Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 28, 2023 | Jun. 30, 2022 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 368,259,418 | ||
Entity Common Stock, Shares Outstanding | 59,170,590 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | Philadelphia, Pennsylvania | ||
Entity Central Index Key | 0001850119 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 84,265 | $ 56,445 |
Short-term investments | 231,233 | 166,434 |
Escrow deposits, current | 220 | 502 |
Prepaid expenses and other current assets | 4,003 | 4,773 |
Total current assets | 319,721 | 228,154 |
Property and equipment, net | 82,785 | 57,967 |
Operating lease right-of-use assets | 28,945 | 11,854 |
Restricted cash | 1,979 | 1,717 |
Escrow deposits, non-current | 220 | |
Long-term investments | 51,854 | 135,914 |
Security deposits | 1,260 | 1,549 |
Total assets | 486,544 | 437,375 |
Current liabilities | ||
Accounts payable | 5,454 | 7,596 |
Accrued expenses and other liabilities | 9,841 | 6,040 |
Deposit liability | 866 | 980 |
Long-term debt, current | 6,502 | 1,039 |
Deferred revenue, current | 7,154 | |
Total current liabilities | 29,817 | 15,655 |
Operating lease liability, long term | 38,698 | 14,559 |
Deposit liability, non-current | 718 | 2,020 |
Deferred revenue, non-current | 110,834 | |
Long-term debt, net | 3,739 | 8,903 |
Total liabilities | 183,806 | 41,137 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized at December 31, 2022 and 2021, and 0 shares issued and outstanding at December 31, 2022 and 2021 | ||
Common stock, $0.0001 par value, 300,000,000 shares authorized at December 31, 2022 and 2021; 58,473,660 and 55,005,523 shares issued and outstanding at December 31, 2022 and 2021, respectively | 6 | 5 |
Additional paid-in capital | 824,292 | 785,049 |
Accumulated deficit | (519,098) | (388,166) |
Accumulated other comprehensive loss | (2,462) | (650) |
Total stockholders' equity | 302,738 | 396,238 |
Total liabilities and stockholders' equity | $ 486,544 | $ 437,375 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Shares, Issued | 55,005,523 | 58,473,660 |
Common Stock, Shares, Outstanding | 55,005,523 | 58,473,660 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||
Collaboration revenue | $ 5,199 | |
Operating expenses | ||
Research and development | 97,173 | $ 75,648 |
General and administrative | 31,857 | 19,235 |
In-process research and development | 10,000 | |
Total operating expenses | 139,030 | 94,883 |
Loss from operations | (133,831) | (94,883) |
Interest expense | (1,430) | (1,275) |
Other income, net | 4,420 | 377 |
Total other income (expense) | 2,990 | (898) |
Loss before provision for income taxes | (130,841) | (95,781) |
Provision for income taxes | (91) | (43) |
Net loss | $ (130,932) | $ (95,824) |
Net loss per common share Basic (in dollars per share) | $ (2.27) | $ (2.96) |
Net loss per common share Diluted (in dollars per share) | $ (2.27) | $ (2.96) |
Weighted average common shares outstanding Basic (in shares) | 57,755,842 | 32,392,554 |
Weighted average common shares outstanding Diluted (in shares) | 57,755,842 | 32,392,554 |
Other comprehensive loss | ||
Net loss | $ (130,932) | $ (95,824) |
Unrealized loss on investments | (1,786) | (615) |
Foreign currency translation | (26) | (32) |
Comprehensive loss | $ (132,744) | $ (96,471) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Common Stock | Additional Paid-in Capital | Subscription Receivable. | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
Beginning balance at Dec. 31, 2020 | $ 34,922 | $ 144,839 | |||||||
Beginning balance (in shares) at Dec. 31, 2020 | 35,000,000 | 26,143,790 | 7,481,861 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance of Series C preferred stock, net | $ 159,628 | ||||||||
Issuance of Series C preferred stock, net (in shares) | 24,721,999 | ||||||||
Beginning balance at Dec. 31, 2020 | $ 1 | $ 217,832 | $ (31,900) | $ (292,342) | $ (3) | $ (106,412) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Receipt of subscription receivable | $ 31,900 | 31,900 | |||||||
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance cost | $ 1 | 221,401 | 221,402 | ||||||
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance cost (in shares) | 12,132,500 | ||||||||
Net assets contributed as result of merger | 1,061 | 1,061 | |||||||
Conversion of convertible preferred stock upon initial public offering | $ (34,922) | $ (144,839) | $ (159,628) | $ 3 | 339,385 | 339,388 | |||
Conversion of convertible preferred stock upon initial public offering | (35,000,000) | (26,143,790) | (24,721,999) | 34,126,528 | |||||
Issuance of common stock upon the exercise of stock options | 213 | 213 | |||||||
Issuance of common stock upon the exercise of stock options (in shares) | 199,696 | ||||||||
Vesting of restricted stock (in shares) | 566,033 | ||||||||
Vesting of early exercise stock options | 426 | 426 | |||||||
Vesting of early exercise stock options (in shares) | 498,905 | ||||||||
Warrants granted for services | 69 | 69 | |||||||
Unrealized gain (loss) on investments | (615) | (615) | |||||||
Foreign currency translation | (32) | (32) | |||||||
Stock based compensation | 4,662 | 4,662 | |||||||
Net loss | (95,824) | (95,824) | |||||||
Ending balance at Dec. 31, 2021 | $ 5 | 785,049 | (388,166) | (650) | 396,238 | ||||
Ending Balance (in shares) at Dec. 31, 2021 | 55,005,523 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of stock to collaboration partner | $ 1 | 26,812 | 26,813 | ||||||
Issuance of stock to collaboration partner (in shares) | 2,160,760 | ||||||||
Issuance of common stock upon the exercise of stock options | 345 | 345 | |||||||
Issuance of common stock upon the exercise of stock options (in shares) | 342,833 | ||||||||
Vesting of restricted stock (in shares) | 488,758 | ||||||||
Vesting of early exercise stock options | 1,417 | 1,417 | |||||||
Vesting of early exercise stock options (in shares) | 475,786 | ||||||||
Unrealized gain (loss) on investments | (1,786) | (1,786) | |||||||
Foreign currency translation | (26) | (26) | |||||||
Stock based compensation | 10,669 | 10,669 | |||||||
Net loss | (130,932) | (130,932) | |||||||
Ending balance at Dec. 31, 2022 | $ 6 | $ 824,292 | $ (519,098) | $ (2,462) | $ 302,738 | ||||
Ending Balance (in shares) at Dec. 31, 2022 | 58,473,660 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (130,932) | $ (95,824) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 8,440 | 3,748 |
Amortization of deferred financing cost | 299 | 306 |
Non-cash operating lease expense | 1,631 | 834 |
Stock based compensation | 10,669 | 4,662 |
Warrants issued for services | 69 | |
Change in operating assets and liabilities: | ||
Escrow deposit | 502 | 784 |
Prepaid expenses and other assets | 1,028 | (3,182) |
Operating lease liability | 5,258 | (41) |
Deferred revenue | 117,988 | |
Accounts payable | (4,788) | (1,848) |
Accrued expenses and other liabilities | 3,957 | 1,490 |
Net cash provided by (used in) operating activities | 14,052 | (89,002) |
Cash flows from investing activities | ||
Acquisition of property and equipment | (30,604) | (44,970) |
Acquisition of fixed maturity securities, available for sale | (254,000) | (330,034) |
Sale of fixed maturity securities, available for sale | 271,476 | 76,666 |
Net cash used in investing activities | (13,128) | (298,338) |
Cash flows from financing activities | ||
Proceeds from initial public offering, net of underwriting discounts and commissions | 221,402 | |
Proceeds from issuance of common stock | 345 | 213 |
Proceeds from early exercises of common stock options | 2,305 | |
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 | |
Proceeds from sale of common stock to collaboration partner | 26,813 | |
Net cash provided by financing activities | 27,158 | 417,774 |
Net increase in cash, cash equivalents, and restricted cash | 28,082 | 30,434 |
Cash, cash equivalents and restricted cash, beginning of period | 58,162 | 27,728 |
Cash, cash equivalents and restricted cash, end of period | 86,244 | 58,162 |
Supplemental disclosure of cash and non-cash operating activities: | ||
Cash paid for interest | 1,097 | 969 |
Cash paid for income tax | 14 | |
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 | $ 2,654 | $ 1,360 |
Organization and description of
Organization and description of the business | 12 Months Ended |
Dec. 31, 2022 | |
Organization and description of the business | |
Organization and description of the business | CENTURY THERAPEUTICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. 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 $221,402 in net proceeds after deducting underwriting discounts and commissions of $16,985 and other offering costs of approximately $4,263. 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 year ended December 31, 2022, the Company incurred a net loss of $130,932 and generated $14,052 of cash from operations. Cash and cash equivalents and short and long-term investments were $367,352 at December 31, 2022. Management expects to incur additional losses in the future to fund its operations and conduct product research and preclinical and clinical 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 | 12 Months Ended |
Dec. 31, 2022 | |
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 Basis of presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), which contemplate the continued existence of the Company. Since commencing principal activities, the Company has been engaged primarily in research and development activities and raising capital. 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 received 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, the estimation of the incremental borrowing rate for operating leases and standalone selling prices of performance obligations in collaboration agreements. 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 December 31, 2022 and 2021, 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. 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 Level 2 Level 3 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 December 31, 2022 and 2021, the Company had $1,979 and $1,717 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: December 31, 2022 December 31, 2021 Cash and cash equivalents $ 84,265 $ 56,445 Restricted cash 1,979 1,717 Cash, cash equivalents, and restricted cash $ 86,244 $ 58,162 Investments 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. Unrealized gains and losses on investments are recorded in other comprehensive income (loss) on the consolidate statements of operations and comprehensive loss. 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. Property and equipment, net Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is generally five years . Leasehold improvements are amortized over the shorter of the asset’s useful life or the remaining term of the lease. Construction in progress includes direct cost related to the construction of leasehold improvements and is stated at original cost. Such costs are not depreciated until the asset is completed and placed into service. Once the asset is placed into service, these capitalized costs will be allocated to leasehold improvements and will be depreciated over the shorter of the asset’s useful life or the remaining term of the lease. Computer software and equipment includes implementation costs for cloud-based software and network equipment. Expenditures for major additions and improvements are capitalized, while minor replacements, maintenance, and repairs are charged to expense as incurred. When property is retired or otherwise disposed of, the costs and accumulated depreciation are removed from the respective accounts, with any resulting gain or loss recognized concurrently. Research and development expenses Research and development expenses include costs directly attributable to the conduct of research and development programs, including the cost of salaries, payroll taxes, employee benefits, stock compensation, materials, supplies, rent, depreciation on and maintenance of research equipment with alternative future use, and the cost of services provided by outside contractors. All costs associated with research and development are expensed as incurred. Clinical trial costs are a component of research and development expenses. The Company expenses costs for its clinical trial activities performed by third parties, including clinical research organizations and other service providers, as they are incurred, based upon estimates of the work completed over the life of the individual study in accordance with associated agreements. The Company uses information it receives from internal personnel and outside service providers to estimate the clinical trial costs incurred. Stock-based compensation Employees, consultants and members of the board of directors of the Company have received stock options and restricted stock of the Company. The Company recognizes the cost of the stock-based compensation incurred as its employees and board members vest in the awards. The Company accounts for stock-based compensation arrangements in accordance with provisions of Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation. ASC 718 requires the recognition of compensation expense, using a fair-value based method, for costs related to all share-based payments including stock options. ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model (“Black Scholes”) to determine the fair value of options granted. The Company’s stock-based awards are subject to service-based vesting conditions and performance-based vesting conditions. Compensation expense related to awards to employees and directors with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. For performance-based awards, the Company reassesses at each reporting date whether achievement of the performance condition is probable and accrues compensation expense if and when achievement of the performance condition is probable. Black-Scholes requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. Due to the lack of a public market for the Company’s common stock prior to its IPO and lack of company-specific historical and implied volatility data, the Company based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics to the Company, including stage of product development and life science industry focus. The historical volatility is calculated based on a period of time commensurate with expected term assumption. The Company uses the simplified method to calculate the expected term for options granted to employees and board members whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the options due to its lack of sufficient historical data. The risk-free interest rate is based on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. Forfeitures are recognized as they occur. Warrants The Company has issued warrants that have been recognized as equity, and the fair value is recorded into additional paid-in capital in the accompanying consolidated balance sheets. Warrants are accounted for in accordance with applicable accounting guidance provided in ASC Topic 815, Derivatives and Hedging—Contracts in Entity’s Own Equity, as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. The Company’s warrants issued are in connection with its long-term debt and in connection with services provided by consultants, and are equity classified on the accompanying consolidated balance sheets. Equity classified warrants are accounted for at fair value on the issuance date, using Black Scholes, with no changes in fair value recognized after the issuance date. 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 years ended December 31, 2022 and 2021. Early exercised options The Company allowed certain of its employees and its consultants to exercise options granted under the 2018 Plan (Note 16) prior to vesting and prior to its IPO. 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 December 31, 2022 and 2021, there were $1,584 and $3,000, respectively, recorded in deposit liability related to shares held by employees and nonemployees that were subject to repurchase. 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: December 31, 2022 December 31, 2021 Total shares legally outstanding 59,137,491 56,633,898 Less: unvested early exercised shares (470,800) (946,586) Less: unvested restricted stock (Note 17) (193,031) (681,789) Total shares issued and outstanding 58,473,660 55,005,523 Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations and comprehensive loss. As of December 31, 2022 and 2021, no accrued interest or penalties are included on the related tax liability line in the consolidated balance sheet. Collaboration revenue The Company may enter into collaboration and licensing agreements with strategic partners for research and development, manufacturing, and commercialization of its product candidates. Payments under these arrangements may include non-refundable, upfront fees; reimbursement of certain costs; customer option fees for additional goods or services; payments upon the achievement of development, regulatory, and commercial milestones; sales of product at certain agreed-upon amounts; and royalties on product sales. The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, or ASC 606. This standard applies to all contracts with customers. When an agreement falls under the scope of other standards, such as ASC Topic 808, Collaborative Arrangements, or ASC 808, the Company will apply the recognition, measurement, presentation, and disclosure guidance in ASC 606 to the performance obligations in the agreements if those performance obligations are with a customer. Revenue recognized by analogizing to ASC 606 is recorded as collaboration revenue on the statements of operations. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under a collaboration agreement, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations on a relative stand-alone selling price basis; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. As part of the accounting for these arrangements, the Company must use its judgment to determine the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price. The estimation of the stand-alone selling price may include such estimates as forecasted revenues and costs, development timelines, discount rates, and probabilities of regulatory and commercial success. The Company also applies significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining when performance obligations have been met, assessing the recognition and future reversal of variable consideration and determining and applying appropriate methods of measuring progress for performance obligations satisfied over time. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current deferred revenue. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, non-current. If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. The Company evaluates the customer options for material rights or options to acquire additional goods or services for free or at a discount. If the customer options are not determined to represent a material right, no transaction price is allocated to these options and the Company will account for these options at that time they are exercised. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The obligations under the Company’s collaboration agreements may include research and development services to be performed by the Company for or on behalf of the customer. Amounts allocated to these performance obligations are recognized as the Company performs these obligations, and revenue is measured based on an inputs method of costs incurred to date of budgeted costs. Under certain circumstances, the Company may be reimbursed for certain expenses incurred under the research and development services. At the inception of each arrangement that includes development milestone payments, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether it is probable that a significant revenue reversal would not occur. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the statements of operations in the period of adjustment. Recent accounting pronouncements Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses of Financial Instruments (ASC 326). The guidance is effective for the Company beginning January 1, 2023 and it changes how entities account for credit losses on the financial assets and other instruments that are not measured at fair value through net income, including available-for-sale debt securities. The Company is currently evaluating the impact of the new standard on its consolidated financial statements . |
Initial capitalization
Initial capitalization | 12 Months Ended |
Dec. 31, 2022 | |
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 held 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 accounted for the $70,000 as a subscription receivable, which was 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. In addition, upon the closing of the Company’s IPO and the conversion of the Company’s preferred stock into common stock in connection therewith, all approval, veto and representation rights held by Bayer and other holders of preferred stock terminated. 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. Bayer’s right of first refusal is exercisable with respect to up to four products. Subject to certain exceptions, Bayer may only exercise these option rights in a non-sequential and alternating manner, and such rights are subject to additional limitations. |
Asset purchase by Century Thera
Asset purchase by Century Therapeutics Canada ULC | 12 Months Ended |
Dec. 31, 2022 | |
Asset purchase by Century Therapeutics Canada ULC | |
Asset purchase by 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. In July 2021, the first annual installment of $523 was released from escrow. In June 2022, the second annual installment of $517 was release from escrow. As of December 31, 2022 and 2021, accrued compensation expense on the promissory note was $220 and $261, which is presented within escrow deposits on the consolidated balance sheets. |
Financial instruments and fair
Financial instruments and fair value measurements | 12 Months Ended |
Dec. 31, 2022 | |
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 December 31, 2022, by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total Cash equivalents $ 77,736 — — $ 77,736 U.S. Treasury 86,475 — — 86,475 Corporate bonds — 196,603 — 196,603 Total $ 164,211 $ 196,603 $ — $ 360,814 The following table sets forth the Company’s assets that were measured at fair value as of December 31, 2021, by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total Cash equivalents $ 52,882 — — $ 52,882 U.S. Treasury 79,752 — — 79,752 Corporate bonds — 222,596 — 222,596 Total $ 132,634 $ 222,596 $ — $ 355,230 There were no transfers between levels during the years ended December 31, 2022 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 December 31, 2022: Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value U.S. Treasury $ 87,798 $ — $ (1,323) $ 86,475 Corporate bonds 197,668 2 (1,067) 196,603 Total $ 285,466 $ 2 $ (2,390) $ 283,078 The amortized cost, gross unrealized gains and losses, and fair value of investments in fixed maturity securities are as follows as of December 31, 2021: Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value U.S. Treasury $ 80,052 $ — $ (300) $ 79,752 Corporate bonds 222,898 — (302) 222,596 Total $ 302,950 $ — $ (602) $ 302,348 The following table provides the maturities of the Company’s fixed maturity available-for-sale securities: December 31, 2022 December 31, 2021 Less than one year $ 231,224 $ 166,434 One to five years 51,854 135,914 $ 283,078 $ 302,348 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 | 12 Months Ended |
Dec. 31, 2022 | |
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: December 31, December 31, 2022 2021 Research and development $ 110 $ 210 Insurance 1,454 1,606 Software licenses 1,417 2,033 Reimbursement receivable 780 250 Warranties 242 424 Other — 250 Total prepaid expenses and other current assets $ 4,003 $ 4,773 |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property and equipment, net | |
Property and equipment, net | Note 7—Property and equipment, net The following is a summary of property and equipment, net: December 31, December 31, 2022 2021 Lab equipment $ 28,811 $ 18,114 Leasehold improvements 48,951 8,365 Construction in progress 13,998 32,836 Computer software and equipment 3,132 2,623 Furniture and fixtures 1,548 1,358 Total 96,440 63,296 Less: Accumulated depreciation (13,655) (5,329) Property and equipment, net $ 82,785 $ 57,967 Depreciation expense was $8,440 and $3,748 for the years ended December 31, 2022 and 2021, respectively. |
Accrued expenses and other liab
Accrued expenses and other liabilities | 12 Months Ended |
Dec. 31, 2022 | |
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: December 31, December 31, 2022 2021 Payroll and bonuses $ 7,062 $ 4,445 Interest 117 82 Accrued clinical trial related costs 314 — Professional and legal fees 1,637 796 Operating lease liability, current 475 615 Other 236 102 Total accrued expenses and other liabilities $ 9,841 $ 6,040 |
Long-term debt
Long-term debt | 12 Months Ended |
Dec. 31, 2022 | |
Long-term debt | |
Long-term debt | Note 9—Long-term debt The following is a summary of the Company’s indebtedness: December 31, 2022 December 31, 2021 Principal $ 10,000 $ 10,000 Plus: End of term fee 395 395 Less: Debt discount attributable to warrants, net of accretion (8) (25) Less: Unamortized deferred financing cost and end of term fee, net of accretion (146) (428) Long-term debt, net $ 10,241 $ 9,942 On September 14, 2020, the Company entered into a $10,000 Term Loan Agreement (as amended, the “Loan Agreement”) with Hercules Capital, Inc. (“Hercules”). Pursuant to the terms of the Loan Agreement, the Company borrowed $10,000 (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 $10,000 (the “Tranche 2 Advance”). The remaining $10,000 tranche (“Tranche 3 Advance”) is subject to Hercules’ investment committee’s sole discretion. The Loan Agreement has a four-year term and an interest-only period of up to 30 months. The Company was in compliance with all provisions of the Loan Agreement as of December 31, 2022. 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 Year Ended For the Year Ended December 31, 2022 December 31, 2021 Interest expense $ 1,105 $ 969 Amortization of debt issuance costs, including end of term fee accretion 299 306 $ 1,404 $ 1,275 Included in accrued expenses in the accompanying consolidated balance sheets as of December 31, 2022 and 2021 was $117 and $82 of accrued interest, respectively. Future principal payments due (including the end of term fee) under the Loan Agreement are as follows (in thousands): Principal Payments 2023 $ 6,502 2024 3,893 Total future payments $ 10,395 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | Note 10—Stockholders’ Equity 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. |
Revenue recognition
Revenue recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue recognition | |
Revenue recognition | Note 11 – Bristol-Myers Squibb Collaboration On January 7, 2022, the Company entered into the Collaboration Agreement with Bristol-Myers Squibb to collaborate on the research, development and commercialization of iNK and iT cell programs for hematologic malignancies and solid tumors (“Collaboration Program,” and each product candidate a “Development Candidate”). The Collaboration Agreement is within the scope of ASC 808, Collaborative Arrangements as both parties are active participants in the arrangement and are exposed to significant risks and rewards. While this arrangement is in the scope of ASC 808, the Company analogizes to ASC 606 for the accounting for the Collaboration Agreement, including for the delivery of goods and services (i.e., units of account). Revenue recognized by analogizing to ASC 606 is recorded as collaboration revenue in the statements of operations. Pursuant to the Collaboration Agreement, the Company and Bristol-Myers Squibb will initially collaborate on two Collaboration Programs focused on acute myeloid leukemia (“AML”) and multiple myeloma (“MM”), and Bristol-Myers Squibb has the option to add up to two additional Collaboration Programs for an additional fee. The Company is responsible for generating Development Candidates for each Collaboration Program, and Bristol-Myers Squibb has the option to elect to exclusively license the Development Candidates for pre-clinical development, clinical development and commercialization on a worldwide basis (“License Option”). Following Bristol-Myers Squibb’s exercise of the License Option, the Company will be responsible for performing IND-enabling studies, supporting Bristol-Myers Squibb’s preparation and submission of an IND, and manufacturing of clinical supplies until completion of a proof of concept clinical trial. Bristol-Myers Squibb will be responsible for all regulatory, clinical, manufacturing (after the proof of concept clinical trial) and commercialization activities for such Development Candidates worldwide. The Company has the option to co-promote Development Candidates generated from certain specified Collaboration Programs. Under the terms of the Collaboration Agreement, Bristol-Myers Squibb made a non-refundable, upfront cash payment of $100,000 and will pay an exercise fee upon the exercise of the License Option (“Licensed Program” and product candidates developed under a Licensed Program, “Licensed Products”). For each Licensed Program, Bristol-Myers Squibb will pay up to $235,000 in milestone payments upon the first achievement of certain development and regulatory milestones and will pay up to $500,000 per Licensed Product in net sales-based milestone payments. Bristol-Myers Squibb will also pay the Company tiered royalties per Licensed Product as a percentage of net sales in the high-single digits to low-teens, subject to reduction for biosimilar competition, compulsory licensing and certain third party license costs. If Century exercises its co-promote option, such royalty percentage will be increased to low-teens to high-teens in respect of the sales of the co-promoted Licensed Products in the United States. The royalty term shall terminate on a Licensed Product-by-Licensed Product and country-by-country basis on the latest of (i) the twelve (12) year anniversary of the first commercial sale of such Licensed Product in such country, (ii) the expiration of any regulatory exclusivity period that covers such Licensed Product in such country, and (iii) the expiration of the last-to-expire licensed patent of the Company or a jointly owned patent that covers such the Licensed Product in such country. After expiration of the applicable royalty term for a Licensed Product in a country, all licenses granted by the Company to Bristol-Myers Squibb for such Licensed Product in such country will be fully paid-up, royalty- free, perpetual and irrevocable. In connection with the Collaboration Agreement, Bristol-Myers Squibb purchased 2,160,760 shares of the Company’s common stock at a price per share of $23.14, for an aggregate purchase price of $50,000 . In determining the fair value of the common stock issued to Bristol-Myers Squibb, the Company considered the closing price of the common stock on the date of the transaction and included a lack of marketability discount because the shares are subject to certain restrictions. The Company determined the common stock purchase represented a premium of The Company identified the following commitments under the arrangement: (i) research and development services (“R&D Services”) under each of the two initial Collaboration Programs and (ii) Bristol-Myers Squibb’s License Option to elect to exclusively license the Development Candidates for each of the two initial Collaboration Programs. The Company determined that these four commitments represent distinct performance obligations for purposes of recognizing revenue and will recognize revenue as the Company fulfills each performance obligation. The Company determined that the upfront payment and Equity Premium constitute the transaction price at the inception of the Collaboration Agreement. The future potential development and regulatory milestone payments were fully constrained at contract inception as the risk of significant revenue reversal related to these amounts has not yet been resolved. The achievement of the future potential milestones is not within the Company’s control and is subject to certain research and development success and therefore carries significant uncertainty. The Company will reevaluate the likelihood of achieving these milestones at the end of each reporting period and adjust the transaction price in the period the risk is resolved. In addition, the Company will recognize any consideration related to sales-based milestones and royalties when the subsequent sales occur. At December 31, 2022, the total transaction price of $123,200 is allocated to the performance obligations based on their estimated standalone selling price. The stand-alone selling price of the research and development services was estimated using the expected cost-plus margin approach, and the stand-alone selling price of the License Options was based on a discounted cash flow approach and considered several factors including, but not limited to, discount rate, development timeline, regulatory risks, estimated market demand, and future revenue potential using an adjusted market approach. The allocated transaction price is recognized as revenue in one of two ways: ● Research and development services: The Company recognizes the portion of the transaction price allocated to each of the research and development performance obligations as the research and development services are provided, using an inputs method, in proportion to costs incurred to date for each research development target as compared to total costs incurred and expected to be incurred in the future to satisfy the underlying obligation related to each research and development target. The transfer of control occurs over this period and, in management’s judgment, is the best measure of progress towards satisfying the performance obligation. ● License option rights: The transaction price allocated to the license options rights, which are considered material rights to license and commercialize the underlying research and development target, are deferred until the period that Bristol-Myers Squibb elects to exercise or elects to not exercise its option or when the option to exercise expires. The following table summarizes the allocation of the total transaction price to the identified performance obligations under the arrangement, and the amount of the transaction price unsatisfied as of December 31, 2022: Cumulative collaboration Deferred Performance obligations: Transaction price revenue recognized collaboration revenue Option rights $ 109,164 $ - $ 109,164 Research and development services 14,023 (5,199) 8,824 Total 123,187 (5,199) 117,988 Less current portion of deferred revenue - - (7,154) Total long-term deferred revenue $ 123,187 $ (5,199) $ 110,834 As a direct result of the execution of the Collaboration Agreement, the Company incurred $10,000 in fees to amend the FCDI agreement to gain access to the territory rights of Japan. This is recorded as in-process research and development expenses in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 12—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. No milestone payments were due since the inception of the agreement. The Company had $110 within accounts payable as of December 31, 2022 and $36 within accrued expenses and other liabilities as of December 31, 2021, 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 sales milestones, not to exceed $70,000, for the sales of the licensed product. iCELL is also eligible to receive payments of up to $4,250 in development and regulatory approval milestone payments. No milestones or royalties were due in 2022 or 2021. University of Toronto and McMaster University In connection with the Empirica asset acquisition in June 2020 (Note 4), the Company acquired a license agreement by and among the Governing Council of the University of Toronto, or the Council, the McMaster University, or, together with the Council, the Toronto Universities, and Empirica (the Empirica License). Under the Empirica License, the Company received an exclusive, non- transferable, sublicensable, worldwide license to certain patents and antibody sequences and related intellectual property rights and know-how. Pursuant to the Empirica License, the Company is required to make aggregate milestone payments of $18,000 to the Toronto Universities upon the achievement of regulatory approval for certain products developed pursuant to the Empirica License. The Company is also required to make royalty payments to the Toronto Universities in an amount equal to a low single-digit percentage of annual net sales of any product commercialized utilizing technology licensed. The Company is also required to pay the Toronto Institutions The Empirica License expires upon the expiration of the last-to-expire valid claim covering the antibody and antibody-derived technology licensed under the agreement, which, if issued, is expected to expire in 2037. The Toronto Universities may immediately terminate the agreement upon certain insolvency events and the Company may terminate the agreement for convenience upon 30 days’ written notice. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | Note 13—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 $1,260 and $1,549 within security deposits in its consolidated balance sheets at December 31, 2022 and 2021, respectively. The Company’s leases have initial lease terms ranging from 5 . Certain lease agreements contain provisions for future rent increases. Variable lease costs generally include common area maintenance and real estate taxes. The following table reflects the components of lease expense: For the Year Ended For the Year Ended December 31, 2022 December 31, 2021 Operating lease expense: Fixed lease cost $ 4,803 $ 2,256 Variable lease cost 1,261 709 Short term lease expense 2,600 2,628 Total operating lease expense $ 8,664 $ 5,593 The following table reflects supplemental balance sheet information related to leases: As of As of December 31, December 31, Location in Balance Sheet 2022 2021 Operating lease right-of-use asset, net Operating lease right-of-use assets $ 28,945 $ 11,854 Operating lease liability, current Accrued expenses and other liabilities $ 475 $ 615 Operating lease liability, long-term Operating lease liability, long-term 38,698 14,559 Total operating lease liability $ 39,173 $ 15,174 The following table reflects supplement lease term and discount rate information related to leases: As of December 31, 2022 As of December 31, 2021 Weighted-average remaining lease terms - operating leases 9.4 years 8.0 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 Year Ended For the Year Ended December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 5,258 $ (41) Right-of-use assets obtained in exchange for lease obligations: $ 19,599 $ 3,295 The following table reflects future minimum lease payments under noncancelable leases as of December 31, 2022: Operating Leases 2023 $ 5,184 2024 8,540 2025 8,705 2026 8,833 2027 9,014 Thereafter 54,049 Total lease payments 94,325 Less: Imputed interest (48,703) Less: Tenant incentive receivable (6,449) Total $ 39,173 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income taxes | |
Income taxes | Note 14—Income taxes Until February 25, 2021, the Company was organized as a limited liability company, which is considered a passthrough entity for federal and state income tax purposes. As such, any taxable income or loss realized by the Company for the period ended February 25, 2021 was allocated to the members in accordance with their respective membership interest and reported on their individual tax returns. Income (loss) before provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2022 2021 Domestic $ (131,314) $ (96,002) Foreign 473 178 Loss before provision for income taxes $ (130,841) $ (95,824) The components of the provision for income taxes is as follows: Year Ended December 31, 2022 2021 Current expense: Federal $ - $ - State - - Foreign 86 43 Total current expense: 86 43 Deferred expense: Federal - - State - - Foreign 5 - Total deferred expense: 5 - Total income tax expense $ 91 $ 43 A reconciliation of the Company's statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2022 2021 Income at US statutory rate 21.0% 21.0% State taxes, net of federal benefit 11.0% 10.5% Permanent differences 0.6% 0.5% Tax credits 1.9% 4.3% Non-taxable income 0.0% (0.5)% Valuation allowance (33.8)% (32.2)% Change in entity tax status 0.0% (0.7)% Other (0.7)% (3.0)% 0.0% (0.1)% The net deferred income tax asset balance related to the following: Year Ended December 31, 2022 2021 Deferred Tax Assets Net operating loss carryforwards $ 35,187 $ 28,537 Lease liability 12,236 5,127 Accrued expenses & other 605 1,530 Research & Development (R&D) tax credits 5,351 4,211 Capitalized R&D expenses 28,693 - Stock based compensation 3,391 729 Amortization 4,304 1,500 Total deferred tax assets 89,767 41,634 Valuation allowance (78,469) (34,262) Net deferred tax assets 11,298 7,372 Deferred tax liability Depreciation (2,264) (3,366) Right-of-use asset (9,039) (4,006) Total deferred tax liabilities (11,303) (7,372) Net deferred tax liability $ (5) $ - As of December 31, 2022, the Company had an indefinite-lived federal net operating loss carryforward of $104,300. As of December 31, 2022, the Company has state and local NOL carryforwards of $109,700 and $152,800, respectively. The state net operating loss carryforwards will begin to expire in 2039. As of December 31, 2022, the Company also has federal tax credits of $5,351, which begin to expire in 2039. Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2022 and 2021, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company determined that it was not possible to reasonably quantify future taxable income and determined that it is more likely than not that all of the deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance against its net US DTAs as of December 31, 2022 and 2021. Under Internal Revenue Code Section 382, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income may be limited. The Company has not completed a study to assess whether an “ownership change” has occurred or whether there have been multiple ownership changes since it became a “loss corporation” as defined in Section 382. Future changes in the Company's stock ownership, which may be outside of our control, may trigger an “ownership change.” In addition, future equity offerings or acquisitions that have equity as a component of the purchase price could result in an “ownership change.” If an “ownership change” has occurred or does occur in the future, utilization of the NOL carryforwards or other tax attributes may be limited, which could potentially result in increased future tax liability to the Company. Management of the Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which are comprised principally of net operating loss and research and development tax credit carryforwards. Under the applicable accounting standards, management has considered the Company’s history of losses and concluded that it is more likely than not that the Company will not recognize the benefits of federal and state deferred tax assets. Accordingly, a full valuation allowance was maintained against the Company's net US DTAs as of December 31, 2022 and 2021. A change in the Company’s valuation allowance was recorded in 2022, in the amount of $44,207 due primarily to the generation of additional net operating losses and the associated gross deferred tax assets. The Tax Cuts and Jobs Act (TCJA) resulted in significant changes to the treatment of research and developmental (R&D) expenditures under Section 174. For tax years beginning after December 31, 2021, taxpayers are required to capitalize and amortize all R&D expenditures that are paid or incurred in connection with their trade or business. Specifically, costs for U.S.-based R&D activities must be amortized over five years and costs for foreign R&D activities must be amortized over 15 years—both using a midyear convention. During the year ended December 31, 2022, the Company capitalized The calculation of the Company's tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations for both federal taxes and the many states in which we operate or do business in. ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. The Company records uncertain tax positions as liabilities in accordance with ASC 740 and adjust these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from its current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of December 31, 2022 and 2021, the Company has not recorded any uncertain tax positions in its financial statements. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. As of December 31, 2022 and 2021, no accrued interest or penalties are recorded. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company's tax years are still open under statute from December 31, 2019, to the present. The resolution of tax matters is not expected to have a material effect on the Company's consolidated financial statements. |
Basic and diluted net loss per
Basic and diluted net loss per common share | 12 Months Ended |
Dec. 31, 2022 | |
Basic and diluted net loss per common share | |
Basic and diluted net loss per common share | Note 15—Basic and diluted net loss per common share Basic and diluted net loss per common share is calculated as follows: Year Ended Year Ended December 31, December 31, 2022 2021 Numerator Net loss $ (130,932) $ (95,824) Denominator Weighted-average common shares for basic and diluted net loss per share 57,755,842 32,392,554 Basic and diluted net loss per common share $ (2.27) $ (2.96) 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 years ended December 31, 2022 and 2021 because including them would have had an anti-dilutive effect. Year Ended Year Ended December 31, December 31, 2022 2021 Stock options to purchase common stock 7,489,678 5,678,604 Early exercised stock options subject to future vesting 470,800 946,586 Restricted stock award subject to future vesting 193,031 681,789 Warrants 32,009 32,009 Total 8,185,518 7,338,988 |
Defined contribution plan
Defined contribution plan | 12 Months Ended |
Dec. 31, 2022 | |
Defined contribution plan | |
Defined contribution plan | Note 16—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. The Company 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 $862 and $536 for the year ended December 31, 2022 and 2021 respectively. Such contribution expense has been recognized in the consolidated statement of operations for each period. |
Stock based compensation
Stock based compensation | 12 Months Ended |
Dec. 31, 2022 | |
Stock based compensation | |
Stock based compensation | Note 17—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’s stock-based awards are subject to service-based vesting conditions and performance-based vesting conditions. Compensation expense related to awards to employees and directors with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Stock awards granted typically vest over a four-year period but may be granted with different vesting terms. For performance-based awards, the Company reassesses at each reporting date whether achievement of the performance condition is probable and accrues compensation expense if and when achievement of the performance condition is probable. On June 17, 2021, this plan was replaced by the Century Therapeutics, Inc. 2021 Equity Incentive Plan (the “2021 Incentive Plan”) and future issuances of incentive awards will be governed by that plan. 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 On January 1, 2022, the Company was authorized to issue an additional 2,750,276 shares of Common Stock under the 2021 Incentive Plan and an additional 550,055 shares of Common Stock under the 2021 ESPP pursuant to “evergreen” provisions contained in each of the 2021 Incentive Plan and 2021 ESPP. The Company recognizes the costs of the stock-based payments as the employees vest in the awards. For the year ended December 31, 2022, the Company recognized $10,669 of stock-based compensation expense of which $4,954 was general and administrative expense and $5,715 was research and development expenses recorded within the consolidated statement of operations and comprehensive loss. For the year ended December 31, 2021, the Company recognized $4,662 of stock-based compensation expense of which $2,357 was general and administrative expense and $2,305 was research and development expenses recorded within the consolidated statement of operations and comprehensive loss. Stock Options The following table summarizes stock option activity for the year ended December 31, 2022: Weighted Average Remaining Aggregate Contractual Intrinsic Term Value Shares Exercise Price (years) (in thousands) Outstanding January 1, 2022 5,678,604 $ 5.36 8.35 $ 11,595 Granted 2,550,270 12.40 — — Exercised (342,833) 1.01 — — Forfeited (301,877) 8.43 — — Cancelled (94,486) — — Outstanding, December 31, 2022 7,489,678 $ 7.77 7.84 $ 8,991 Exercisable at December 31, 2022 3,212,790 $ 4.35 7.34 $ 6,864 The weighted average grant date fair value of awards for options granted during the period ended December 31, 2022 was $8.13. As of December 31, 2022, there was $26,645 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 2.61 During 2020, the Company issued 213,624 performance-based awards 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 year ended December 31, 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 accounts for actual forfeitures as they occur. The weighted-average assumptions used to calculate the fair value of stock options granted are as follows: December 31, 2022 December 31, 2021 Expected dividend rate — — Expected option term (years) 6.06 6.09 Expected volatility 73.52 % 69.73 % Risk-free interest rate 2.04 % 1.08 % Restricted Stock The following table summarizes restricted stock activity for the year ended December 31, 2022: Weighted Average Shares Grant Date Fair Value Total Unvested December 31, 2021 681,789 $ 4.20 Granted — — Vested (488,758) 1.80 Total Unvested December 31, 2022 193,031 $ 8.41 Pursuant to certain stock purchase agreements containing vesting and other provisions, the Company has the right to repurchase unvested shares. As of December 31, 2022, there was $1,735 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 1.33 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 is recorded as a deposit liability on the Company’s balance sheet, totaling $1,584 and $3,000 as of December 31, 2022 and 2021, respectively. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related party transactions | |
Related party transactions | Note 18—Related party transactions License and Collaboration Agreements with Shareholder 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 cells (“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 FCDI 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 the date of execution of the FCDI Collaboration Agreement through March 31, 2022. On July 29, 2022 we amended the FCDI Collaboration Agreement to extend the term through September 30, 2025. On March 23, 2021, the Company entered into a Manufacturing Agreement with FCDI, or the Manufacturing Agreement, pursuant to which FCDI will provide certain agreed upon technology transfer, process development, analytical testing and cGMP manufacturing services to the Company. On January 7, 2022, the Company and FCDI entered into a letter agreement (the “Letter Agreement”), which amends each of the FCDI Agreements pursuant to the Company’s Research Collaboration and License Agreement with Bristol-Myers Squibb as further discussed in note 18. During the years ended December 31, 2022 and 2021, the Company made payments of $5,100 and $16,200 and incurred research and development expenses of $4,900 and $16,700, and legal fees of $200 and $83, respectively, related to the FCDI agreements, recorded within general and administrative expenses in its consolidated statements of operations and comprehensive loss. As of December 31, 2022 and 2021, there was $0 and $2,400, respectively, in accounts payable related to the FCDI agreements on the consolidated balance sheets. Consulting Arrangements with Shareholders 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, payable quarterly, along with payment of reasonable expenses associated with providing the consulting services. The Company paid $196 and $75 related to these consulting arrangements that were included in research and development expenses in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2022 and 2021, respectively. There were no accrued expenses as of December 31, 2022 and 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 19—Subsequent Events On January 2023, the Company’s Board of Directors approved and management implemented a new portfolio prioritization and capital allocation strategy. The resulting changes include pausing investment in CNTY-103 for glioblastoma as well as a discovery program in hematologic malignancies. The Company will focus on CNTY-101 and will accelerate key programs, including one follow-on candidate for lymphoma, CNTY-102, and CNTY-107 for Nectin-4+ solid tumors. In addition, the Company will continue its partnered programs with Bristol Myers Squibb with no impact to previous guidance on timelines. The restructuring plan resulted in a reduction in the Company’s workforce of approximately 25%. In addition, lab operations in Seattle and Hamilton will be closed and research activities will be consolidated in Philadelphia. In connection with the restructuring, the Company incurred approximately $2,032 of cash-based expenses related to employee severance, benefits and related costs, primarily in the first quarter of 2023. In addition, the Company expects to record a non-cash stock-based compensation charge of approximately $581 related to modification of equity awards for employees impacted by the restructuring. |
Summary of significant accoun_2
Summary of significant accounting policies and basis of presentation (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of significant accounting policies and basis of presentation | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), which contemplate the continued existence of the Company. Since commencing principal activities, the Company has been engaged primarily in research and development activities and raising capital. |
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 received 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, the estimation of the incremental borrowing rate for operating leases and standalone selling prices of performance obligations in collaboration agreements. 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 December 31, 2022 and 2021, 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. |
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 Level 2 Level 3 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 December 31, 2022 and 2021, the Company had $1,979 and $1,717 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: December 31, 2022 December 31, 2021 Cash and cash equivalents $ 84,265 $ 56,445 Restricted cash 1,979 1,717 Cash, cash equivalents, and restricted cash $ 86,244 $ 58,162 |
Investments | Investments 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. Unrealized gains and losses on investments are recorded in other comprehensive income (loss) on the consolidate statements of operations and comprehensive loss. 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. |
Property and equipment, net | Property and equipment, net Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is generally five years . Leasehold improvements are amortized over the shorter of the asset’s useful life or the remaining term of the lease. Construction in progress includes direct cost related to the construction of leasehold improvements and is stated at original cost. Such costs are not depreciated until the asset is completed and placed into service. Once the asset is placed into service, these capitalized costs will be allocated to leasehold improvements and will be depreciated over the shorter of the asset’s useful life or the remaining term of the lease. Computer software and equipment includes implementation costs for cloud-based software and network equipment. Expenditures for major additions and improvements are capitalized, while minor replacements, maintenance, and repairs are charged to expense as incurred. When property is retired or otherwise disposed of, the costs and accumulated depreciation are removed from the respective accounts, with any resulting gain or loss recognized concurrently. |
Research and development expenses | Research and development expenses Research and development expenses include costs directly attributable to the conduct of research and development programs, including the cost of salaries, payroll taxes, employee benefits, stock compensation, materials, supplies, rent, depreciation on and maintenance of research equipment with alternative future use, and the cost of services provided by outside contractors. All costs associated with research and development are expensed as incurred. Clinical trial costs are a component of research and development expenses. The Company expenses costs for its clinical trial activities performed by third parties, including clinical research organizations and other service providers, as they are incurred, based upon estimates of the work completed over the life of the individual study in accordance with associated agreements. The Company uses information it receives from internal personnel and outside service providers to estimate the clinical trial costs incurred. |
Stock based compensation | Stock-based compensation Employees, consultants and members of the board of directors of the Company have received stock options and restricted stock of the Company. The Company recognizes the cost of the stock-based compensation incurred as its employees and board members vest in the awards. The Company accounts for stock-based compensation arrangements in accordance with provisions of Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation. ASC 718 requires the recognition of compensation expense, using a fair-value based method, for costs related to all share-based payments including stock options. ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model (“Black Scholes”) to determine the fair value of options granted. The Company’s stock-based awards are subject to service-based vesting conditions and performance-based vesting conditions. Compensation expense related to awards to employees and directors with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. For performance-based awards, the Company reassesses at each reporting date whether achievement of the performance condition is probable and accrues compensation expense if and when achievement of the performance condition is probable. Black-Scholes requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. Due to the lack of a public market for the Company’s common stock prior to its IPO and lack of company-specific historical and implied volatility data, the Company based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics to the Company, including stage of product development and life science industry focus. The historical volatility is calculated based on a period of time commensurate with expected term assumption. The Company uses the simplified method to calculate the expected term for options granted to employees and board members whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the options due to its lack of sufficient historical data. The risk-free interest rate is based on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. Forfeitures are recognized as they occur. |
Warrants | Warrants The Company has issued warrants that have been recognized as equity, and the fair value is recorded into additional paid-in capital in the accompanying consolidated balance sheets. Warrants are accounted for in accordance with applicable accounting guidance provided in ASC Topic 815, Derivatives and Hedging—Contracts in Entity’s Own Equity, as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. The Company’s warrants issued are in connection with its long-term debt and in connection with services provided by consultants, and are equity classified on the accompanying consolidated balance sheets. Equity classified warrants are accounted for at fair value on the issuance date, using Black Scholes, with no changes in fair value recognized after the issuance date. |
Foreign currency translation | 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 years ended December 31, 2022 and 2021. Early exercised options The Company allowed certain of its employees and its consultants to exercise options granted under the 2018 Plan (Note 16) prior to vesting and prior to its IPO. 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 December 31, 2022 and 2021, there were $1,584 and $3,000, respectively, recorded in deposit liability related to shares held by employees and nonemployees that were subject to repurchase. 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: December 31, 2022 December 31, 2021 Total shares legally outstanding 59,137,491 56,633,898 Less: unvested early exercised shares (470,800) (946,586) Less: unvested restricted stock (Note 17) (193,031) (681,789) Total shares issued and outstanding 58,473,660 55,005,523 |
Income taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations and comprehensive loss. As of December 31, 2022 and 2021, no accrued interest or penalties are included on the related tax liability line in the consolidated balance sheet. |
Collaboration Revenue | Collaboration revenue The Company may enter into collaboration and licensing agreements with strategic partners for research and development, manufacturing, and commercialization of its product candidates. Payments under these arrangements may include non-refundable, upfront fees; reimbursement of certain costs; customer option fees for additional goods or services; payments upon the achievement of development, regulatory, and commercial milestones; sales of product at certain agreed-upon amounts; and royalties on product sales. The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, or ASC 606. This standard applies to all contracts with customers. When an agreement falls under the scope of other standards, such as ASC Topic 808, Collaborative Arrangements, or ASC 808, the Company will apply the recognition, measurement, presentation, and disclosure guidance in ASC 606 to the performance obligations in the agreements if those performance obligations are with a customer. Revenue recognized by analogizing to ASC 606 is recorded as collaboration revenue on the statements of operations. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under a collaboration agreement, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations on a relative stand-alone selling price basis; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. As part of the accounting for these arrangements, the Company must use its judgment to determine the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price. The estimation of the stand-alone selling price may include such estimates as forecasted revenues and costs, development timelines, discount rates, and probabilities of regulatory and commercial success. The Company also applies significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining when performance obligations have been met, assessing the recognition and future reversal of variable consideration and determining and applying appropriate methods of measuring progress for performance obligations satisfied over time. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current deferred revenue. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, non-current. If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. The Company evaluates the customer options for material rights or options to acquire additional goods or services for free or at a discount. If the customer options are not determined to represent a material right, no transaction price is allocated to these options and the Company will account for these options at that time they are exercised. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The obligations under the Company’s collaboration agreements may include research and development services to be performed by the Company for or on behalf of the customer. Amounts allocated to these performance obligations are recognized as the Company performs these obligations, and revenue is measured based on an inputs method of costs incurred to date of budgeted costs. Under certain circumstances, the Company may be reimbursed for certain expenses incurred under the research and development services. At the inception of each arrangement that includes development milestone payments, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether it is probable that a significant revenue reversal would not occur. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the statements of operations in the period of adjustment. |
Recent accounting pronouncements | Recent accounting pronouncements Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses of Financial Instruments (ASC 326). The guidance is effective for the Company beginning January 1, 2023 and it changes how entities account for credit losses on the financial assets and other instruments that are not measured at fair value through net income, including available-for-sale debt securities. The Company is currently evaluating the impact of the new standard on its consolidated financial statements . |
Summary of significant accoun_3
Summary of significant accounting policies and basis of presentation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of significant accounting policies and basis of presentation | |
Schedule of reconciliation of the Company's cash, cash equivalents, and restricted cash | December 31, 2022 December 31, 2021 Cash and cash equivalents $ 84,265 $ 56,445 Restricted cash 1,979 1,717 Cash, cash equivalents, and restricted cash $ 86,244 $ 58,162 |
Reconciliation of shares issued and outstanding | December 31, 2022 December 31, 2021 Total shares legally outstanding 59,137,491 56,633,898 Less: unvested early exercised shares (470,800) (946,586) Less: unvested restricted stock (Note 17) (193,031) (681,789) Total shares issued and outstanding 58,473,660 55,005,523 |
Initial capitalization (Tables)
Initial capitalization (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prior Century's Assets | |
Initial capitalization | |
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 |
Financial instruments and fai_2
Financial instruments and fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial instruments and fair value measurements | |
Schedule of assets measured at fair value by level within the fair value hierarchy | The following table sets forth the Company’s assets that were measured at fair value as of December 31, 2022, by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total Cash equivalents $ 77,736 — — $ 77,736 U.S. Treasury 86,475 — — 86,475 Corporate bonds — 196,603 — 196,603 Total $ 164,211 $ 196,603 $ — $ 360,814 The following table sets forth the Company’s assets that were measured at fair value as of December 31, 2021, by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total Cash equivalents $ 52,882 — — $ 52,882 U.S. Treasury 79,752 — — 79,752 Corporate bonds — 222,596 — 222,596 Total $ 132,634 $ 222,596 $ — $ 355,230 |
Schedule of investments in fixed maturity securities | The amortized cost, gross unrealized gains and losses, and fair value of investments in fixed maturity securities are as follows as of December 31, 2022: Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value U.S. Treasury $ 87,798 $ — $ (1,323) $ 86,475 Corporate bonds 197,668 2 (1,067) 196,603 Total $ 285,466 $ 2 $ (2,390) $ 283,078 The amortized cost, gross unrealized gains and losses, and fair value of investments in fixed maturity securities are as follows as of December 31, 2021: Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value U.S. Treasury $ 80,052 $ — $ (300) $ 79,752 Corporate bonds 222,898 — (302) 222,596 Total $ 302,950 $ — $ (602) $ 302,348 |
Schedule of maturities of fixed maturity available-for-sale securities | December 31, 2022 December 31, 2021 Less than one year $ 231,224 $ 166,434 One to five years 51,854 135,914 $ 283,078 $ 302,348 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid expenses and other current assets. | |
Schedule of summary of prepaid expenses and other current assets | December 31, December 31, 2022 2021 Research and development $ 110 $ 210 Insurance 1,454 1,606 Software licenses 1,417 2,033 Reimbursement receivable 780 250 Warranties 242 424 Other — 250 Total prepaid expenses and other current assets $ 4,003 $ 4,773 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and equipment, net | |
Schedule of summary of property and equipment, net | December 31, December 31, 2022 2021 Lab equipment $ 28,811 $ 18,114 Leasehold improvements 48,951 8,365 Construction in progress 13,998 32,836 Computer software and equipment 3,132 2,623 Furniture and fixtures 1,548 1,358 Total 96,440 63,296 Less: Accumulated depreciation (13,655) (5,329) Property and equipment, net $ 82,785 $ 57,967 |
Accrued expenses and other li_2
Accrued expenses and other liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued expenses and other liabilities. | |
Schedule of summary of accrued expenses | December 31, December 31, 2022 2021 Payroll and bonuses $ 7,062 $ 4,445 Interest 117 82 Accrued clinical trial related costs 314 — Professional and legal fees 1,637 796 Operating lease liability, current 475 615 Other 236 102 Total accrued expenses and other liabilities $ 9,841 $ 6,040 |
Long-term debt (Tables)
Long-term debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Long-term debt | |
Summary of the Company's indebtedness | December 31, 2022 December 31, 2021 Principal $ 10,000 $ 10,000 Plus: End of term fee 395 395 Less: Debt discount attributable to warrants, net of accretion (8) (25) Less: Unamortized deferred financing cost and end of term fee, net of accretion (146) (428) Long-term debt, net $ 10,241 $ 9,942 |
Schedule of interest expense of the Loan Agreement | For the Year Ended For the Year Ended December 31, 2022 December 31, 2021 Interest expense $ 1,105 $ 969 Amortization of debt issuance costs, including end of term fee accretion 299 306 $ 1,404 $ 1,275 |
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 2023 $ 6,502 2024 3,893 Total future payments $ 10,395 |
Revenue recognition (Tables)
Revenue recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue recognition | |
Schedule of transaction price unsatisfied | Cumulative collaboration Deferred Performance obligations: Transaction price revenue recognized collaboration revenue Option rights $ 109,164 $ - $ 109,164 Research and development services 14,023 (5,199) 8,824 Total 123,187 (5,199) 117,988 Less current portion of deferred revenue - - (7,154) Total long-term deferred revenue $ 123,187 $ (5,199) $ 110,834 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of components of lease expenses | For the Year Ended For the Year Ended December 31, 2022 December 31, 2021 Operating lease expense: Fixed lease cost $ 4,803 $ 2,256 Variable lease cost 1,261 709 Short term lease expense 2,600 2,628 Total operating lease expense $ 8,664 $ 5,593 |
Schedule of Supplemental Balance Sheet Information Related to Leases | As of As of December 31, December 31, Location in Balance Sheet 2022 2021 Operating lease right-of-use asset, net Operating lease right-of-use assets $ 28,945 $ 11,854 Operating lease liability, current Accrued expenses and other liabilities $ 475 $ 615 Operating lease liability, long-term Operating lease liability, long-term 38,698 14,559 Total operating lease liability $ 39,173 $ 15,174 |
Schedule of supplemental lease term and discount rate information related to leases | As of December 31, 2022 As of December 31, 2021 Weighted-average remaining lease terms - operating leases 9.4 years 8.0 years Weighted-average discount rate - operating leases 9.0 % 9.0 % |
Schedule of supplemental cash flow information related to leases | For the Year Ended For the Year Ended December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 5,258 $ (41) Right-of-use assets obtained in exchange for lease obligations: $ 19,599 $ 3,295 |
Schedule of Future minimum lease payments of operating leases | Operating Leases 2023 $ 5,184 2024 8,540 2025 8,705 2026 8,833 2027 9,014 Thereafter 54,049 Total lease payments 94,325 Less: Imputed interest (48,703) Less: Tenant incentive receivable (6,449) Total $ 39,173 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income taxes | |
Schedule of income (loss) before provision for income taxes | Year Ended December 31, 2022 2021 Domestic $ (131,314) $ (96,002) Foreign 473 178 Loss before provision for income taxes $ (130,841) $ (95,824) |
Schedule of components of the provision for income taxes | Year Ended December 31, 2022 2021 Current expense: Federal $ - $ - State - - Foreign 86 43 Total current expense: 86 43 Deferred expense: Federal - - State - - Foreign 5 - Total deferred expense: 5 - Total income tax expense $ 91 $ 43 |
Schedule of reconciliation of Company's statutory income tax rate to the Company's effective income tax rate | Year Ended December 31, 2022 2021 Income at US statutory rate 21.0% 21.0% State taxes, net of federal benefit 11.0% 10.5% Permanent differences 0.6% 0.5% Tax credits 1.9% 4.3% Non-taxable income 0.0% (0.5)% Valuation allowance (33.8)% (32.2)% Change in entity tax status 0.0% (0.7)% Other (0.7)% (3.0)% 0.0% (0.1)% |
Schedule of deferred income tax assets and liabilities | Year Ended December 31, 2022 2021 Deferred Tax Assets Net operating loss carryforwards $ 35,187 $ 28,537 Lease liability 12,236 5,127 Accrued expenses & other 605 1,530 Research & Development (R&D) tax credits 5,351 4,211 Capitalized R&D expenses 28,693 - Stock based compensation 3,391 729 Amortization 4,304 1,500 Total deferred tax assets 89,767 41,634 Valuation allowance (78,469) (34,262) Net deferred tax assets 11,298 7,372 Deferred tax liability Depreciation (2,264) (3,366) Right-of-use asset (9,039) (4,006) Total deferred tax liabilities (11,303) (7,372) Net deferred tax liability $ (5) $ - |
Basic and diluted net loss pe_2
Basic and diluted net loss per common share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Basic and diluted net loss per common share | |
Schedule of basic and diluted net loss per shares of common stock | Year Ended Year Ended December 31, December 31, 2022 2021 Numerator Net loss $ (130,932) $ (95,824) Denominator Weighted-average common shares for basic and diluted net loss per share 57,755,842 32,392,554 Basic and diluted net loss per common share $ (2.27) $ (2.96) |
Schedule of potential shares of common stock excluded | Year Ended Year Ended December 31, December 31, 2022 2021 Stock options to purchase common stock 7,489,678 5,678,604 Early exercised stock options subject to future vesting 470,800 946,586 Restricted stock award subject to future vesting 193,031 681,789 Warrants 32,009 32,009 Total 8,185,518 7,338,988 |
Stock based compensation (Table
Stock based compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stock based compensation | |
Schedule of stock option activity | Weighted Average Remaining Aggregate Contractual Intrinsic Term Value Shares Exercise Price (years) (in thousands) Outstanding January 1, 2022 5,678,604 $ 5.36 8.35 $ 11,595 Granted 2,550,270 12.40 — — Exercised (342,833) 1.01 — — Forfeited (301,877) 8.43 — — Cancelled (94,486) — — Outstanding, December 31, 2022 7,489,678 $ 7.77 7.84 $ 8,991 Exercisable at December 31, 2022 3,212,790 $ 4.35 7.34 $ 6,864 |
Schedule of weighted-average assumptions | December 31, 2022 December 31, 2021 Expected dividend rate — — Expected option term (years) 6.06 6.09 Expected volatility 73.52 % 69.73 % Risk-free interest rate 2.04 % 1.08 % |
Schedule of restricted stock activity | Weighted Average Shares Grant Date Fair Value Total Unvested December 31, 2021 681,789 $ 4.20 Granted — — Vested (488,758) 1.80 Total Unvested December 31, 2022 193,031 $ 8.41 |
Organization and description _2
Organization and description of the business (Details) | Jun. 19, 2019 |
Century Therapeutics, LLC | Century Therapeutics, Inc. (Prior Century) | |
Organization and description of the business | |
Ownership percentage | 72% |
Organization and description _3
Organization and description of the business - Going concern and liquidity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 22, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization and description of the business | |||
Gross proceeds from initial public offering | $ 221,402 | ||
Number of common shares issued upon conversion of redeemable convertible preferred stock | 34,126,528 | ||
Net loss | $ (130,932) | (95,824) | |
Cash generated from operations | 14,052 | $ (89,002) | |
Amount of cash and cash equivalents on short and long term investments | $ 367,352 | ||
Public offering | |||
Organization and description of the business | |||
Number of shares offered | 10,550,000 | ||
Price per share sold in IPO | $ 20 | ||
Gross proceeds from initial public offering | $ 242,650 | ||
Net proceeds from underwritten public offering | 221,402 | ||
Amount of underwriting discounts and commissions | 16,985 | ||
Offering costs | $ 4,263 | ||
Over-Allotment Option [Member] | |||
Organization and description of the business | |||
Number of shares offered | 1,582,500 |
Summary of significant accoun_4
Summary of significant accounting policies and basis of presentation (Details) | 12 Months Ended | |
Jun. 11, 2021 | Dec. 31, 2022 segment | |
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 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Summary of significant accounting policies and basis of presentation | |||
Cash on deposit | $ 1,979 | $ 1,717 | |
Cash and cash equivalents | 84,265 | 56,445 | |
Restricted cash | 1,979 | 1,717 | |
Cash, cash equivalents, and restricted cash | $ 86,244 | $ 58,162 | $ 27,728 |
Summary of significant accoun_6
Summary of significant accounting policies and basis of presentation - Property and equipment and Stock-based compensation (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of significant accounting policies and basis of presentation | |
Estimated useful lives of the assets | 5 years |
Expected dividend rate | 0% |
Summary of significant accoun_7
Summary of significant accounting policies and basis of presentation - Early exercised options (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
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 | $ 1,584 | $ 3,000 |
Total shares legally outstanding | 59,137,491 | 56,633,898 |
Less: unvested early exercised shares | (470,800) | (946,586) |
Less: unvested restricted stock | (193,031) | (681,789) |
Total shares issued and outstanding | 58,473,660 | 55,005,523 |
Summary of significant accoun_8
Summary of significant accounting policies and basis of presentation - Income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of significant accounting policies and basis of presentation | ||
Provisions or liability for income taxes | $ 86 | $ 43 |
Accrued interest or penalties on unrecognized tax benefits | $ 0 |
Initial capitalization - Centur
Initial capitalization - Century capital contributions (Details) - Century Therapeutics, LLC $ in Thousands | Jun. 21, 2019 USD ($) shares |
Schedule of Capitalization [Line Items] | |
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 | 12 Months Ended | ||
Jun. 21, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Capitalization [Line Items] | |||
Cash and cash equivalents | $ 84,265 | $ 56,445 | |
Property and equipment | 82,785 | 57,967 | |
Other current assets | 250 | ||
Current liabilities | (29,817) | $ (15,655) | |
IPR&D expense | 10,000 | ||
Prior Century's Assets | |||
Schedule of Capitalization [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 | 1 Months Ended | 12 Months Ended | ||||
Jun. 18, 2020 | Jun. 21, 2019 | Jan. 31, 2021 | Nov. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 by Century The_2
Asset purchase by Century Therapeutics Canada ULC (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||
Jun. 09, 2020 | Jun. 30, 2022 | Jul. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Asset Acquisition [Line Items] | |||||
Release of escrow deposit | $ 517 | $ 523 | |||
In-process research and development (IPR&D) asset | Empirica Agreement | |||||
Asset Acquisition [Line Items] | |||||
Total consideration transferred | $ 4,519 | ||||
Buyer transaction expenses | 203 | ||||
Escrow deposit | $ 1,506 | ||||
In-process research and development (IPR&D) asset | Empirica Agreement | Accrued expenses and other liabilities | |||||
Asset Acquisition [Line Items] | |||||
Accrued compensation expense | $ 220 | $ 261 |
Financial instruments and fai_3
Financial instruments and fair value measurements - Assets measured at fair value (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Financial instruments and fair value measurements | ||
Cash equivalents | $ 77,736 | $ 52,882 |
Debt securities | 283,078 | 302,348 |
Total assets | 360,814 | 355,230 |
U.S. Treasury | ||
Financial instruments and fair value measurements | ||
Debt securities | 86,475 | 79,752 |
Corporate bonds | ||
Financial instruments and fair value measurements | ||
Debt securities | 196,603 | 222,596 |
Level 1 | ||
Financial instruments and fair value measurements | ||
Cash equivalents | 77,736 | 52,882 |
Total assets | 164,211 | 132,634 |
Level 1 | U.S. Treasury | ||
Financial instruments and fair value measurements | ||
Debt securities | 86,475 | 79,752 |
Level 2 | ||
Financial instruments and fair value measurements | ||
Total assets | 196,603 | 222,596 |
Level 2 | Corporate bonds | ||
Financial instruments and fair value measurements | ||
Debt securities | $ 196,603 | $ 222,596 |
Financial instruments and fai_4
Financial instruments and fair value measurements - Transfers between levels (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
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 | Dec. 31, 2022 | Dec. 31, 2021 |
Financial instruments and fair value measurements | ||
Amortized Cost | $ 285,466 | $ 302,950 |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | (2,390) | (602) |
Fair Value | 283,078 | 302,348 |
U.S. Treasury | ||
Financial instruments and fair value measurements | ||
Amortized Cost | 87,798 | 80,052 |
Gross Unrealized Losses | (1,323) | (300) |
Fair Value | 86,475 | 79,752 |
Corporate bonds | ||
Financial instruments and fair value measurements | ||
Amortized Cost | 197,668 | 222,898 |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | (1,067) | (302) |
Fair Value | $ 196,603 | $ 222,596 |
Financial instruments and fai_6
Financial instruments and fair value measurements - Maturities of fixed maturity available-for-sale securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Financial instruments and fair value measurements | ||
Less than one year | $ 231,224 | $ 166,434 |
One to five years | 51,854 | 135,914 |
Fair Value | $ 283,078 | $ 302,348 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets - Summary of prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid expenses and other current assets. | ||
Research and development | $ 110 | $ 210 |
Insurance | 1,454 | 1,606 |
Software licenses and other | 1,417 | 2,033 |
Reimbursement receivable | 780 | 250 |
Warranties | 242 | 424 |
Other | 250 | |
Total prepaid expenses and other current assets | $ 4,003 | $ 4,773 |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property and equipment, net | ||
Gross total | $ 96,440 | $ 63,296 |
Less: Accumulated depreciation | (13,655) | (5,329) |
Property and equipment, net | 82,785 | 57,967 |
Depreciation | 8,440 | 3,748 |
Lab equipment | ||
Property and equipment, net | ||
Gross total | 28,811 | 18,114 |
Leasehold improvements | ||
Property and equipment, net | ||
Gross total | 48,951 | 8,365 |
Construction in progress | ||
Property and equipment, net | ||
Gross total | 13,998 | 32,836 |
Computer software and equipment | ||
Property and equipment, net | ||
Gross total | 3,132 | 2,623 |
Furniture and fixtures | ||
Property and equipment, net | ||
Gross total | $ 1,548 | $ 1,358 |
Accrued expenses and other li_3
Accrued expenses and other liabilities - Summary of accrued expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued expenses and other liabilities. | ||
Payroll and bonuses | $ 7,062 | $ 4,445 |
Interest | 117 | 82 |
Accrued clinical trial related costs | 314 | |
Professional and legal fees | 1,637 | 796 |
Operating lease liability, current | $ 475 | $ 615 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Expenses And Other Liabilities, Current | Accrued Expenses And Other Liabilities, Current |
Other | $ 236 | $ 102 |
Total accrued expenses and other liabilities | $ 9,841 | $ 6,040 |
Long-term debt (Details)
Long-term debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Long-term debt | ||
Principal | $ 10,000 | $ 10,000 |
Plus: End of term fee | 395 | 395 |
Less: Debt discount attributable to warrants, net of accretion | (8) | (25) |
Less: Unamortized deferred financing cost, net of accretion | (146) | (428) |
Long-term debt, net | $ 10,241 | $ 9,942 |
Long-term debt - Term Loan Agre
Long-term debt - Term Loan Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Sep. 20, 2020 | Sep. 14, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2020 | |
Long-term debt | |||||
Deferred financing costs | $ 146 | $ 428 | |||
Warrants to purchase units | 16,112 | ||||
Warrants term | 10 years | ||||
Warrants exercise price | $ 13.96 | ||||
Fair value of the warrants at issuance | $ 46 | ||||
Warrants to be issued percentage | 2.25% | ||||
Loan amounts prepaid during the interest-only period | |||||
Long-term debt | |||||
Prepayment charges percentage | 1% | ||||
Loan Agreement | |||||
Long-term debt | |||||
Loan amount | $ 10,000 | ||||
Term | 4 years | ||||
Debt interest rate | 9.55% | 13.80% | 9.55% | ||
Deferred financing costs | $ 410 | ||||
Percentage of term fee | 3.95% | ||||
Loan Agreement | Loan amounts prepaid during the interest-only period | |||||
Long-term debt | |||||
Prepayment charges percentage | 2% | ||||
Loan Agreement | Minimum | Prime Rate [Member] | |||||
Long-term debt | |||||
Debt Instrument, Basis Spread on Variable Rate | 6.30% | ||||
Loan Agreement | Maximum | |||||
Long-term debt | |||||
Interest only payment period | 30 months | ||||
Tranche 1 | |||||
Long-term debt | |||||
Loan amount | $ 10,000 | ||||
Tranche 2 | |||||
Long-term debt | |||||
Loan amount | $ 10,000 | ||||
Tranche 3 | |||||
Long-term debt | |||||
Loan amount | $ 10,000 |
Long-term debt - Interest Expen
Long-term debt - Interest Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Long-term debt | ||
Interest expense | $ 1,105 | $ 969 |
Amortization of debt issuance costs, including end of term fee accretion | 299 | 306 |
Interest expense | 1,404 | 1,275 |
Accrued interest | 117 | 82 |
Accrued expenses and other liabilities | ||
Long-term debt | ||
Accrued interest | $ 117 | $ 82 |
Long-term debt - Future princip
Long-term debt - Future principal payments due (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Future principal payments due | |
2023 | $ 6,502 |
2024 | 3,893 |
Total future payments | $ 10,395 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jun. 22, 2021 | Feb. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Stockholders Equity | ||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Proceeds from issuance of Series C preferred stock, net of issuance costs | $ 159,628 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of common shares issued upon conversion of redeemable convertible preferred stock | 34,126,528 | |||
Common stock, shares authorized | 300,000,000 | 125,236,190 | 300,000,000 | 300,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary equity, authorized | 85,865,789 | |||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | |||
Series A | ||||
Stockholders Equity | ||||
Share conversion price | 1 | |||
Temporary equity, authorized | 35,000,000 | |||
Series B | ||||
Stockholders Equity | ||||
Share conversion price | 5.55 | |||
Temporary equity, authorized | 26,143,790 | |||
Series C | ||||
Stockholders Equity | ||||
Temporary equity, shares | 24,721,999 | |||
Issuance price per share | $ 6.472 | |||
Proceeds from issuance of Series C preferred stock, net of issuance costs | $ 160,000 | |||
Share conversion price | $ 6.472 | |||
Temporary equity, authorized | 24,721,999 | |||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 |
Revenue recognition (Details)
Revenue recognition (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Jan. 07, 2022 USD ($) item Program $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Jun. 22, 2021 $ / shares | Feb. 25, 2021 $ / shares | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Aggregate purchase price | $ 345 | $ 213 | |||
Aggregate purchase price excluding premium | $ 221,402 | ||||
Total transaction price | 123,200 | ||||
Collaboration Agreement | |||||
Number of collaboration programs | Program | 2 | ||||
Additional number of collaboration programs | Program | 2 | ||||
Upfront cash payment receivable | $ 100,000 | ||||
Milestone payments receivable upon achievement of certain development and regulatory milestones | 235,000 | ||||
Sales-based milestone payments | $ 500,000 | ||||
Termination of Royalty term | 12 years | ||||
Common stock issued | shares | 2,160,760 | ||||
Common stock, par value | $ / shares | $ 23.14 | ||||
Aggregate purchase price | $ 50,000 | ||||
Common stock, premium per share | $ / shares | $ 7.82 | ||||
Premium amount of common stock | $ 23,200 | ||||
Aggregate purchase price excluding premium | $ 26,800 | ||||
Number of Commitments | item | 4 | ||||
Fees related to amending FCDI agreement | $ 10,000 | ||||
FCDI Collaboration Agreement | Collaboration Agreement | |||||
Upfront cash payment receivable | $ 10 |
Revenue recognition - Total tra
Revenue recognition - Total transaction price (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Disaggregation of Revenue [Line Items] | |
Total | $ 117,988 |
Less current portion of deferred revenue | (7,154) |
Total long-term deferred revenue | 110,834 |
Transaction price | |
Disaggregation of Revenue [Line Items] | |
Total | 123,187 |
Total long-term deferred revenue | 123,187 |
Cumulative collaboration revenue recognized | |
Disaggregation of Revenue [Line Items] | |
Cumulative collaboration revenue recognized | (5,199) |
Total long-term deferred revenue | 5,199 |
Option rights | |
Disaggregation of Revenue [Line Items] | |
Total | 109,164 |
Option rights | Transaction price | |
Disaggregation of Revenue [Line Items] | |
Total | 109,164 |
Research and development services | |
Disaggregation of Revenue [Line Items] | |
Total | 8,824 |
Research and development services | Transaction price | |
Disaggregation of Revenue [Line Items] | |
Total | 14,023 |
Research and development services | Cumulative collaboration revenue recognized | |
Disaggregation of Revenue [Line Items] | |
Cumulative collaboration revenue recognized | $ (5,199) |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||
Jun. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2020 | Jun. 24, 2019 | |
Empirica Agreement | |||||
Commitments and Contingencies | |||||
Milestone payments due | $ 18,000,000 | ||||
Empirica Agreement | Maximum | |||||
Commitments and Contingencies | |||||
Sales of the licensed product Thresholds percentage | 50% | ||||
Distributed Bio Master Service Agreement | |||||
Commitments and Contingencies | |||||
Milestone payments | $ 16,100 | ||||
Milestone payments due | $ 0 | ||||
Distributed Bio Master Service Agreement | Accrued expenses and other liabilities | |||||
Commitments and Contingencies | |||||
Accrued expenses | 110 | $ 36 | |||
ICell Inc. Sublicense Agreement | |||||
Commitments and Contingencies | |||||
Milestone payments due | $ 0 | ||||
Development and regulatory approval milestone payments | $ 4,250 | ||||
ICell Inc. Sublicense Agreement | Maximum | |||||
Commitments and Contingencies | |||||
Milestone payments | $ 70,000 |
Leases - Components of lease ex
Leases - Components of lease expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Lease deposit | $ 1,260 | $ 1,549 |
Operating lease expense: | ||
Fixed lease cost | 4,803 | 2,256 |
Variable lease cost | 1,261 | 709 |
Short term lease expense | 2,600 | 2,628 |
Total operating lease expense | $ 8,664 | $ 5,593 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Initial lease terms | 5 years | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Initial lease terms | 16 years |
Leases - Other information (Det
Leases - Other information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | ||
Operating lease right-of-use asset, net | $ 28,945 | $ 11,854 |
Operating lease liability, current | $ 475 | $ 615 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Expenses And Other Liabilities, Current | Accrued Expenses And Other Liabilities, Current |
Operating lease liability, long term | $ 38,698 | $ 14,559 |
Total operating lease liability | $ 39,173 | $ 15,174 |
Leases - Operating lease - Othe
Leases - Operating lease - Other information (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | ||
Weighted-average remaining lease terms (years) - operating leases | 9 years 4 months 24 days | 8 years |
Weighted-average discount rate - operating leases | 9% | 9% |
Leases - Supplemental cash flow
Leases - Supplemental cash flow information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Supplemental cash flow information | ||
Operating cash flows from operating leases | $ (41) | |
Operating cash flows from operating leases | $ 5,258 | |
Right-of-use assets obtained in exchange for lease obligations: | $ 19,599 | $ 3,295 |
Leases - Future minimum lease p
Leases - Future minimum lease payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2023 | $ 5,184 | |
2024 | 8,540 | |
2025 | 8,705 | |
2026 | 8,833 | |
2027 | 9,014 | |
Thereafter | 54,049 | |
Total lease payments | 94,325 | |
Less: imputed Interest | (48,703) | |
Less: Tenant incentive receivable | (6,449) | |
Total | $ 39,173 | $ 15,174 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income taxes | ||
Income Tax Expense (Benefit) | $ 91 | $ 43 |
Amount of income tax benefits for the net operating losses incurred or for the research and development tax credits | $ 101,600 |
Income taxes - Income (loss) be
Income taxes - Income (loss) before provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income taxes | ||
Domestic | $ (131,314) | $ (96,002) |
Foreign | 473 | 178 |
Net loss | (130,932) | (95,824) |
Loss before provision for income taxes | $ (130,841) | $ (95,781) |
Income taxes - Components of th
Income taxes - Components of the provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current expense (benefit): | ||
Foreign | $ 86 | $ 43 |
Total current expense (benefit): | 86 | 43 |
Deferred expense (benefit): | ||
Foreign | 5 | |
Total deferred expense (benefit): | 5 | |
Total income tax expense (benefit): | $ 91 | $ 43 |
Income taxes - Reconciliation o
Income taxes - Reconciliation of the Company statutory income tax rate to the Company effective income tax (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of the Company's statutory income tax rate to the Company's effective income tax rate | ||
Income at US statutory rate | 21% | 21% |
State taxes, net of federal benefit | 11% | 10.50% |
Permanent differences | 0.60% | 0.50% |
Tax credit | 1.90% | 4.30% |
Non-taxable income | 0% | (0.50%) |
Valuation allowance | (33.80%) | (32.20%) |
Change in entity tax status | 0% | (0.70%) |
Other | (0.70%) | (3.00%) |
Effective tax rate | 0% | (0.10%) |
Income taxes - Net deferred inc
Income taxes - Net deferred income tax asset (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets | ||
Net operating loss carryforwards | $ 35,187 | $ 28,537 |
Lease Liability | 12,236 | 5,127 |
Accrued Expenses & Other | 605 | 1,530 |
Credits | 5,351 | 4,211 |
Research & Development (R&D) tax credits | 28,693 | |
Stock Compensation | 3,391 | 729 |
Amortization | 4,304 | 1,500 |
Total deferred tax assets | 89,767 | 41,634 |
Valuation allowance | (78,469) | (34,262) |
Net deferred tax assets | 11,298 | 7,372 |
Deferred Tax Liability | ||
Depreciation | (2,264) | (3,366) |
ROU Asset | (9,039) | (4,006) |
Total deferred tax liabilities | (11,303) | $ (7,372) |
Net deferred tax (liability) | $ (5) |
Income taxes - Operating loss c
Income taxes - Operating loss carryforward (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Accrued interest or penalties on unrecognized tax benefits | $ 0 |
Change in valuation allowance | 44,207 |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 104,300 |
Tax credits | 5,351,000 |
State | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 109,700 |
Local | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 152,800 |
Basic and diluted net loss pe_3
Basic and diluted net loss per common share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator | ||
Net loss | $ (130,932) | $ (95,824) |
Denominator | ||
Weighted-average common shares for basic net loss per share | 57,755,842 | 32,392,554 |
Weighted-average common shares for diluted net loss per share | 57,755,842 | 32,392,554 |
Basic net loss per common share | $ (2.27) | $ (2.96) |
Diluted net loss per common share | $ (2.27) | $ (2.96) |
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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Basic and diluted net loss per common share | ||
Securities excluded from the computation of diluted net loss per share | 8,185,518 | 7,338,988 |
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 | 7,489,678 | 5,678,604 |
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 | 470,800 | 946,586 |
Restricted stock | ||
Basic and diluted net loss per common share | ||
Securities excluded from the computation of diluted net loss per share | 193,031 | 681,789 |
Warrants | ||
Basic and diluted net loss per common share | ||
Securities excluded from the computation of diluted net loss per share | 32,009 | 32,009 |
Defined contribution plan (Deta
Defined contribution plan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined contribution plan | ||
Defined contributions | $ 862 | $ 536 |
First 3% of participating employee contributions | ||
Defined contribution plan | ||
Employer contribution matching percentage | 100% | |
Employee contribution | 3% | |
Next 2% of participating employee contributions | ||
Defined contribution plan | ||
Employer contribution matching percentage | 50% | |
Employee contribution | 2% |
Stock based compensation (Detai
Stock based compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2022 | Jun. 17, 2021 | May 25, 2021 | |
Stock based compensation | |||||
Stock based compensation expense | $ 10,669 | $ 4,662 | |||
General and administrative expense | |||||
Stock based compensation | |||||
Stock based compensation expense | 4,954 | 2,357 | |||
Research and development expenses | |||||
Stock based compensation | |||||
Stock based compensation expense | $ 5,715 | $ 2,305 | |||
2021 Incentive Plan | |||||
Stock based compensation | |||||
Shares authorized for issuance | 2,750,276 | ||||
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 | |||||
Stock based compensation | |||||
Shares authorized for issuance | 550,055 | 564,071 |
Stock based compensation - Stoc
Stock based compensation - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | ||
Less: unvested early exercised shares | (470,800) | (946,586) |
Weighted Average Remaining Contractual Term (years) | ||
Outstanding | 7 years 10 months 2 days | 8 years 4 months 6 days |
Exercisable | 7 years 4 months 2 days | |
Aggregate Intrinsic Value | ||
Outstanding, beginning | $ 11,595 | |
Outstanding, ending | 8,991 | $ 11,595 |
Exercisable | $ 6,864 | |
Stock Options | ||
Shares | ||
Outstanding, beginning (in shares) | 5,678,604 | |
Granted | 2,550,270 | |
Exercised - vested | (342,833) | |
Forfeited | (301,877) | |
Cancelled | (94,486) | |
Outstanding, ending (in shares) | 7,489,678 | 5,678,604 |
Exercisable | 3,212,790 | |
Weighted Average Exercise Price | ||
Outstanding, beginning | $ 5.36 | |
Granted | 12.40 | |
Exercised - vested | 1.01 | |
Forfeited | 8.43 | |
Outstanding, ending | 7.77 | $ 5.36 |
Exercisable | 4.35 | |
Weighted Average Remaining Contractual Term (years) | ||
Weighted average grant date fair value | $ 8.13 | |
Awards that vest upon contingent events | 2,550,270 | |
Aggregate Intrinsic Value | ||
Exercisable | $ 6,864 | $ 2,400 |
Time Based Vesting | ||
Weighted Average Remaining Contractual Term (years) | ||
Unrecognized compensation expense | $ 26,645 | |
Unrecognized compensation expense expected to be recognized over a weighted average period | 2 years 10 months 6 days | |
Performance Shares | ||
Weighted Average Remaining Contractual Term (years) | ||
Unrecognized compensation expense | $ 227 | |
Performance Shares | 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) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
weighted-average assumptions fair value of stock option granted | ||
Expected dividend rate | 0% | |
Stock Options | ||
weighted-average assumptions fair value of stock option granted | ||
Expected option term (years) | 6 years 21 days | 6 years 1 month 2 days |
Expected volatility | 73.52% | 69.73% |
Risk-free interest rate | 2.04% | 1.08% |
Stock based compensation - Rest
Stock based compensation - Restricted stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | ||
Total Unvested | 681,789 | |
Vested | (488,758) | |
Total Unvested | 193,031 | |
Weighted Average Exercise Price | ||
Total Unvested | $ 4.20 | |
Vested | 1.80 | |
Total Unvested | $ 8.41 | |
Deposit liability | $ 866 | $ 980 |
Restricted stock | ||
Weighted Average Exercise Price | ||
Restricted stock vesting period | 4 years | |
Unvested restricted stock with time-based vesting | ||
Weighted Average Exercise Price | ||
Unrecognized compensation expense | $ 1,735 | |
Restricted stock vesting period | 1 year 5 months 23 days | |
Deposit liability | $ 1,584 | $ 3,000 |
Related party transactions (Det
Related party transactions (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 item | Jan. 07, 2022 USD ($) | |
Collaboration Agreement | ||||
Related party transactions | ||||
Upfront cash payment receivable | $ 100,000 | |||
FCDI Collaboration Agreement | ||||
Related party transactions | ||||
Payment to related party | $ 5,100 | $ 16,200 | ||
Research and development | 4,900 | 16,700 | ||
Legal fees | 200 | 83 | ||
Accounts payable | 0 | 2,400 | ||
FCDI Collaboration Agreement | Collaboration Agreement | ||||
Related party transactions | ||||
Upfront cash payment receivable | $ 10 | |||
Shareholders of Equity Method Investor | Consulting Arrangements | ||||
Related party transactions | ||||
Number of related parties | item | 2 | |||
Shareholders of Equity Method Investor | Consulting Arrangements | Accrued expenses | ||||
Related party transactions | ||||
Accrued expenses | 0 | |||
Shareholders of Equity Method Investor | Consulting Arrangements | Research and development expenses | ||||
Related party transactions | ||||
Research and development | $ 196 | $ 75 |
Subsequent Events (Details)
Subsequent Events (Details) - Employee Severance [Member] $ in Thousands | 1 Months Ended |
Jan. 31, 2023 USD ($) | |
Subsequent Events | |
Expenses related to employee severance, benefits and related costs | $ 2,032 |
Amount of stock-based compensation charge | $ 581 |