | 6 years 1 month 2 days |
Expected volatility | 69.71% |
Risk-free interest rate | 1.07% |
Stock based compensation - Rest
Stock based compensation - Restricted stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |
Oct. 31, 2019 | Jun. 30, 2021 | Dec. 31, 2020 | |
Shares | |||
Total Unvested | 1,053,502 | ||
Granted | 98,936 | ||
Vested | 281,262 | ||
Total Unvested | 871,176 | ||
Unvested outside of Plan | 871,176 | 1,053,502 | |
Weighted Average Exercise Price | |||
Total Unvested | $ 0.35 | ||
Granted | 7.27 | ||
Vested | (0.28) | ||
Total Unvested | $ 1.16 | ||
Restricted stock vesting period | 4 years | ||
Deposit liability | $ 966 | $ 0 | |
Restricted stock | |||
Shares | |||
Vested | 1,484,246 | ||
Repurchased outside of Plan | 298,080 | ||
Weighted Average Exercise Price | |||
Restricted stock vesting period | 4 years | ||
Unvested restricted stock with time-based vesting | |||
Weighted Average Exercise Price | |||
Unrecognized compensation expense | $ 1,013 | ||
Unrecognized compensation expense expected to be recognized over a weighted average period | 1 year 8 months 23 days | ||
Stock Option and Grant Plan | |||
Weighted Average Exercise Price | |||
Deposit liability | $ 3,234 |
Related party transactions (Det
Related party transactions (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($)item | |
Related party transactions | |||||
Research and development | $ 18,933 | $ 8,484 | $ 34,307 | $ 16,427 | |
FCDI Collaboration Agreement | |||||
Related party transactions | |||||
Research budget amount | 30,400 | ||||
Payment to related party | 4,561 | 2,155 | 2,190 | ||
Research and development | 5,071 | 1,782 | 7,852 | 4,659 | |
Legal fees | 35 | 24 | 56 | 27 | |
Accounts payable | 1,962 | 1,962 | |||
FUJIFILM Cellular Dynamics, Inc. | |||||
Related party transactions | |||||
Development and regulatory milestone payments | 6,000 | 6,000 | |||
Shareholders of Equity Method Investor | Consulting Arrangements | |||||
Related party transactions | |||||
Number of related parties | item | 2 | ||||
Pre payments to related party | $ 125 | ||||
Shareholders of Equity Method Investor | Consulting Arrangements | Research and development expenses | |||||
Related party transactions | |||||
Research and development | $ 18 | $ 31 | $ 56 | $ 44 |