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Stock-based compensation - Reserved shares of common stock (Details) - 2021 Incentive Plan	Dec. 31, 2025 shares
Stock-based compensation
Reserved shares of common stock for issuance	13,921,167
Options and RSUs
Stock-based compensation
Options and RSUs issued and outstanding	9,105,976
Reserved shares of common stock for issuance	4,175,446
Employee stock purchase plan
Stock-based compensation
Reserved shares of common stock for issuance	639,745

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Business combination - Assets and Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands	Apr. 11, 2024	Dec. 31, 2025	Dec. 31, 2024
Assets acquired:
Right-of-use operating lease		$ 16,139	$ 28,706
Liabilities assumed:
Lease liabilities - operating lease		$ 40,241	48,960
Clade Therapeutics, Inc
Business Combination
Cash consideration	$ 14,854
Fair value of common stock (3,741,646 at closing price of $4.05)	15,154
Contingent consideration	9,722
Total consideration transferred	$ 39,730
Fair value of common stock shares	3,741,646
Fair value of common stock closing price	$ 4.05
Assets acquired:
Cash and restricted cash	$ 5,246
Prepaid expenses and other assets	400
Property and equipment	2,652
Right-of-use operating lease	8,065
In-process research and development ("IPR&D")	34,200		$ 34,200
Goodwill	4,327
Total assets acquired	54,890
Liabilities assumed:
Accounts payable	868
Accrued expenses and other current liabilities	2,352
Lease liabilities - operating lease	8,065
Contingent consideration	372
Deferred tax liability	3,503
Total liabilities assumed	15,160
Net assets acquired	$ 39,730

Business combination

12 Months Ended

Dec. 31, 2025

Business combination

Business combination

Note 3—Business combination

On April 11, 2024, the Company acquired Clade, a privately held biotechnology company focused on discovering and delivering engineerable, off-the-shelf, scalable, and consistent stem cell-based medicines, with a focus on iPSC-derived αβ T cells. The acquisition expanded the Company’s pipeline by incorporating three additional preclinical-stage programs from Clade’s αβ iT platform spanning across cancer and autoimmune diseases. The results of Clade’s operations have been included in the consolidated financial statements since that date. A total of 3,741,646 common shares were issued to the Clade stockholders on the date of close, which were valued based on the closing price of common stock on that date.

Contingent consideration was estimated at fair value on the date of the close and consists of both additional stock consideration (“Holdback Shares”) as well as a contingent milestone payment of $10,000 (“Clade Milestone”). The Holdback Shares totaled 784,128 shares of common stock consideration that were issued and delivered to the Clade shareholders on October 15, 2025. This contingent consideration was recorded at fair value as of the closing date, based on the closing stock price on that date, adjusted for a discount for lack of marketability, and totaled $2,600. Contingent consideration also includes the Clade Milestone, which consists of one potential clinical development milestone payment of $10,000, which may be paid in cash, shares, or a combination thereof, upon the achievement of the milestone. The fair value of this contingent consideration was

estimated based on the probability of milestone achievement, and an estimated discount rate, and totaled $8,883 on the date of acquisition.

The Company recognized $895 of acquisition-related costs during the year ended December 31, 2024, which were expensed as incurred in the consolidated statement of operations. No such expenses were recorded during the twelve months ended December 31, 2025.

The following table summarizes the provisional fair values of the assets acquired and liabilities assumed at the date of the acquisition:


Consideration transferred:
Cash consideration	$	14,854
Fair value of common stock (3,741,646 at closing price of $4.05)		15,154
Contingent consideration		9,722
Total consideration transferred	$	39,730

Assets acquired:
Cash and restricted cash	$	5,246
Prepaid expenses and other assets		400
Property and equipment		2,652
Right-of-use operating lease		8,065
In-process research and development ("IPR&D")		34,200
Goodwill		4,327
Total assets acquired	$	54,890

Liabilities assumed:
Accounts payable	$	868
Accrued expenses and other current liabilities		2,352
Lease liabilities - operating lease		8,065
Contingent consideration		372
Deferred tax liability		3,503
Total liabilities assumed	$	15,160

Net assets acquired	$	39,730

As of December 31, 2024, the purchase price was final and changes from the preliminary purchase price were immaterial. The purchase price was allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based on their acquisition date estimated fair values. The identifiable intangible assets consist of IPR&D which were assigned fair values of $34,200. The fair value of the IPR&D was estimated using the multi-period excess earnings method, which the Company estimates future cash flows attributable to the technology and applies a probability of success and a discount rate of 26.9%.

These nonrecurring fair value measurements are Level 3 measurements within the fair value hierarchy.

Goodwill represents the excess of the purchase price over the net identifiable tangible and intangible assets acquired. The Company believes the goodwill related to the acquisition was attributable to the expected synergies and value of the assembled workforce as well as the collective experience of the management team with regards to its operations. The goodwill is not expected to be tax deductible.

As of December 31, 2024, given the sustained decrease of the Company’s market capitalization, the carrying value of the single, entity-wide reporting unit exceeded its fair value, and accordingly, the Company recorded a goodwill impairment charge of $4,327 to write off the goodwill balance.

- Definition

The entire disclosure for business combination.

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+ Details

Summary of significant accounting policies and basis of presentation

12 Months Ended

Dec. 31, 2025

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.

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, intangible assets acquired in business combinations, 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, 2025 and 2024, 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 1Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

Level 2Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active;

Level 3Inputs are unobservable in which there is little or no market data available, which require the reporting entity to develop its own assumptions that are unobservable.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

Cash and cash equivalents

Management considers all highly liquid investments of three months or less to be cash equivalents.

Restricted cash

As of December 31, 2025 and 2024, the Company had $3,158 and $2,772, respectively, 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, 2025			December 31, 2024
Cash and cash equivalents		$	61,853		$	58,441
Restricted cash			2,359			2,772
Restricted cash included in prepaid and other current assets			799			—
Cash, cash equivalents, and restricted cash		$	65,011		$	61,213

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 loss on the consolidated 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. The historical volatility is calculated based on a period of time commensurate with expected term assumption. 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 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. Through December 31,2025, the Company’s warrants were 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. As further described in Note 18, the Company issued warrants in connection with a Private Placement in January, 2026.

Foreign currency translation

The reporting currency of the Company is the U.S. dollar. The functional currency of Century Canada is the Canadian dollar. The functional currency of Gadeta is the Euro. Assets and liabilities of Century Canada and Gadeta 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 income (loss) within the Company’s consolidated balance sheets.

Basic and diluted net loss per common share

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, 2025 and 2024.

Early exercised options

The Company allowed certain of its employees and its consultants to exercise options granted under the 2018 Plan (Note 14) 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 stockholders’ equity 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, 2025 and 2024, there was $0 and $82, 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, 2025	December 31, 2024
Total shares legally outstanding	87,519,096	85,872,571
Less: unvested early exercised shares	—	(11,321)
Less: unvested restricted stock awards (Note 13)	—	(24,821)
Total shares issued and outstanding	87,519,096	85,836,429

Income Taxes

We account 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, we determine 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.

We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider 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 we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determine 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, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

We recognize 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, 2025, 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 (“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 (“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.

Acquisition-Related Contingent Consideration

Acquisition-related contingent consideration consists of our future obligation owed to shareholders of Clade and Gadeta and includes contingent milestone payments, earn-out obligation, and indemnification

obligations. Acquisition-related contingent consideration was recorded on the acquisition date at the estimated fair value of the obligation, in accordance with the acquisition method of accounting. The fair value measurement is based on significant inputs that are unobservable in the market and thus represents a Level 3 fair value measurement. The fair value of the acquisition-related contingent consideration is remeasured each reporting period, with changes in fair value recorded in the consolidated statements of operations and comprehensive loss within general and administrative expense.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Identifiable assets acquired and liabilities assumed are recorded at their acquisition date fair values. The excess of the fair value of purchase consideration over the fair values of the identifiable assets and liabilities is recorded as goodwill. Acquisition related costs are expensed as incurred. Upon acquisition, the accounts and results of operations are consolidated as of and subsequent to the acquisition date.

When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. The Company utilizes commonly accepted valuation techniques, such as the income approach in establishing the fair value of intangible assets. See “Note 3 – Business combination” for additional detail.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. Goodwill is not amortized but is tested for impairment at least annually. The Company reviews goodwill for impairment annually in the fourth quarter and whenever events or changes in circumstances indicate that the fair value of a reporting unit may be less than its carrying amount “triggering events”. Triggering events may include a sustained period where the Company’s carrying value is in excess of its market capitalization or adverse changes in business climate. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test described in ASC Topic 350, Intangibles – Goodwill and Other. The more likely than not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative goodwill impairment test is unnecessary and goodwill is considered to be unimpaired. However, if based on the qualitative assessment the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company will proceed with performing the quantitative goodwill impairment test. In performing the quantitative goodwill impairment test, the Company determines the fair value of its reporting unit and compares it to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired. If the carrying value of the reporting unit exceeds its fair value, the Company records an impairment loss equal to the difference. For the year ended December 31, 2024, there was $4,327 in impairment related to goodwill.

Indefinite-lived intangibles are carried at the initially recorded fair value less any recognized impairment. Indefinite-lived intangibles are tested at least annually for impairment. Impairment assessments are conducted more frequently if certain conditions exist, including a change in the competitive landscape, any internal decisions to pursue new or different technology strategies, or a significant change in the marketplace, including changes in the size of the market for the Company’s products. In performing the impairment test, the Company estimates the fair value of the indefinite-lived intangible asset and compares it to the carrying value. If the carrying value exceeds the estimated fair value, the Company records an impairment loss for the difference. For the year ended December 31, 2025, there were no impairment charges on the Company’s indefinite-lived intangible assets. For further discussion of identified intangible assets, see “Note 3 – Business Combination”.

Recent accounting pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). The ASU includes enhanced disclosure requirements, which mandate transparency in financial statements by requiring detailed disclosures of specific expenses like inventory purchases, employee compensation, depreciation, and intangible asset amortization. In January 2025, the FASB issued ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) An Amendment of the FASB Accounting Standards Codification (“ASC”), Clarifying the Effective Date, which clarifies that public business entities are required to adopt the ASU 2024-03 guidance in annual reporting periods beginning after December 15, 2026. And interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting this pronouncement on the Company’s consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. For entities other than PBEs, the requirements will be effective for annual periods beginning after December 15, 2025. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented. As of December 31, 2025, the Company retrospectively adopted this new ASU and it only impacts the Company's income tax disclosures with no impact to its operations, cash flows, or financial condition.

Segment Reporting - Breakdown of research and development expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Segment Reporting
Collaboration revenue	$ 109,164	$ 6,589
Research and development
General and administrative	24,003	33,155
Net loss	$ (9,580)	$ (126,566)
Segment reporting other item description	Other segment expense/(income) includes in-process research and development, impairment of long-lived assets, impairment of goodwill, interest expense, interest income, other income (expense), and provision for income taxes.	Other segment expense/(income) includes in-process research and development, impairment of long-lived assets, impairment of goodwill, interest expense, interest income, other income (expense), and provision for income taxes.
Single reportable segment
Segment Reporting
Collaboration revenue	$ 109,164	$ 6,589
Research and development
Personnel and related costs	33,139	42,398
Facility and other allocated costs	22,118	22,485
Research and laboratory	36,371	30,655
Other research and development	4,039	11,706
General and administrative	24,003	33,155
Other segment expense/(income)	(926)	(7,244)
Net loss	$ (9,580)	$ (126,566)

Leases - Future minimum lease payments (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Operating Leases
2026	$ 7,340
2027	7,377
2028	7,565
2029	7,756
2030	7,953
Thereafter	25,955
Total lease payments	63,946
Less: Imputed interest	(20,381)
Total	$ 43,565	$ 53,830

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, 2025	Dec. 31, 2024
Basic and diluted net income (loss) per common share
Securities excluded from the computation of diluted net loss per share	14,783,942	8,231,289
Stock options to purchase common stock
Basic and diluted net income (loss) per common share
Securities excluded from the computation of diluted net loss per share	9,105,976	5,310,229
Early exercised stock options subject to future vesting
Basic and diluted net income (loss) per common share
Securities excluded from the computation of diluted net loss per share		11,321
Restricted stock awards subject to future vesting
Basic and diluted net income (loss) per common share
Securities excluded from the computation of diluted net loss per share		24,821
Unvested restricted stock units
Basic and diluted net income (loss) per common share
Securities excluded from the computation of diluted net loss per share	5,645,957	2,852,909
Warrants
Basic and diluted net income (loss) per common share
Securities excluded from the computation of diluted net loss per share	32,009	32,009

Stock-based compensation - Stock option weighted-average assumptions (Details)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
weighted-average assumptions fair value of stock option granted
Expected dividend rate	0.00%
Employee Stock Option
weighted-average assumptions fair value of stock option granted
Expected option term (years)	6 years 10 days	6 years 7 days
Expected volatility	79.28%	78.84%
Risk-free interest rate	3.96%	4.29%

Financial instruments and fair value measurements - Assets measured at fair value (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Apr. 11, 2024
Assets:
Cash equivalents	$ 58,030	$ 50,884
Total assets	113,291	212,553
Liabilities:
Contingent consideration	3,757	8,738
Total liabilities	3,757	8,738	$ 10,094
U.S. Treasury
Assets:
Debt securities	4,606	29,994
Corporate bonds
Assets:
Debt securities	50,655	131,675
Level 1
Assets:
Cash equivalents	58,030	50,884
Total assets	58,030	50,884
Level 2
Assets:
Total assets	55,261	161,669
Level 2 \| U.S. Treasury
Assets:
Debt securities	4,606	29,994
Level 2 \| Corporate bonds
Assets:
Debt securities	50,655	131,675
Level 3
Liabilities:
Contingent consideration	3,757	8,738
Total liabilities	$ 3,757	$ 8,738

Bristol-Myers Squibb Collaboration

12 Months Ended

Dec. 31, 2025

Bristol-Myers Squibb Collaboration

Bristol-Myers Squibb Collaboration

Note 8 – 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 was within the scope of ASC 808, Collaborative Arrangements as both parties were active participants in the arrangement and are exposed to significant risks and rewards. While this arrangement was 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 collaborated on two collaboration programs focused on acute myeloid leukemia (“AML”) and multiple myeloma (“MM”) (“Collaboration Programs”), and Bristol-Myers Squibb had the option to add up to two additional Collaboration Programs for an additional fee. The Company was responsible for generating Development Candidates for each Collaboration Program, and Bristol-Myers Squibb had the option to elect to exclusively license the Development Candidates for pre-clinical development, clinical development and commercialization on a worldwide basis (“License Option”).

Under the terms of the Collaboration Agreement, Bristol-Myers Squibb made a non-refundable, upfront cash payment of $100,000 and agreed to 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 agreed to pay up to $235,000 in milestone payments upon the first achievement of certain development and regulatory milestones and agreed to pay up to $500,000 per Licensed Product in net sales-based milestone payments.

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 $7.82 per share, or $23,187 in the aggregate (“Equity Premium”), and the remaining $26,813 was recorded as issuance of common stock in stockholders’ equity.

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 represented distinct performance obligations for purposes of recognizing revenue and would have recognized revenue if the Company had fulfilled such performance obligations.

The Company determined that the upfront payment and equity premium constituted 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 was not within the Company’s control and was subject to certain research and development success and therefore carried significant uncertainty.

The total transaction price of $123,187 was allocated to the performance obligations based on their estimated standalone selling price on January 7, 2022. 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 recognized 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 were considered material rights to license and commercialize the underlying research and development target, were deferred until Bristol-Myers Squibb would have elected to exercise or not exercise its option or when the option to exercise expired.

Following an internal corporate portfolio prioritization process, Bristol-Myers Squibb notified the Company on December 12, 2024 that it would be terminating the Collaboration Agreement in its entirety without cause. The termination was effective on March 12, 2025. As a result of the notice of termination, the Company concluded that the research and development services being provided to Bristol-Myers Squibb were substantially complete as of December 31, 2024, and accordingly, the remaining transaction price allocated to that performance obligation was recorded in the fourth quarter of 2024. The remaining transaction price related to the license option rights, which represented a material right of $109,164 was recognized in the first quarter of 2025 when the option right expired upon the termination of the Collaboration Agreement. There will be no future collaboration revenues recognized under the Collaboration Agreement.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-7

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
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+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ (9,580)	$ (126,566)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Summary of significant accounting policies and basis of presentation (Tables)

12 Months Ended

Dec. 31, 2025

Summary of significant accounting policies and basis of presentation

Schedule of reconciliation of the Company's cash, cash equivalents, and restricted cash


		December 31, 2025			December 31, 2024
Cash and cash equivalents		$	61,853		$	58,441
Restricted cash			2,359			2,772
Restricted cash included in prepaid and other current assets			799			—
Cash, cash equivalents, and restricted cash		$	65,011		$	61,213

Reconciliation of shares issued and outstanding


	December 31, 2025	December 31, 2024
Total shares legally outstanding	87,519,096	85,872,571
Less: unvested early exercised shares	—	(11,321)
Less: unvested restricted stock awards (Note 13)	—	(24,821)
Total shares issued and outstanding	87,519,096	85,836,429

Summary of significant accounting policies and basis of presentation - Property and equipment and Stock-based compensation (Details)	12 Months Ended
	Dec. 31, 2025
Summary of significant accounting policies and basis of presentation
Estimated useful lives of the assets	5 years
Expected dividend rate	0.00%

Accrued expenses and other liabilities (Tables)

12 Months Ended

Dec. 31, 2025

Accrued expenses and other liabilities.

Schedule of summary of accrued expenses


		December 31, 2025			December 31, 2024
Payroll and bonuses		$	4,632		$	7,703
Accrued clinical trial related costs			2,125			2,196
Professional and legal fees			1,595			2,617
Operating lease liability, current			3,324			4,870
Other			—			75
Total accrued expenses and other liabilities		$	11,676		$	17,461

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2025

Segment Reporting

Schedule of breakdown of research and development expenses to assess performance and allocate resources


	Year Ended		Year Ended
	December 31, 2025		December 31, 2024
Collaboration revenue	$	109,164	$	6,589
Less cost and expense:
Research and development
Personnel and related costs	$	33,139	$	42,398
Facility and other allocated costs		22,118		22,485
Research and laboratory		36,371		30,655
Other research and development		4,039		11,706
General and administrative		24,003		33,155
Other segment expense/(income)		(926)		(7,244)
Net loss	$	(9,580)	$	(126,566)

Income taxes (Tables)

12 Months Ended

Dec. 31, 2025

Income taxes

Schedule of income (loss) before provision for income taxes


		Year Ended December 31,
	2025		2024
Domestic	$	(9,692)	$	(124,781)
Foreign		44		5
Loss before provision for income taxes	$	(9,648)	$	(124,776)

Schedule of components of the provision for income taxes


		Year Ended December 31,
	2025		2024
Current expense:
Federal	$	-	$	400
State		-		705
Foreign		5		(185)
Total current expense:		5		920

Deferred (benefit) expense:
Federal		-		38
State		(73)		833
Foreign		-		(1)
Total deferred (benefit) expense:		(73)		870

Total income tax (benefit) expense	$	(68)	$	1,790

Schedule of reconciliation of Company's statutory income tax rate to the Company's effective income tax rate


		Year Ended December 31,			Year Ended December 31,
		2025			2024
		Amount	Percent		Amount	Percent

Loss before (benefit) provision for income taxes	$	(9,648)		$	(124,776)

Income at US statutory rate		(2,026)	21.0%		(26,158)	21.0%
State and local Income Taxes, net of federal benefit		(73)	0.8%		1,390	(1.1)%
Foreign Tax Effects:
Other foreign jurisdictions		(9)	0.1%		(187)	0.1%
Tax Credits:
Federal R&D Credits		(4,590)	47.6%		(3,632)	2.9%
Change in valuation allowance		7,121	(73.8)%		28,129	(22.5)%
Nontaxable or Nondeductible Items:
Section 162(m) compensation limitation		310	(3.2)%		358	(0.3)%
Contingent Consideration		(916)	9.5%		(285)	0.3%
Stock Compensation		19	(0.2)%		(102)	0.1%
Other		47	(0.4)%		1,243	(1.0)%
Other adjustments		49	(0.7)%		1,034	(1.0)%

Total (benefit) provision for income taxes	$	(68)	0.7%	$	$1,790	(1.5)%

Schedule of deferred income tax assets and liabilities


		Year Ended December 31,
	2025		2024
Deferred Tax Assets
Net operating loss carryforwards	$	108,835	$	61,112
Lease liability		12,796		15,826
Accrued expenses & other		20		9
Deferred revenue		-		32,298
Credits		23,454		18,869
Capitalized R&D expenses		50,812		67,475
Stock based compensation		8,258		8,119
Amortization		4,573		5,016
Total deferred tax assets		208,748		208,724
Valuation allowance		(197,809)		(192,229)
Net deferred tax assets		10,939		16,495
Deferred tax liability
Depreciation		(430)		(2,247)
Right-of-use asset		(4,741)		(8,393)
Intangible assets		(10,046)		(10,119)
Net unrealized losses		(23)		(110)
Total deferred tax liabilities		(15,240)		(20,869)
Net deferred tax liability	$	(4,301)	$	(4,374)

Schedule of income taxes paid (net of refunds received)


	Year Ended December 31,
	2025		2024

Federal	$	-	$	84
State		-		423
Foreign		-		-
Total income taxes paid	$	-	$	507


	Year Ended December 31,
	2025		2024

Pennsylvania	$	-	$	208
Pennsylvania Cities (Philadelphia)		-		190
New Jersey		-		25
Total state income taxes paid	$	-	$	423

Leases (Tables)

12 Months Ended

Dec. 31, 2025

Leases

Schedule of components of lease expenses


	For the		For the
	Year Ended		Year Ended
	December 31, 2025		December 31, 2024
Operating lease expense:
Fixed lease cost	$	6,743	$	6,791
Variable lease cost		2,726		2,598
Total operating lease expense	$	9,469	$	9,389

Schedule of Supplemental Balance Sheet Information related to leases


			As of			As of
			December 31,			December 31,
	Location in Balance Sheet		2025			2024

Operating lease right-of-use asset, net	Operating lease right-of-use assets		$	16,139		$	28,706
Operating lease liability, current	Accrued expenses and other liabilities		$	3,324		$	4,870
Operating lease liability, long-term	Operating lease liability, long-term			40,241			48,960
Total operating lease liability			$	43,565		$	53,830

Schedule of supplemental lease term and discount rate information related to leases


		As of December 31, 2025		As of December 31, 2024
Weighted-average remaining lease terms - operating leases		7 Years		7.4 Years
Weighted-average discount rate - operating leases		10.2	%	10.4	%

Schedule of supplemental cash flow information related to leases


		For the Year Ended			For the Year Ended
		December 31, 2025			December 31, 2024
Operating cash flows from operating leases		$	(4,978)		$	(3,365)

Schedule of Future minimum lease payments of operating leases


		Operating Leases
2026		$	7,340
2027			7,377
2028			7,565
2029			7,756
2030			7,953
Thereafter			25,955
Total lease payments			63,946
Less: Imputed interest			(20,381)
Total		$	43,565

Stock-based compensation - Stock-based compensation expense and by award type (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Stock-based compensation
Total stock-based compensation	$ 6,840	$ 12,688
Research and development
Stock-based compensation
Total stock-based compensation	4,457	7,648
General and administrative
Stock-based compensation
Total stock-based compensation	2,383	5,040
Stock options
Stock-based compensation
Total stock-based compensation	4,886	8,338
Restricted stock units
Stock-based compensation
Total stock-based compensation	1,826	3,953
Restricted stock awards
Stock-based compensation
Total stock-based compensation	41	180
Employee stock purchase plan
Stock-based compensation
Total stock-based compensation	$ 87	$ 217

Financial instruments and fair value measurements

12 Months Ended

Dec. 31, 2025

Financial instruments and fair value measurements

Financial instruments and fair value measurements

Note 4—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, 2025, by level within the fair value hierarchy:


		Level 1			Level 2			Level 3			Total
Assets:
Cash equivalents		$	58,030			—			—		$	58,030
U.S. Treasury			—			4,606			—			4,606
Corporate bonds			—			50,655			—			50,655
Total		$	58,030		$	55,261		$	—		$	113,291
Liabilities:
Contingent consideration			—			—			3,757			3,757
Total		$	—		$	—		$	3,757		$	3,757

The following table sets forth the Company’s assets that were measured at fair value as of December 31, 2024, by level within the fair value hierarchy:


		Level 1			Level 2			Level 3			Total
Cash equivalents		$	50,884			—			—		$	50,884
U.S. Treasury			—			29,994			—			29,994
Corporate bonds			—			131,675			—			131,675
Total		$	50,884		$	161,669		$	—		$	212,553
Liabilities:
Contingent consideration			—			—			8,738			8,738
Total		$	—		$	—		$	8,738		$	8,738

There were no transfers between levels during the years ended December 31, 2025 and 2024. The Company uses the services of its investment manager, which uses widely accepted models for assumptions in valuing securities with inputs from major third-party data providers.

The Company classifies all of its investments in fixed maturity debt securities as available-for-sale and, accordingly, are carried at estimated fair value.

The amortized cost, gross unrealized gains and losses, and fair value of investments in fixed maturity securities are as follows as of December 31, 2025:


					Gross			Gross
					Unrealized			Unrealized
		Amortized Cost			Gains			Losses			Fair Value
U.S. Treasury		$	4,604		$	2		$	(0)		$	4,606
Corporate bonds			50,578			83			(6)			50,655
Total		$	55,182		$	85		$	(6)		$	55,261

The amortized cost, gross unrealized gains and losses, and fair value of investments in fixed maturity securities are as follows as of December 31, 2024:


					Gross			Gross
					Unrealized			Unrealized
		Amortized Cost			Gains			Losses			Fair Value
U.S. Treasury		$	29,898		$	97		$	(1)		$	29,994
Corporate bonds			131,395			316			(36)			131,675
Total		$	161,293		$	413		$	(37)		$	161,669

The following table provides the maturities of the Company’s fixed maturity available-for-sale securities:


	December 31, 2025		December 31, 2024
Less than one year	$	55,261	$	130,851
One to five years		—		30,818
	$	55,261	$	161,669

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.

As of December 31, 2025 and December 31, 2024, the Company had 17 and 27 available-for-sale investment debt securities in an unrealized loss position without an allowance for credit losses, respectively. Unrealized losses on corporate debt have not been recognized into income because the issuers’ bonds are of high credit quality (rated BBB+ or higher) and the decline in fair value is largely due to market conditions and or changes in interest rates. Management does not intend to sell and it is likely that management will not be required to sell the securities prior to the anticipated recovery of their amortized cost basis. The issuers continue to make timely payments on the bonds. The fair value is expected to recover as the bond approaches maturity.

As of December 31, 2025 and December 31, 2024, accrued interest on available-for-sale investment debt securities totaling $393 and $1,254, respectively, is excluded from the estimate of credit losses and is included in prepaid expenses and other current assets.

The following is a roll forward of the components of the Company’s contingent consideration as of December 31,2025 (see Note 9 – Commitments and contingencies):


		Gadeta		Holdback Shares		Milestone		Total
Balance as of December 31, 2024	$	413		625	$	7,700	$	8,738
Changes in fair value		(413)		(178)		(3,943)		(4,534)
Issuance of common stock in connection with the acquisition of Clade		-		(447)				(447)
Balance as of December 31, 2025	$	-	$	-	$	3,757	$	3,757

The following is a roll forward of the components of the Company’s contingent consideration as of December 31,2024:


		Gadeta		Holdback Shares		Milestone		Total
Balance as of April 11, 2024	$	372	$	2,588	$	7,134	$	10,094
Changes in fair value		41		(1,963)		566		(1,356)
Balance as of December 31, 2024	$	413	$	625	$	7,700	$	8,738

The following table includes quantitative information about the significant unobservable inputs for the components of the Company’s contingent consideration liability as of December 31, 2024 and December 31, 2025.


		December 31, 2024		December 31, 2025
Gadeta Earnout:
Probability adjusted value of payment	$	1,060	$	-
Discount rate		12.4%		-
Discount period (years)		8.1		-

Holdback Shares
Closing stock price on valuation date	$	1.01	$	-
Discount for lack of marketability	$	(0.22)	$	-

Clade Milestone:
Probability adjusted value of payments	$	9,000	$	4,000
Discount rate		10.3%		11.2%
Discount period (years)		1.5		0.5

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Financial instruments and fair value measurements (Tables)

12 Months Ended

Dec. 31, 2025

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, 2025, by level within the fair value hierarchy:


		Level 1			Level 2			Level 3			Total
Assets:
Cash equivalents		$	58,030			—			—		$	58,030
U.S. Treasury			—			4,606			—			4,606
Corporate bonds			—			50,655			—			50,655
Total		$	58,030		$	55,261		$	—		$	113,291
Liabilities:
Contingent consideration			—			—			3,757			3,757
Total		$	—		$	—		$	3,757		$	3,757

The following table sets forth the Company’s assets that were measured at fair value as of December 31, 2024, by level within the fair value hierarchy:


		Level 1			Level 2			Level 3			Total
Cash equivalents		$	50,884			—			—		$	50,884
U.S. Treasury			—			29,994			—			29,994
Corporate bonds			—			131,675			—			131,675
Total		$	50,884		$	161,669		$	—		$	212,553
Liabilities:
Contingent consideration			—			—			8,738			8,738
Total		$	—		$	—		$	8,738		$	8,738

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, 2025:


					Gross			Gross
					Unrealized			Unrealized
		Amortized Cost			Gains			Losses			Fair Value
U.S. Treasury		$	4,604		$	2		$	(0)		$	4,606
Corporate bonds			50,578			83			(6)			50,655
Total		$	55,182		$	85		$	(6)		$	55,261

The amortized cost, gross unrealized gains and losses, and fair value of investments in fixed maturity securities are as follows as of December 31, 2024:


					Gross			Gross
					Unrealized			Unrealized
		Amortized Cost			Gains			Losses			Fair Value
U.S. Treasury		$	29,898		$	97		$	(1)		$	29,994
Corporate bonds			131,395			316			(36)			131,675
Total		$	161,293		$	413		$	(37)		$	161,669

Schedule of maturities of fixed maturity available-for-sale securities


	December 31, 2025		December 31, 2024
Less than one year	$	55,261	$	130,851
One to five years		—		30,818
	$	55,261	$	161,669

Schedule of contingent consideration liabilities


		Gadeta		Holdback Shares		Milestone		Total
Balance as of December 31, 2024	$	413		625	$	7,700	$	8,738
Changes in fair value		(413)		(178)		(3,943)		(4,534)
Issuance of common stock in connection with the acquisition of Clade		-		(447)				(447)
Balance as of December 31, 2025	$	-	$	-	$	3,757	$	3,757

The following is a roll forward of the components of the Company’s contingent consideration as of December 31,2024:


		Gadeta		Holdback Shares		Milestone		Total
Balance as of April 11, 2024	$	372	$	2,588	$	7,134	$	10,094
Changes in fair value		41		(1,963)		566		(1,356)
Balance as of December 31, 2024	$	413	$	625	$	7,700	$	8,738

Schedule of inputs in company's contingent consideration liabilities


		December 31, 2024		December 31, 2025
Gadeta Earnout:
Probability adjusted value of payment	$	1,060	$	-
Discount rate		12.4%		-
Discount period (years)		8.1		-

Holdback Shares
Closing stock price on valuation date	$	1.01	$	-
Discount for lack of marketability	$	(0.22)	$	-

Clade Milestone:
Probability adjusted value of payments	$	9,000	$	4,000
Discount rate		10.3%		11.2%
Discount period (years)		1.5		0.5

Organization and description of the business - Liquidity (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	Jan. 09, 2026	Jan. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
Organization and description of the business
Net Income (Loss)			$ (9,580)	$ (126,566)
Cash used in operations			103,876	$ 110,135
Amount of cash and cash equivalents on short and long term investments			$ 117,100
Net proceeds	$ 126,700
Subsequent Event
Organization and description of the business
Net proceeds		$ 126,700

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Business combination (Details) $ in Thousands			12 Months Ended
Business combination (Details) $ in Thousands	Oct. 15, 2025 shares	Apr. 11, 2024 USD ($) Program shares	Dec. 31, 2024 USD ($)	Dec. 31, 2025 USD ($)
Business Acquisition [Line Items]
Contingent consideration			$ 8,738	$ 3,757
Impairment of goodwill			4,327
Clade Therapeutics, Inc
Business Acquisition [Line Items]
Additional preclinical-stage programs \| Program		3
Shares of the stock consideration \| shares		3,741,646
Contingent consideration		$ 10,000
Shares of the stock consideration issued \| shares	784,128	784,128
Acquisition related costs			$ 895	$ 0
Clade Therapeutics, Inc \| Discount for marketability
Business Acquisition [Line Items]
Contingent consideration		$ 2,600
Clade Therapeutics, Inc \| Discount rate
Business Acquisition [Line Items]
Contingent consideration		$ 8,883
Contingent consideration (in percentage)			26.9

Summary of significant accounting policies and basis of presentation (Policies)

12 Months Ended

Dec. 31, 2025

Summary of significant accounting policies and basis of presentation

Basis of presentation

Basis of presentation

Use of estimates

Use of estimates

Concentration of credit risk and other risks and uncertainties

Concentration of credit risk and other risks and uncertainties

Fair value of financial instruments

Fair value of financial instruments

Level 1Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

Level 2Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active;

Level 3Inputs are unobservable in which there is little or no market data available, which require the reporting entity to develop its own assumptions that are unobservable.

Cash and cash equivalents

Cash and cash equivalents

Management considers all highly liquid investments of three months or less to be cash equivalents.

Restricted cash

Restricted cash


		December 31, 2025			December 31, 2024
Cash and cash equivalents		$	61,853		$	58,441
Restricted cash			2,359			2,772
Restricted cash included in prepaid and other current assets			799			—
Cash, cash equivalents, and restricted cash		$	65,011		$	61,213

Investments

Investments

Property and equipment, net

Property and equipment, net

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.

Research and development expenses

Research and development expenses

Stock-based compensation

Stock-based compensation

Warrants

Warrants

Foreign currency translation

Foreign currency translation

Basic and diluted net loss per common share

Basic and diluted net loss per common share

Early exercised options


	December 31, 2025	December 31, 2024
Total shares legally outstanding	87,519,096	85,872,571
Less: unvested early exercised shares	—	(11,321)
Less: unvested restricted stock awards (Note 13)	—	(24,821)
Total shares issued and outstanding	87,519,096	85,836,429

Income Taxes

Income Taxes

Collaboration revenue

Collaboration revenue

Acquisition-Related Contingent Consideration

Business Combinations

Business Combinations

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Recent accounting pronouncements

Leases - Supplemental cash flow information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Supplemental cash flow information
Operating cash flows from operating leases	$ (4,978)	$ (3,365)

Income taxes - Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended		24 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2025
Income taxes
Loss before (benefit) provision for income taxes	$ (9,648)	$ (124,776)
Amount
Income at US statutory rate	(2,026)	(26,158)
State and local Income Taxes, net of federal benefit	(73)	1,390
Foreign Tax Effects, other foreign jurisdictions	(9)	(187)
Federal R&D Credits	(4,590)	(3,632)
Change in valuation allowance	7,121	28,129
Section 162(m) compensation limitation	310	358
Contingent Consideration	(916)	(285)
Stock Compensation	19	(102)
Other	47	1,243
Total income tax benefit (expense)	$ (68)	$ 1,790
Tax Jurisdiction of Domicile [Extensible Enumeration]			US
Reconciliation of the Company's statutory income tax rate to the Company's effective income tax rate
Income at US statutory rate	21.00%	21.00%
State and local Income Taxes, net of federal benefit	0.80%	(1.10%)
Foreign tax effects, other foreign jurisdictions	0.10%	0.10%
Federal R&D Credits	47.60%	2.90%
Change in valuation allowance	(73.80%)	(22.50%)
Section 162(m) compensation limitation	(3.20%)	(0.30%)
Contingent Consideration	9.50%	0.30%
Stock Compensation	(0.20%)	0.10%
Other	(0.40%)	(1.00%)
Total (benefit) provision for income taxes, Percentage	0.70%	(1.50%)
Effective Income Tax Rate Reconciliation, State and Local Jurisdiction, Contribution Greater than 50 Percent, Tax Effect [Extensible Enumeration]			stpr:PA

Subsequent Events

12 Months Ended

Dec. 31, 2025

Subsequent Events

Subsequent Events

Note 18 – Subsequent Events

Private Placement Offering

On January 7, 2026, the Company entered into a securities purchase agreement with certain institutional accredited investors (the “Investors”), pursuant to which the Company issued and sold to the Investors in a private placement (a) (i) 92,030,595 shares (the “Shares”) of common stock, (ii) pre-funded warrants to purchase 25,360,704 shares of common stock (“Pre-Funded Warrants”) and (b) warrants to purchase 58,695,648 shares of common stock or Pre-Funded Warrants in lieu thereof (“Common Warrants”, together with the Pre-Funded Warrants, the “Warrants”) at a purchase price of $1.15 per share and accompanying Common Warrant to purchase 0.5 shares of common stock or Pre-Funded Warrant and a purchase price of $1.1499 per Pre-Funded Warrant and accompanying Common Warrant to purchase 0.5 shares of common stock or Pre-Funded Warrant (the “Private Placement”).

The Private Placement closed on January 9, 2026. The net proceeds received by the Company was approximately $126,700. The Company intends to use the net proceeds from the Private Placement to fund development of its lead product candidate, CNTY-813, and for working capital and other general corporate purposes.

Stock-based compensation (Tables)

12 Months Ended

Dec. 31, 2025

Stock-based compensation

Schedule of reserved shares of common stock


		Shares
Options and RSUs issued and outstanding		9,105,976
Shares available for future stock option and RSU grants		4,175,446
Shares available for employee stock purchase plan		639,745
Total		13,921,167

Schedule of common stock available under 2021 Incentive Plan


		Shares
Balance December 31, 2024		3,691,145
Shares reserved for issuance		4,291,821
Options granted		(2,048,425)
RSU’s granted		(5,746,540)
Options and RSUs forfeited / cancelled		3,987,445
Balance December 31, 2025		4,175,446

Schedule of stock option activity


		Weighted Average
				Remaining		Aggregate
				Contractual		Intrinsic
				Term		Value
	Shares	Exercise Price		(years)		(in thousands)
Outstanding January 1, 2025	9,520,748		5.62	4.14	$	75
Granted	2,048,425		0.60	—		811
Exercised	(73,694)		0.21	—		58
Forfeited	(1,871,266)		3.36	—		162
Cancelled	(518,237)		8.37	—		17
Outstanding, December 31, 2025	9,105,976	$	4.30	5.75	$	649
Exercisable at December 31, 2025	6,132,756	$	6.57	4.30	$	—

Schedule of weighted-average assumptions


	December 31, 2025		December 31, 2024
Expected dividend rate	—		—
Expected option term (years)	6.03		6.02
Expected volatility	79.28	%	78.84	%
Risk-free interest rate	3.96	%	4.29	%

Schedule of Stock-based compensation expense recorded under ASC 718


	Year Ended		Year Ended
	December 31,		December 31,
	2025		2024
Research and development	$	4,457	$	7,648
General and administrative		2,383		5,040
Total stock-based compensation	$	6,840	$	12,688

Schedule of stock-based compensation expense and by award type


	Year Ended		Year Ended
	December 31,		December 31,
	2025		2024
Stock options		4,886	$	8,338
Restricted stock units		1,826		3,953
Restricted stock awards		41		180
Employee stock purchase plan		87		217
Total stock-based compensation	$	6,840	$	12,688

Restricted stock units

Stock-based compensation

Schedule of restricted stock activity


			Weighted Average
		Shares	Grant Date Fair Value
Total Unvested December 31, 2024		2,077,582		2.55
Granted		5,746,540		0.57
Forfeited		(1,597,942)		1.38
Vested		(580,223)		2.76
Total Unvested December 31, 2025		5,645,957	$	0.85

Restricted stock awards

Stock-based compensation

Schedule of restricted stock activity


				Weighted Average
		Shares		Grant Date Fair Value
Total Unvested December 31, 2024		24,821		$	7.27
Granted		—			—
Forfeited		—			—
Vested		(24,821)			7.27
Total Unvested December 31, 2025		—		$	—

Income taxes - Income (loss) before provision for income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income taxes
Domestic	$ (9,692)	$ (124,781)
Foreign	44	5
Loss before provision for income taxes	$ (9,648)	$ (124,776)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

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+ Details

Financial instruments and fair value measurements - Investments in fixed maturity securities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Financial instruments and fair value measurements
Amortized Cost	$ 55,182	$ 161,293
Gross Unrealized Gains	85	413
Gross Unrealized Losses	(6)	(37)
Fair Value	55,261	161,669
U.S. Treasury
Financial instruments and fair value measurements
Amortized Cost	4,604	29,898
Gross Unrealized Gains	2	97
Gross Unrealized Losses	0	(1)
Fair Value	4,606	29,994
Corporate bonds
Financial instruments and fair value measurements
Amortized Cost	50,578	131,395
Gross Unrealized Gains	83	316
Gross Unrealized Losses	(6)	(36)
Fair Value	$ 50,655	$ 131,675

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income taxes

12 Months Ended

Dec. 31, 2025

Income taxes

Income taxes

Note 11—Income taxes

The components of net income (loss) before income tax expense are as follows:


		Year Ended December 31,
	2025		2024
Domestic	$	(9,692)	$	(124,781)
Foreign		44		5
Loss before provision for income taxes	$	(9,648)	$	(124,776)

The components of the (benefit) provision for income taxes are as follows:


		Year Ended December 31,
	2025		2024
Current expense:
Federal	$	-	$	400
State		-		705
Foreign		5		(185)
Total current expense:		5		920

Deferred (benefit) expense:
Federal		-		38
State		(73)		833
Foreign		-		(1)
Total deferred (benefit) expense:		(73)		870

Total income tax (benefit) expense	$	(68)	$	1,790

The reconciliation of the Company's statutory tax rate and effective tax rate is as follows:


		Year Ended December 31,			Year Ended December 31,
		2025			2024
		Amount	Percent		Amount	Percent

Loss before (benefit) provision for income taxes	$	(9,648)		$	(124,776)

Income at US statutory rate		(2,026)	21.0%		(26,158)	21.0%
State and local Income Taxes, net of federal benefit		(73)	0.8%		1,390	(1.1)%
Foreign Tax Effects:
Other foreign jurisdictions		(9)	0.1%		(187)	0.1%
Tax Credits:
Federal R&D Credits		(4,590)	47.6%		(3,632)	2.9%
Change in valuation allowance		7,121	(73.8)%		28,129	(22.5)%
Nontaxable or Nondeductible Items:
Section 162(m) compensation limitation		310	(3.2)%		358	(0.3)%
Contingent Consideration		(916)	9.5%		(285)	0.3%
Stock Compensation		19	(0.2)%		(102)	0.1%
Other		47	(0.4)%		1,243	(1.0)%
Other adjustments		49	(0.7)%		1,034	(1.0)%

Total (benefit) provision for income taxes	$	(68)	0.7%	$	$1,790	(1.5)%

The Company's effective tax rate includes the effects of state and local income taxes, net of the federal income tax benefit, which are primarily attributable to Pennsylvania, where the Company has significant business activities. Pennsylvania has higher effective tax rates compared to other jurisdictions where the Company operates, accounts for more than half of the Company's total state tax expense.

The components of the Company's deferred tax assets and liabilities are as follows:


		Year Ended December 31,
	2025		2024
Deferred Tax Assets
Net operating loss carryforwards	$	108,835	$	61,112
Lease liability		12,796		15,826
Accrued expenses & other		20		9
Deferred revenue		-		32,298
Credits		23,454		18,869
Capitalized R&D expenses		50,812		67,475
Stock based compensation		8,258		8,119
Amortization		4,573		5,016
Total deferred tax assets		208,748		208,724
Valuation allowance		(197,809)		(192,229)
Net deferred tax assets		10,939		16,495
Deferred tax liability
Depreciation		(430)		(2,247)
Right-of-use asset		(4,741)		(8,393)
Intangible assets		(10,046)		(10,119)
Net unrealized losses		(23)		(110)
Total deferred tax liabilities		(15,240)		(20,869)
Net deferred tax liability	$	(4,301)	$	(4,374)

As of December 31, 2025, the Company had $348,768 of U.S. federal net operating loss carryforwards, which have an unlimited carryforward period. As of December 31, 2025, the Company had $273,398 of state net operating loss carryforwards, that begin to expire at various dates starting 2040. As of December 31, 2025, the Company had $196,623 thousand of city net operating loss carryforwards, that begin to expire at various dates starting 2042. As of December 31, 2025, the Company had $58,695 of Netherlands net operating loss carryforwards, that have an unlimited carryforward period.

As of December 31, 2025, the Company had $21.9 million of U.S. federal research and development tax credits that begin to expire in 2040. As of December 31, 2025, the Company had $2.0 million of state research and development tax credits that begin to expire at various dates from 2036 through 2038.

The future realization of the tax benefits from existing temporary differences and tax attributes ultimately depends on the existence of sufficient taxable income. The Company assesses the realizability of its deferred tax assets at each balance sheet date. In assessing the realization of its deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company considers the projected future taxable income, expected reversal of existing deferred tax liabilities, and tax planning strategies in making this assessment. After consideration of all available evidence, both positive and negative, the Company determined that it is not more likely than not that its net deferred tax assets will be realized in the foreseeable future. As a result, the Company increased its valuation allowance by $5.6 million as of December 31, 2025.

The Company does not provide for U.S. Federal, state, and applicable foreign income and withholding taxes on the financial reporting basis over the tax basis of its foreign subsidiary investment because the Company has the intentations and ability to indefinitely reinvest the undistributed earnings of its foreign subsidiaries. As a result, deferred taxes have not been recorded for the outside basis differences in its foreign subsidiary as of December 31, 2025 to the extent such differences are expected to result in future taxable income upon repatriation. The Company reviews its ability and intentions to indefinitely reinvest its foreign earnings at each balance sheet.

The future realization of the Company's net operating loss carryforwards and other tax attributes may also be limited by the change in ownership rules under the U.S. Internal Revenue Code Section 382. Under Section 382, if a corporation undergoes an ownership change (as defined), the corporation’s ability to utilize its net operating loss carryforwards and other tax attributes to offset 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.

The Company records uncertain tax positions as liabilities in accordance with ASC 740-10 and adjusts these liabilities when judgment changes as a result of the evaluation of new information not previously available. Since there is complexity in some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the 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. The calculation and assessment of the Company's income tax exposures generally involves the uncertainties in the application of complex tax laws and regulations for federal, state, and foreign jurisdictions. 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 local tax examination including resolutions of any related appeals or litigation on the basis of the technical merits.

The Company files income tax returns in the US and Netherlands which are the Company's major jurisdictions where it is subject to tax examination by local tax authorities. The Company is not currently under examination for income taxes, and is not aware of any issues under review that could result in significant payments, accruals or material deviation from its tax positions. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by local tax authorities to the extent utilized in a future period. The statute of limitations for the Company has expired for tax years prior to 2022.

As of December 31, 2025, the Company has not recorded an unrecognized tax benefit liability . As of December 31, 2025, the Company also has not recorded any accrued interest and/or penalties. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in the provision for income taxes.

The following summarizes the Company's income taxes paid (net of refunds received) for the years presented below:


	Year Ended December 31,
	2025		2024

Federal	$	-	$	84
State		-		423
Foreign		-		-
Total income taxes paid	$	-	$	507

The following summarizes the jurisdictions that exceeded 5% of the Company's total income taxes paid (net of refunds) for the years presented below


	Year Ended December 31,
	2025		2024

Pennsylvania	$	-	$	208
Pennsylvania Cities (Philadelphia)		-		190
New Jersey		-		25
Total state income taxes paid	$	-	$	423

- Definition

The entire disclosure for income tax.

+ References

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-Topic 942
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-Name Accounting Standards Codification
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+ Details

Summary of significant accounting policies and basis of presentation - Early exercised options (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
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	$ 0	$ 82
Total shares legally outstanding	87,519,096	85,872,571
Less: unvested early exercised shares		(11,321)
Less: unvested restricted stock awards (Note 13)		(24,821)
Total shares issued and outstanding	87,519,096	85,836,429

Leases - Components of lease expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Operating lease expense:
Fixed lease cost	$ 6,743	$ 6,791
Variable lease cost	2,726	2,598
Total operating lease expense	$ 9,469	$ 9,389

Prepaid expenses and other current assets - Summary of prepaid expenses and other current assets (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Prepaid expenses and other current assets.
Research and development	$ 297	$ 340
Insurance	520	524
Software licenses and other	937	860
Prepaid clinical trial		1,009
Income tax receivable	274	266
Warranties	127	506
Accrued interest receivable	393	1,254
Restricted cash	799
Security Deposit	308
Total prepaid expenses and other current assets	$ 3,655	$ 4,759

Commitments and contingencies (Details) - USD ($) $ in Thousands			12 Months Ended
	Oct. 15, 2025	Apr. 11, 2024	Dec. 31, 2025	Dec. 31, 2024	Mar. 31, 2020	Jul. 24, 2019
Clade Therapeutics, Inc
Commitments and contingencies
Number of shares held back		793,687
Milestone payments		$ 10,000
Number of holdback shares issued	784,128	784,128
Percentage of aggregate consideration		10.00%
Total payment to shareholders upon occurrence of event			$ 20,000
Distributed Bio Master Service Agreement
Commitments and contingencies
Milestone payments						$ 16,100
Milestone payments due			0
Research and development			0	$ 65
Distributed Bio Master Service Agreement \| Accounts payable current
Commitments and contingencies
Accrued expenses			0
Distributed Bio Master Service Agreement \| Accrued expenses and other liabilities
Commitments and contingencies
Accrued expenses				$ 65
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

Financial instruments and fair value measurements - Contingent consideration (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2025
Financial instruments and fair value measurements
Beginning balance	$ 10,094	$ 8,738
Changes in fair value	(1,356)	(4,534)
Issuance of common stock in connection with the acquisition of Clade		(447)
Ending balance	8,738	3,757
Gadeta Earnout
Financial instruments and fair value measurements
Beginning balance	372	413
Changes in fair value	41	(413)
Ending balance	413
Holdback Shares
Financial instruments and fair value measurements
Beginning balance	2,588	625
Changes in fair value	(1,963)	(178)
Issuance of common stock in connection with the acquisition of Clade		(447)
Ending balance	625
Clade Milestone
Financial instruments and fair value measurements
Beginning balance	7,134	7,700
Changes in fair value	566	(3,943)
Ending balance	$ 7,700	$ 3,757

- Definition

Fair value of financial obligations, including, but not limited to, debt instruments, derivative liabilities, federal funds purchased and sold under agreements to repurchase, securities loaned or sold under agreements to repurchase, financial instruments sold not yet purchased, guarantees, line of credit, loans and notes payable, servicing liability, and trading liabilities.

+ References + Details

Leases

12 Months Ended

Dec. 31, 2025

Leases

Leases

Note 10—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 $403 and $403 within security deposits and noncurrent assets in its consolidated balance sheets at December 31, 2025 and 2024, respectively. In September 2025, the Company executed a series of lease modifications with the same landlord that resulted in the early termination of its leases in Seattle, WA (“Seattle”) and Boston, MA (“Boston”). Concurrently, the Company entered into a new lease agreement in Watertown, MA (“Watertown”), set to begin upon the termination of the existing Boston lease. The Seattle lease is terminated on December 31, 2025, while the Boston lease is terminated on January 27, 2026, aligning with the commencement date of the new Watertown lease. As a result of the these lease modifications, the Company recorded a reduction of its right-of-use assets of $6,455 and lease liabilities totaling $7,850, which resulted in the recognition of a gain of $1,395 related to the Seattle lease which had previously been impaired.

The Company’s leases have initial lease terms ranging from 5 to 16 years. Certain lease agreements contain provisions for future rent increases. Variable lease costs generally include common area maintenance and real estate taxes.

Following the reduction in force (“RIF”) that occurred in July 2025, the Company is planning to sublease part of its Philadelphia, PA headquarters location. The Company evaluated the right-of-use asset for impairment as a result of this change in strategy and recorded an impairment charge of $6,763 during the thirst quiarter of 2025.

The following table reflects the components of lease expense:


	For the		For the
	Year Ended		Year Ended
	December 31, 2025		December 31, 2024
Operating lease expense:
Fixed lease cost	$	6,743	$	6,791
Variable lease cost		2,726		2,598
Total operating lease expense	$	9,469	$	9,389

The following table reflects supplemental balance sheet information related to leases:


			As of			As of
			December 31,			December 31,
	Location in Balance Sheet		2025			2024

Operating lease right-of-use asset, net	Operating lease right-of-use assets		$	16,139		$	28,706
Operating lease liability, current	Accrued expenses and other liabilities		$	3,324		$	4,870
Operating lease liability, long-term	Operating lease liability, long-term			40,241			48,960
Total operating lease liability			$	43,565		$	53,830

The following table reflects supplement lease term and discount rate information related to leases:


		As of December 31, 2025		As of December 31, 2024
Weighted-average remaining lease terms - operating leases		7 Years		7.4 Years
Weighted-average discount rate - operating leases		10.2	%	10.4	%


		For the Year Ended			For the Year Ended
		December 31, 2025			December 31, 2024
Operating cash flows from operating leases		$	(4,978)		$	(3,365)

The following table reflects future minimum lease payments under noncancelable leases as of December 31, 2025:


		Operating Leases
2026		$	7,340
2027			7,377
2028			7,565
2029			7,756
2030			7,953
Thereafter			25,955
Total lease payments			63,946
Less: Imputed interest			(20,381)
Total		$	43,565

The new Watertown lease commenced on January 27, 2026 and the future minimum lease payments under that arrangement are approximately $7,229.

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2025	Feb. 28, 2026	Jun. 30, 2025
Document and Entity Information [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2025
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, Address Line One	25 N 38th Street, 11th Floor
Entity Address, City or Town	Philadelphia
Entity Address State Or Province	PA
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
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 212,506,473
Entity Common Stock, Shares Outstanding		179,722,750
DOCUMENTS INCORPORATED BY REFERENCE	Part III of this Annual Report on Form 10-K incorporates certain information by reference from the registrant’s definitive proxy statement for the 2025 annual meeting of shareholders to be filed no later than 120 days after the end of the registrant’s fiscal year ended December 31, 2025.
Auditor Firm ID	42
Auditor Name	Ernst & Young LLP
Auditor Location	Philadelphia, Pennsylvania
Entity Central Index Key	0001850119
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Amendment Flag	false

Financial instruments and fair value measurements - Transfers between levels (Details) $ in Thousands	24 Months Ended
	Dec. 31, 2025 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
Transfer of assets from or to level 3	0
Transfer of liabilities from level 1 to level 2	0
Transfer of liabilities from level 2 to level 1	0
Transfer of liabilities from or to level 3	$ 0

Defined contribution plan

12 Months Ended

Dec. 31, 2025

Defined contribution plan

Defined contribution plan

Note 13—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 $1,006 and $1,130 for the year ended December 31, 2025 and 2024 respectively. Such contribution expense has been recognized in the consolidated statement of operations for each period.

Common Stock (Details) - USD ($) $ in Thousands		12 Months Ended
Common Stock (Details) - USD ($) $ in Thousands	Jan. 09, 2026	Dec. 31, 2025	Dec. 31, 2024
Common Stock
Proceeds from issuance of common stock and ESPP		$ 173	$ 141
Common stock issued and sold		87,519,096	85,836,429
Proceeds from ATM, net of issuance costs	$ 126,700
Sales Agreement
Common Stock
Common stock issued and sold		0	4,084,502
Proceeds from ATM, net of issuance costs			$ 17,829
Amount of commissions			$ 551
Sales Agreement \| Maximum
Common Stock
Proceeds from issuance of common stock and ESPP		$ 150,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Financial instruments and fair value measurements - Maturities of fixed maturity available-for-sale securities (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($) item	Dec. 31, 2024 USD ($) item
Financial instruments and fair value measurements
Less than one year	$ 55,261	$ 130,851
One to five years		30,818
Debt securities	$ 55,261	$ 161,669
Number of available-for-sale investment debt securities \| item	17	27
Amount of accrued interest receivable on available-for-sale investment debt securities	$ 393	$ 1,254

Segment Reporting

12 Months Ended

Dec. 31, 2025

Segment Reporting

Segment Reporting

Note 17 – Segment Reporting

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 (“CODM”) in making decisions on how to allocate resources and assess performance. The Company views its operations and manages the business as one operating segment. The Company’s CODM is its Chief Executive Officer. The CODM uses research and development expenses, general and administrative expenses, and net loss as measures of profit or loss to assess performance and allocate resources, all of which are presented on the face of the financial statements. The CODM also uses a further breakdown of research and development expenses to assess performance and allocate resources as presented below:


	Year Ended		Year Ended
	December 31, 2025		December 31, 2024
Collaboration revenue	$	109,164	$	6,589
Less cost and expense:
Research and development
Personnel and related costs	$	33,139	$	42,398
Facility and other allocated costs		22,118		22,485
Research and laboratory		36,371		30,655
Other research and development		4,039		11,706
General and administrative		24,003		33,155
Other segment expense/(income)		(926)		(7,244)
Net loss	$	(9,580)	$	(126,566)

Other segment expense/(income) includes in-process research and development, impairment of long-lived assets, impairment of goodwill, interest expense, interest income, other income (expense), and provision for income taxes.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Summary of significant accounting policies and basis of presentation - Restricted cash (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Summary of significant accounting policies and basis of presentation
Restricted cash in cash on deposit to secure certain lease commitments	$ 3,158	$ 2,772
Cash and cash equivalents	61,853	58,441
Restricted cash	2,359	2,772
Restricted cash included in prepaid and other current assets	799
Cash, cash equivalents, and restricted cash	$ 65,011	$ 61,213	$ 49,303

Summary of significant accounting policies and basis of presentation - Intangible Assets (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($)
Summary of significant accounting policies and basis of presentation
Impairment of indefinite-lived intangibles	$ 0

Stock-based compensation

12 Months Ended

Dec. 31, 2025

Stock-based compensation

Stock-based compensation

Note 14—Stock-based compensation

On June 17, 2021, the Company adopted the Century Therapeutics, Inc. 2021 Equity Incentive Plan (the “2021 Incentive Plan”) which superseded the 2018 Incentive Plan and from that date forward all issuances of incentive awards will be governed by the 2021 Incentive Plan.

The 2021 Incentive Plan provides for the Company to sell or issue common stock or restricted common stock, restricted stock units (“RSUs”), 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 2021 Incentive Plan, options may be granted at an exercise price not less than fair market value.

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 number of shares of common stock initially reserved for issuance under the 2021 Incentive Plan shall be increased, upon approval by the board of directors, on January 1, 2022 and each January 1 thereafter, in an amount equal to the least of, (i) five percent (5%) of the outstanding common stock on the immediately preceding December 31, or (ii) such number of common stock determined by the board of directors no later than the immediately preceding December 31. For 2024, the 2021 Incentive Plan reserved shares were increased under clause (i) by 3,025,220 shares, effective as of January 1, 2024. As of December 31, 2024, there were 3,691,145 shares available for issuance under the 2021 Incentive Plan. For 2025, the 2021 Incentive Plan reserved shares were increased under clause (i) by 4,291,821 shares, effective as of January 1, 2025. As of December 31, 2025, there were 4,175,446 shares available for issuance under the 2021 Incentive Plan.

The Company’s stock-based awards are subject to service-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. The Company may also issue awards with performance-based vesting conditions. For performance-based awards, the Company would reassess at each reporting date whether achievement of the performance condition is probable and accrue compensation expense if and when the achievement of the performance condition is probable. During the quarter ended September 30, 2025, the Company issued performance-based RSUs that represent a contingent right to receive one share of the Company’s common stock. The RSUs shall vest 50% on October 1, 2026, with the remaining 50% vesting upon the earlier of: (i) October 1, 2027; and (ii) satisfaction of certain performance criteria.

The Company recognizes the costs of the stock-based payments as the employees vest in the awards.

As of December 31, 2025, the Company had reserved shares of common stock for issuance as follows:


		Shares
Options and RSUs issued and outstanding		9,105,976
Shares available for future stock option and RSU grants		4,175,446
Shares available for employee stock purchase plan		639,745
Total		13,921,167

The shares of Common Stock available under the 2021 Incentive Plan as of December 31, 2024 are as follows:


		Shares
Balance December 31, 2024		3,691,145
Shares reserved for issuance		4,291,821
Options granted		(2,048,425)
RSU’s granted		(5,746,540)
Options and RSUs forfeited / cancelled		3,987,445
Balance December 31, 2025		4,175,446

Stock Options

The following table summarizes stock option activity for the year ended December 31, 2025:


		Weighted Average
				Remaining		Aggregate
				Contractual		Intrinsic
				Term		Value
	Shares	Exercise Price		(years)		(in thousands)
Outstanding January 1, 2025	9,520,748		5.62	4.14	$	75
Granted	2,048,425		0.60	—		811
Exercised	(73,694)		0.21	—		58
Forfeited	(1,871,266)		3.36	—		162
Cancelled	(518,237)		8.37	—		17
Outstanding, December 31, 2025	9,105,976	$	4.30	5.75	$	649
Exercisable at December 31, 2025	6,132,756	$	6.57	4.30	$	—

The weighted average grant date fair value of awards for options granted during the period ended December 31, 2025 was $0.42 As of December 31, 2025, there was $3,443 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 2.08 years. The aggregate intrinsic value of options vested and exercisable as of December 31, 2025 and 2024 is calculated based on the difference between the exercise price and the fair value of our common stock. The intrinsic value of options exercised in 2025 and 2024 was $32 and $923, respectively.

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. Starting in June of 2023 the Company had sufficient historical information regarding stock trading history, and started to use the Company’s own stock volatility. 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 expected term of the option are based on the U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The Company will account for actual forfeitures as they occur.

The weighted-average assumptions used to calculate the fair value of stock options granted are as follows:


	December 31, 2025		December 31, 2024
Expected dividend rate	—		—
Expected option term (years)	6.03		6.02
Expected volatility	79.28	%	78.84	%
Risk-free interest rate	3.96	%	4.29	%

Restricted Stock Units

The following table summarizes restricted stock activity for the year ended December 31, 2025:


			Weighted Average
		Shares	Grant Date Fair Value
Total Unvested December 31, 2024		2,077,582		2.55
Granted		5,746,540		0.57
Forfeited		(1,597,942)		1.38
Vested		(580,223)		2.76
Total Unvested December 31, 2025		5,645,957	$	0.85

As of December 31, 2025, there was $3,784 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 2.23 years.

Restricted Stock Awards

The following table summarizes restricted stock activity as of December 31, 2025:


				Weighted Average
		Shares		Grant Date Fair Value
Total Unvested December 31, 2024		24,821		$	7.27
Granted		—			—
Forfeited		—			—
Vested		(24,821)			7.27
Total Unvested December 31, 2025		—		$	—

As of December 31, 2025, there was no unrecognized compensation expense related to the unvested restricted stock with time-based vesting terms. All restricted stock vests over a four-year period.

Stock-based compensation expense recorded under ASC 718 related to stock options granted and common stock issued under the 2021 Employee Stock Purchase Plan were allocated to research and development and general and administrative expense as follows:


	Year Ended		Year Ended
	December 31,		December 31,
	2025		2024
Research and development	$	4,457	$	7,648
General and administrative		2,383		5,040
Total stock-based compensation	$	6,840	$	12,688

Stock-based compensation expense by award type included within the condensed consolidated statements of operations is as follows:


	Year Ended		Year Ended
	December 31,		December 31,
	2025		2024
Stock options		4,886	$	8,338
Restricted stock units		1,826		3,953
Restricted stock awards		41		180
Employee stock purchase plan		87		217
Total stock-based compensation	$	6,840	$	12,688

Pursuant to certain stock purchase agreements containing vesting and other provisions, the Company has the right to repurchase unvested shares.

Early-Exercise of Unvested Equity Awards

Certain equity award holders early exercised unvested equity awards. The cash received upon early exercise of options of $0 and $82 was recorded as a deposit liability on the Company’s balance sheet as of December 31, 2025 and 2024, respectively.

Employee Stock Purchase Plan

The Employee Stock Purchase Plan was adopted by the board of directors in May 2021, a total of 564,071 shares of common stock were initially reserved for issuance under this plan, which shall be increased, upon approval of the board of directors, on January 1, 2022 and each January 1 thereafter, to the lesser of (i) on percent (1%) of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, or (ii) an amount determined by the board of directors no later than the last day of the immediately preceding fiscal year. For 2022, the ESPP reserved shares were increased under the clause (i) by 550,055 shares, effective as of January 1, 2022. For 2023 and 2024, and 2025 the board waived the annual increase to the shares reserved under the ESPP. As of December 31, 2025, there were 639,745 shares available for issuance, under the ESPP.

Business combination (Tables)

12 Months Ended

Dec. 31, 2025

Business combination

Summary of provisional fair values of the assets acquired and liabilities assumed at the date of the acquisition


Consideration transferred:
Cash consideration	$	14,854
Fair value of common stock (3,741,646 at closing price of $4.05)		15,154
Contingent consideration		9,722
Total consideration transferred	$	39,730

Assets acquired:
Cash and restricted cash	$	5,246
Prepaid expenses and other assets		400
Property and equipment		2,652
Right-of-use operating lease		8,065
In-process research and development ("IPR&D")		34,200
Goodwill		4,327
Total assets acquired	$	54,890

Liabilities assumed:
Accounts payable	$	868
Accrued expenses and other current liabilities		2,352
Lease liabilities - operating lease		8,065
Contingent consideration		372
Deferred tax liability		3,503
Total liabilities assumed	$	15,160

Net assets acquired	$	39,730

- Definition

Tabular disclosure of business combination. Includes, but is not limited to, recognized asset and liability.

+ References + Details

Property and equipment, net

12 Months Ended

Dec. 31, 2025

Property and equipment, net

Property and equipment, net

Note 6—Property and equipment, net

The following is a summary of property and equipment, net:


		December 31, 2025			December 31, 2024
Lab equipment		$	32,695		$	32,385
Leasehold improvements			61,647			61,577
Construction in progress			105			97
Computer software and equipment			2,958			2,919
Furniture and fixtures			1,221			1,221
Total			98,626			98,199
Less: Accumulated depreciation			(48,600)			(36,058)
Property and equipment, net		$	50,026		$	62,141

Depreciation expense was $13,101 and $13,304 for the years ended December 31, 2025 and 2024, respectively.

Income taxes - Components of the provision for income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Current expense:
Federal		$ 400
State		705
Foreign	$ 5	(185)
Total current expense:	5	920
Deferred benefit (expense):
Federal		38
State	(73)	833
Foreign		(1)
Total deferred benefit (expense):	(73)	870
Total income tax benefit (expense)	$ (68)	$ 1,790

Segment Reporting (Details)	12 Months Ended
Segment Reporting (Details)	Dec. 31, 2025 segment
Segment Reporting
Number of Operating Segments	1
Number of reportable segment not disclosed	true

Financial instruments and fair value measurements - Inputs In Contingent consideration (Details) $ in Thousands	Dec. 31, 2025 USD ($) Y	Dec. 31, 2024 USD ($) $ / shares Y
Probability adjusted value of payments \| Gadeta Earnout
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration liability, Measurement input \| $		1,060
Probability adjusted value of payments \| Clade Milestone
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration liability, Measurement input \| $	4,000	9,000
Discount rate \| Gadeta Earnout
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration liability, Measurement input		0.124
Discount rate \| Clade Milestone
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration liability, Measurement input	0.112	0.103
Discount period (years) \| Gadeta Earnout
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration liability, Measurement input \| Y		8.1
Discount period (years) \| Clade Milestone
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration liability, Measurement input \| Y	0.5	1.5
Closing stock price on valuation date \| Holdback Shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration liability, Measurement input \| $ / shares		1.01
Discount for lack of marketability \| Holdback Shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration liability, Measurement input \| $ / shares		(0.22)

Income taxes - Net deferred income tax asset (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Deferred Tax Assets
Net operating loss carryforwards	$ 108,835	$ 61,112
Lease Liability	12,796	15,826
Accrued expenses & other	20	9
Deferred revenue		32,298
Credits	23,454	18,869
Capitalized R&D expenses	50,812	67,475
Stock based compensation	8,258	8,119
Amortization	4,573	5,016
Total deferred tax assets	208,748	208,724
Valuation allowance	(197,809)	(192,229)
Net deferred tax assets	10,939	16,495
Deferred Tax Liability
Depreciation	(430)	(2,247)
Right-of-use asset	(4,741)	(8,393)
Intangible assets	(10,046)	(10,119)
Net unrealized losses	(23)	(110)
Total deferred tax liabilities	(15,240)	(20,869)
Net deferred tax liability	$ (4,301)	$ (4,374)

Property and equipment, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Property and equipment, net
Total	$ 98,626	$ 98,199
Less: Accumulated depreciation	(48,600)	(36,058)
Property and equipment, net	50,026	62,141
Depreciation	13,101	13,304
Lab equipment
Property and equipment, net
Total	32,695	32,385
Leasehold improvements
Property and equipment, net
Total	61,647	61,577
Construction in progress
Property and equipment, net
Total	105	97
Computer software and equipment
Property and equipment, net
Total	2,958	2,919
Furniture and fixtures
Property and equipment, net
Property and equipment, net	$ 1,221	$ 1,221

Accrued expenses and other liabilities - Summary of accrued expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Accrued expenses and other liabilities.
Payroll and bonuses	$ 4,632	$ 7,703
Accrued clinical trial related costs	2,125	2,196
Professional and legal fees	1,595	2,617
Operating lease liability, current	$ 3,324	$ 4,870
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Total accrued expenses and other liabilities	Total accrued expenses and other liabilities
Other		$ 75
Total accrued expenses and other liabilities	$ 11,676	$ 17,461

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Current assets
Cash and cash equivalents	$ 61,853	$ 58,441
Short-term investments	55,261	130,851
Prepaid expenses and other current assets	3,655	4,759
Total current assets	120,769	194,051
Property and equipment, net	50,026	62,141
Operating lease right-of-use assets	16,139	28,706
Restricted cash	2,359	2,772
Long-term investments		30,818
Intangible assets	34,200	34,200
Security deposits and non-current assets	211	528
Total assets	223,704	353,216
Current liabilities
Accounts payable	4,773	3,075
Accrued expenses and other liabilities	11,676	17,461
Contingent consideration liability, short-term	3,757
Deposit liability	20	82
Deferred revenue, current		109,164
Total current liabilities	20,226	129,782
Operating lease liability, long term	40,241	48,960
Contingent consideration liability, long-term		8,738
Deferred tax liability	4,301	4,374
Total liabilities	64,768	191,854
Commitments and contingencies (Note 9)
Stockholders' equity:
Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized and 0 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively
Common stock, $0.0001 par value, 300,000,000 shares authorized; and 87,519,096 and 85,836,429 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively	9	9
Additional paid-in capital	950,814	943,366
Accumulated deficit	(791,917)	(782,337)
Accumulated other comprehensive income	30	324
Total stockholders' equity	158,936	161,362
Total liabilities and stockholders' equity	$ 223,704	$ 353,216

Leases - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2025	Dec. 31, 2024	Jan. 27, 2026
Leases
Amount of security deposits on certain leases		$ 403	$ 403
Operating lease right of use assets decrease from modification		6,455
Operating lease liability decrease from modification		7,850
Gain on reduction in lease liability due to lease termination		(1,395)	959
Impairment of long-lived assets	$ 6,763	6,763	$ 4,327
Future minimum lease payments		$ 63,946
Minimum
Leases
Initial lease terms		5 years
Maximum
Leases
Initial lease terms		16 years
Subsequent Event
Leases
Future minimum lease payments				$ 7,229

Income taxes - Taxes paid (Details) $ in Thousands	12 Months Ended
Income taxes - Taxes paid (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Income taxes
Federal	$ 84
State	423
Total income taxes paid	507
Pennsylvania
Income taxes
Total income taxes paid	208
Pennsylvania Cities (Philadelphia)
Income taxes
Total income taxes paid	190
New Jersey
Income taxes
Total income taxes paid	$ 25

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Collaboration revenue	$ 109,164	$ 6,589
Operating expenses
Research and development	95,667	107,244
General and administrative	24,003	33,155
Impairment of long-lived assets	6,763
Impairment of goodwill		4,327
Total operating expenses	126,433	144,726
Loss from operations	(17,269)	(138,137)
Interest income	7,346	13,007
Other income	275	354
Total other income	7,621	13,361
Loss before provision for income taxes	(9,648)	(124,776)
(Benefit) provision for income taxes	(68)	1,790
Net loss	$ (9,580)	$ (126,566)
Net loss per common share Basic (in dollars per share)	$ (0.14)	$ (1.61)
Net loss per common share Diluted (in dollars per share)	$ (0.14)	$ (1.61)
Weighted average common shares outstanding Basic (in shares)	86,556,515	78,648,958
Weighted average common shares outstanding Diluted (in shares)	86,556,515	78,648,958
Other comprehensive loss
Net loss	$ (9,580)	$ (126,566)
Unrealized gain (loss) on investments	(294)	153
Foreign currency translation gain		63
Comprehensive loss	$ (9,874)	$ (126,350)

Commitments and contingencies

12 Months Ended

Dec. 31, 2025

Commitments and contingencies

Commitments and contingencies

Note 9—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 $0 within accounts payable as of December 31, 2025 and $65 within accrued liabilities as of December 31, 2024, in its consolidated balance sheets related to the Master Service Agreement. During the year ended December 31, 2025 and 2024, there were $0 and $65 in research and development expenses, respectively.

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 2025 or 2024.

Clade Therapeutics

In connection with the acquisition of Clade Therapeutics, (Note 3 Business combination), the Company is subject to a contingent milestone payment to the shareholders of Clade. The milestone payment is $10,000 and is payable in cash, shares of Century, or a combination thereof, at the discretion of Century.

A total of 793,687 shares (“Holdback Shares”) representing approximately 10% of the aggregate consideration, were held back at the closing of the acquisition as recourse to satisfy certain indemnification obligations of the Clade shareholders under the Merger Agreement should they arise and, subject to any forfeiture of Holdback Shares as a result of indemnification claims made prior to the 18-month anniversary of the Closing, will be issued pursuant to the terms of the Merger Agreement following the 18-month anniversary of the Closing. A total of 784,128 Holdback Shares were issued pursuant to the terms of the Merger Agreement on October 15, 2025.

In connection with the acquisition of Clade, the Company also assumed an earn-out obligation (“Gadeta Milestone”) that is contingent on a clinical development milestone of a product that incorporates Gadeta intellectual property between the acquisition date and December 21, 2032. The total payments to the shareholders of Gadeta is upon the occurrence of such an event is $20,000.

Catalent Dusseldorf GmbH

On December 12, 2022, Clade entered into a non-exclusive license agreement with Catalent Dusseldorf GmbH, or Catalent, pursuant to which Catalent granted Clade a worldwide, non-exclusive, non-transferrable, royalty-bearing license under all rights owned or controlled by Catalent to one of its GMP-grade iPSC cell lines derived from human cord blood CD34+ cells, to develop, have developed, make, have made, use, have used, sell, offer for sale, have sold, distribute, have distributed, import, have imported and otherwise exploit or have exploited cell therapy products. The license, or the Catalent License, permits the genetic modification of the licensed cell line and the development and commercialization of resulting cell therapy products for any indication. We have a right to use the Catalent License as a result of our acquisition of Clade.

Under the Catalent License, we may grant sublicenses to third parties to develop, manufacture and commercialize resulting products, but we may not sublicense the original cell line itself. Catalent retains ownership of the original cell line, and we own the modified cells and resulting products that we make from the original cell line, subject to certain restrictions and limited rights granted back to Catalent.

In consideration for the rights granted, Clade paid Catalent an upfront fee. We are also required to pay certain product-by-product milestone payments upon the achievement of certain development and regulatory milestones up to an aggregate of $20,430 million. We additionally agreed to pay royalties equal to a low single digit percentage of net sales of each product during a defined royalty term, after which royalty term the license automatically becomes fully paid-up, perpetual, irrevocable and royalty-free. We also agreed to pay

annual minimum fees during a defined period, with milestone payments and royalties paid in a calendar year creditable against the annual minimum fees payable for the same calendar year.

The agreement remains in effect until terminated and may be terminated by us for convenience upon prior written notice or by either party for material breach, subject to specified cure periods. Certain provisions, including payment obligations, indemnification obligations and confidentiality obligations, survive termination. During the years ended December 31, 2025 and 2024, no payments were made to Catalent.

Stock-based compensation - Common stock available under 2021 Incentive Plan (Details) - shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Stock options
Stock-based compensation
Options granted	(2,048,425)
Restricted stock units
Stock-based compensation
RSU's granted	(5,746,540)
2021 Incentive Plan
Stock-based compensation
Beginning balance	3,691,145
Shares reserved for issuance	4,291,821	3,025,220
Options and RSUs forfeited / cancelled	3,987,445
Ending balance	4,175,446	3,691,145
2021 Incentive Plan \| Stock options
Stock-based compensation
Options granted	(2,048,425)
2021 Incentive Plan \| Restricted stock units
Stock-based compensation
RSU's granted	(5,746,540)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Stock-based compensation - Employee Stock Purchase Plan (Details) - Employee Stock Purchase Plan 2021 - shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2022	May 31, 2021
Stock-based compensation
Shares authorized for issuance			564,071
Percentage of common stock outstanding	1.00%
Increase in common stock reserved		550,055
Shares available for grant	639,745

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Accrued expenses and other liabilities

12 Months Ended

Dec. 31, 2025

Accrued expenses and other liabilities.

Accrued expenses and other liabilities

Note 7—Accrued expenses and other liabilities

The following is a summary of accrued expenses:


		December 31, 2025			December 31, 2024
Payroll and bonuses		$	4,632		$	7,703
Accrued clinical trial related costs			2,125			2,196
Professional and legal fees			1,595			2,617
Operating lease liability, current			3,324			4,870
Other			—			75
Total accrued expenses and other liabilities		$	11,676		$	17,461

Common Stock

12 Months Ended

Dec. 31, 2025

Common Stock

Common Stock

Note 16 – Common stock

At-The-Market

The Company has a Sales Agreement (“Sales Agreement”), with Cowen and Company, LLC (“Cowen”) to provide for the offering, issuance and sale of up to an aggregate amount of $150,000 of common stock from time to time in “at-the-market” offerings (the “ATM Program”). Shares of common stock pursuant to the ATM program were previously made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-265975) (the “Prior Shelf”). Upon the expiration of the Prior Shelf, the Company filed a new shelf registration statement on Form S-3 (No. 333-288616) (the “New Shelf”), which became effective in January 2026. The Company intends to file a prospectus supplement to the New Shelf for the ATM Program and cannot make any sales under the ATM Program until such filing. During the year ended December 31, 2024, the Company sold 4,084,502 shares pursuant to the ATM Program for net proceeds of $17,829, after deducting commissions of $551. During the year ended December 31, 2025, the Company did not have any sales in the ATM program.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
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+ Details

Leases - Operating lease - Other information (Details)	Dec. 31, 2025	Dec. 31, 2024
Leases
Weighted-average remaining lease terms (years) - operating leases	7 years	7 years 4 months 24 days
Weighted-average discount rate - operating leases	10.20%	10.40%

Basic and diluted net loss per common share (Tables)

12 Months Ended

Dec. 31, 2025

Basic and diluted net loss per common share

Schedule of potential shares of common stock excluded


		Year Ended		Year Ended
		December 31,		December 31,
		2025		2024
Stock options to purchase common stock		9,105,976		5,310,229
Early exercised stock options subject to future vesting		—		11,321
Restricted stock awards subject to future vesting		—		24,821
Unvested restricted stock units		5,645,957		2,852,909
Warrants		32,009		32,009
Total		14,783,942		8,231,289

Property and equipment, net (Tables)

12 Months Ended

Dec. 31, 2025

Property and equipment, net

Schedule of summary of property and equipment, net


		December 31, 2025			December 31, 2024
Lab equipment		$	32,695		$	32,385
Leasehold improvements			61,647			61,577
Construction in progress			105			97
Computer software and equipment			2,958			2,919
Furniture and fixtures			1,221			1,221
Total			98,626			98,199
Less: Accumulated depreciation			(48,600)			(36,058)
Property and equipment, net		$	50,026		$	62,141

Stock-based compensation - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Stock options
Shares
Outstanding, beginning (in shares)	9,520,748
Granted	2,048,425
Exercised	(73,694)
Forfeited	(1,871,266)
Cancelled	(518,237)
Outstanding, ending (in shares)	9,105,976	9,520,748
Exercisable	6,132,756
Weighted Average Exercise Price
Outstanding, beginning	$ 5.62
Granted	0.6
Exercised	0.21
Forfeited	3.36
Cancelled	8.37
Outstanding, ending	4.3	$ 5.62
Exercisable	$ 6.57
Weighted Average Remaining Contractual Term (years)
Outstanding	5 years 9 months	4 years 1 month 20 days
Exercisable	4 years 3 months 18 days
Aggregate Intrinsic Value
Outstanding, beginning	$ 75
Granted	811
Exercised	58	$ 923
Forfeited	162
Cancelled	17
Outstanding, ending	$ 649	75
Weighted average grant date fair value	$ 0.42
Intrinsic value of options exercised	$ 58	$ 923
Time Based Vesting
Aggregate Intrinsic Value
Unrecognized compensation expense	$ 3,443
Unrecognized compensation expense expected to be recognized over a weighted average period	2 years 29 days

Leases - Other information (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Leases
Right-of-use operating lease	$ 16,139	$ 28,706
Operating lease liability, current	$ 3,324	$ 4,870
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	$ 40,241	$ 48,960
Total operating lease liability	$ 43,565	$ 53,830

Related party transactions (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2025	Dec. 31, 2024	Jan. 07, 2022
Collaboration Agreement
Related party transactions
Upfront cash payment receivable				$ 100,000
FCDI Collaboration Agreement
Related party transactions
Payment to related party		$ 1,954	$ 5,200
Research and development		886	0
Legal fees		58	200
FCDI Collaboration Agreement \| In-process research and development expense
Related party transactions
Research and development		$ 0	$ 5,000
FCDI Collaboration Agreement \| Collaboration Agreement
Related party transactions
Upfront cash payment receivable				$ 10,000
Upfront payment made	$ 4,000
Milestone Fees	$ 1,000

Prepaid expenses and other current assets

12 Months Ended

Dec. 31, 2025

Prepaid expenses and other current assets.

Prepaid expenses and other current assets

Note 5—Prepaid expenses and other current assets

The following is a summary of prepaid expenses and other current assets:


		December 31, 2025			December 31, 2024
Research and development		$	297		$	340
Insurance			520			524
Software licenses and other			937			860
Prepaid clinical trial			—			1,009
Income tax receivable			274			266
Warranties			127			506
Accrued interest receivable			393			1,254
Restricted cash			799			—
Security deposit			308			—
Total prepaid expenses and other current assets		$	3,655		$	4,759

Organization and description of the business

12 Months Ended

Dec. 31, 2025

Organization and description of the business

Organization and description of the business

Note 1—Organization and description of the business

Century Therapeutics, Inc. (the “Company”) is an innovative biotechnology company developing transformative allogeneic cell therapies to create products for the treatment of both solid tumor and hematological malignancies and autoimmune diseases with significant unmet medical need. Since inception, the Company has devoted substantially all of its time and efforts to performing research and development activities, building infrastructure and raising capital. The Company is incorporated in the state of Delaware.

Principles of Consolidation

The consolidated financial statements include the consolidated financial position and consolidated results of operations of the Company and the Company’s subsidiaries, Century Therapeutics Canada ULC (“Century Canada”), Clade Therapeutics (“Clade”) and Gadeta B.V. (“Gadeta”). 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, 2025, the Company incurred a net loss of $9.6 and used $103.9 of cash from operations. Cash and cash equivalents and short and long-term investments were $117.1 at December 31, 2025. As further described in Note 18, the Company raised net proceeds of $126,700 in January, 2026. 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.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Cash flows from operating activities
Net loss	$ (9,580)	$ (126,566)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	13,101	13,304
Non-cash operating lease expense (benefit)	1,912	(271)
Stock based compensation	6,840	12,688
Impairment	6,763	4,327
Accretion of investments	(2,357)	(4,812)
Change in fair value of contingent liabilities	(4,534)	(1,356)
Gain on reduction in lease liability due to lease termination	(1,395)	959
Deferred tax (benefit) expense	(73)	870
Change in operating assets and liabilities:
Prepaid expenses and other assets	2,342	543
Operating lease liability	(4,978)	(3,365)
Deferred revenue	(109,164)	(6,589)
Accounts payable	1,562	(1,469)
Accrued expenses and other liabilities	(4,315)	1,602
Net cash used in operating activities	(103,876)	(110,135)
Cash flows from investing activities
Acquisition of property and equipment	(848)	(154)
Acquisition of fixed maturity securities, available for sale	(51,174)	(119,548)
Sale of fixed maturity securities, available for sale	159,523	176,792
Acquisition of Clade Therapeutics, Inc., net of cash acquired		(9,608)
Net cash provided by investing activities	107,501	47,482
Cash flows from financing activities
Proceeds from issuance of common stock and ESPP	173	141
Proceeds from ATM, net of issuance costs		17,829
Proceeds from PIPE, net of issuance costs		56,593
Net cash provided by financing activities	173	74,563
Net increase in cash, cash equivalents, and restricted cash	3,798	11,910
Cash, cash equivalents and restricted cash, beginning of period	61,213	49,303
Cash, cash equivalents and restricted cash, end of period	65,011	61,213
Supplemental disclosure of cash and non-cash operating activities:
Reduction of ROU asset and lease liability due to non-cash lease modification	3,892
Cash paid for income tax	3,892	501
Supplemental disclosure of non-cash investing and financing activities:
Issuance of Equity to satisfy contingent liability	$ 447
Stock issued in connection with the Acquisition		15,154
Landlord paid leasehold improvements		$ 934

Stock-based compensation (Details) - USD ($) $ in Thousands	12 Months Ended
Stock-based compensation (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Sep. 30, 2025	Jun. 17, 2021
Stock-based compensation
Stock reserved for issuance upon the exercise of previously granted stock options	32,000
Deposit liability	$ 20	$ 82
2021 Incentive Plan
Stock-based compensation
Percentage of common stock outstanding	5.00%
Increase in common stock reserved	4,291,821	3,025,220
Shares available for grant	4,175,446	3,691,145
Stock options
Stock-based compensation
Stock awards vesting period	4 years
Stock options \| 2021 Incentive Plan
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
Performance Based Restricted Stock Units
Stock-based compensation
Shares authorized for issuance			1
Unvested restricted stock with time-based vesting
Stock-based compensation
Deposit liability	$ 0	$ 82
Tranche 1 \| Performance Based Restricted Stock Units
Stock-based compensation
Vesting percentage	50.00%
Tranche 2 \| Performance Based Restricted Stock Units
Stock-based compensation
Vesting percentage	50.00%

CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Dec. 31, 2025	Dec. 31, 2024
CONSOLIDATED BALANCE SHEETS
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value	$ 0.0001
Common stock, shares authorized	300,000,000
Common stock, issued	87,519,096	85,836,429
Common stock, outstanding	87,519,096	85,836,429

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	At Century Therapeutics, we recognize the importance of information security practices designed to protect the confidentiality, integrity, and availability of Company information. We have implemented a cybersecurity program in accordance with our risk profile and business that is informed by recognized industry standards and frameworks, and incorporates elements of the same, including elements of the National Institute of Standards and Technology Cybersecurity Framework. Our cybersecurity risk management program includes multiple components, including information security assessments, penetration testing, response and vulnerability assessments, that are conducted periodically by both internal and external resources. We also conduct employee training and leverage third-party security tools, including but not limited to access controls, threat monitoring, and endpoint protection and response. We maintain a security operations center operated by a third party that collects cybersecurity threat data from multiple internal and external sources and determines if activity is potentially suspicious or malicious. We are in the process of developing and implementing additional cybersecurity policies and procedures. We take a risk-based approach to the evaluation of third-party vendors, and apply mitigations and processes based on the nature of the data accessed by the vendor. Currently, we review System and Organization Controls reports from vendors who have access to financial reporting information, and we are in the process of developing additional vendor risk management policies and procedures. We have not identified any cybersecurity incidents or threats that have materially affected us or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. However, like other companies in our industry, we and our third-party vendors experienced threats and security incidents that could affect our information or systems. For more information, please see Section 1A. Risk Factors.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	At Century Therapeutics, we recognize the importance of information security practices designed to protect the confidentiality, integrity, and availability of Company information. We have implemented a cybersecurity program in accordance with our risk profile and business that is informed by recognized industry standards and frameworks, and incorporates elements of the same, including elements of the National Institute of Standards and Technology Cybersecurity Framework. Our cybersecurity risk management program includes multiple components, including information security assessments, penetration testing, response and vulnerability assessments, that are conducted periodically by both internal and external resources. We also conduct employee training and leverage third-party security tools, including but not limited to access controls, threat monitoring, and endpoint protection and response. We maintain a security operations center operated by a third party that collects cybersecurity threat data from multiple internal and external sources and determines if activity is potentially suspicious or malicious. We are in the process of developing and implementing additional cybersecurity policies and procedures. We take a risk-based approach to the evaluation of third-party vendors, and apply mitigations and processes based on the nature of the data accessed by the vendor. Currently, we review System and Organization Controls reports from vendors who have access to financial reporting information, and we are in the process of developing additional vendor risk management policies and procedures.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	Cybersecurity Governance Our Head of Information Technology is responsible for the strategic leadership and direction of the Company’s cybersecurity management. The individual currently serving as the Head of Information Technology has over 20 years of experience working in information technology. The Head of Information Technology receives cybersecurity alerts from the Company’s third-party security operations center, and provides periodic updates to the Company’s executive committee, which includes the Company’s Chief Executive Officer, and Principal Financial Officer. The Head of Information Technology also provides updates to the Audit Committee of the board of directors approximately on a quarterly basis. The Audit Committee, pursuant to its charter, reviews significant existing and emerging cybersecurity risks, including material cybersecurity incidents if any, the impact on the Company and its stockholders of any significant cybersecurity incident and any disclosure obligations arising from any such incidents.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	the Audit Committee
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	The Head of Information Technology also provides updates to the Audit Committee of the board of directors approximately on a quarterly basis. The Audit Committee, pursuant to its charter, reviews significant existing and emerging cybersecurity risks, including material cybersecurity incidents if any, the impact on the Company and its stockholders of any significant cybersecurity incident and any disclosure obligations arising from any such incidents.
Cybersecurity Risk Role of Management [Text Block]	Cybersecurity Governance Our Head of Information Technology is responsible for the strategic leadership and direction of the Company’s cybersecurity management. The individual currently serving as the Head of Information Technology has over 20 years of experience working in information technology. The Head of Information Technology receives cybersecurity alerts from the Company’s third-party security operations center, and provides periodic updates to the Company’s executive committee, which includes the Company’s Chief Executive Officer, and Principal Financial Officer.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	Head of Information Technology
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	The individual currently serving as the Head of Information Technology has over 20 years of experience working in information technology. The Head of Information Technology receives cybersecurity alerts from the Company’s third-party security operations center, and provides periodic updates to the Company’s executive committee, which includes the Company’s Chief Executive Officer, and Principal Financial Officer.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	The Head of Information Technology receives cybersecurity alerts from the Company’s third-party security operations center, and provides periodic updates to the Company’s executive committee, which includes the Company’s Chief Executive Officer, and Principal Financial Officer.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

Insider Trading Arrangements - Gregory Russotti

3 Months Ended

Dec. 31, 2025

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

(b)

The following table shows the “Rule 10b5-1 trading arrangements” or “non-Rule 10b5-1 trading arrangements” (as each term is defined in Item 408(a) of Regulation S-K) adopted, amended, or terminated by our directors and officers during the three months ended December 31, 2025:


				Trading Arrangement
Name	Title	Action	Effective Date	Rule 10b5-1	Non-Rule 10b5-1	Scheduled Expiration Date of Trading Plan ⁽¹⁾	Maximum Shares Subject to Trading Plan
Gregory Russotti	Chief Technology and Manufacturing Officer	Adoption	December 9, 2025	X		December 31, 2026	160,000

(1)A trading arrangement may expire on an earlier date if all contemplated transactions are completed before such trading arrangement’s expiration date, upon termination by broker or the holder of the trading arrangement, or as otherwise provided in the trading arrangement.

Name

Gregory Russotti

Title

Chief Technology and Manufacturing Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

December 9, 2025

Expiration Date

December 31, 2026

Aggregate Available

160,000

Basic and diluted net loss per common share

12 Months Ended

Dec. 31, 2025

Basic and diluted net loss per common share

Basic and diluted net loss per common share

Note 12—Basic and diluted net loss per common share

The Company’s potentially dilutive securities, which include RSUs, 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, 2025 and 2024 because including them would have had an anti-dilutive effect.


		Year Ended		Year Ended
		December 31,		December 31,
		2025		2024
Stock options to purchase common stock		9,105,976		5,310,229
Early exercised stock options subject to future vesting		—		11,321
Restricted stock awards subject to future vesting		—		24,821
Unvested restricted stock units		5,645,957		2,852,909
Warrants		32,009		32,009
Total		14,783,942		8,231,289

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Other Comprehensive Income (Loss)	Total
Beginning balance at Dec. 31, 2023	$ 6	$ 840,407	$ (655,771)	$ 108	$ 184,750
Beginning Balance (in shares) at Dec. 31, 2023	60,335,701
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon the exercise of stock options and 2021 ESPP	$ 1	772			773
Issuance of common stock upon the exercise of stock options and 2021 ESPP (in shares)	635,471
Vesting of restricted stock (in shares)	24,734
Vesting of early exercise stock options		558			558
Vesting of early exercise stock options (in shares)	107,959
Vesting of restricted stock units		(635)			(635)
Vesting of restricted stock units (in shares)	1,033,315
Issuance of common stock in connection with the acquisition of Clade		15,154			15,154
Issuance of common stock in connection with the acquisition of Clade (in shares)	3,741,646
Issuance of common stock upon the exercise of ATM, net of underwriting discounts and commissions and other issuance costs		17,829			17,829
Issuance of common stock upon the exercise of ATM, net of underwriting discounts and commissions and other issuance costs (in shares)	4,084,502
Issuance of common stock upon the exercise of PIPE, net of underwriting discounts and commissions and other issuance costs	$ 2	56,593			56,595
Issuance of common stock upon the exercise of PIPE, net of underwriting discounts and commissions and other issuance costs (in shares)	15,873,101
Unrealized gain (loss) on investments				153	153
Foreign currency translation				63	63
Stock based compensation		12,688			12,688
Net loss			(126,566)		(126,566)
Ending balance at Dec. 31, 2024	$ 9	943,366	(782,337)	324	161,362
Ending Balance (in shares) at Dec. 31, 2024	85,836,429
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon the exercise of stock options and 2021 ESPP		173			173
Issuance of common stock upon the exercise of stock options and 2021 ESPP (in shares)	282,261
Vesting of restricted stock (in shares)	24,734
Vesting of early exercise stock options		82			82
Vesting of early exercise stock options (in shares)	11,321
Vesting of restricted stock units		(94)			(94)
Vesting of restricted stock units (in shares)	580,223
Issuance of common stock in connection with the acquisition of Clade		447			447
Issuance of common stock in connection with the acquisition of Clade (in shares)	784,128
Unrealized gain (loss) on investments				(294)	(294)
Stock based compensation		6,840			6,840
Net loss			(9,580)		(9,580)
Ending balance at Dec. 31, 2025	$ 9	$ 950,814	$ (791,917)	$ 30	$ 158,936
Ending Balance (in shares) at Dec. 31, 2025	87,519,096

Stock-based compensation - Restricted stock (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($) $ / shares shares
Shares
Total Unvested	24,821
Restricted stock units
Shares
Total Unvested	2,077,582
Granted	5,746,540
Forfeited	(1,597,942)
Vested	(580,223)
Total Unvested	5,645,957
Weighted Average Grant Date Fair Value
Total Unvested \| $ / shares	$ 2.55
Granted \| $ / shares	0.57
Forfeited \| $ / shares	1.38
Vested \| $ / shares	2.76
Total Unvested \| $ / shares	$ 0.85
Unvested restricted stock unit with time-based vesting
Weighted Average Grant Date Fair Value
Unrecognized compensation expense \| $	$ 3,784
Unrecognized compensation expense expected to be recognized over a weighted average period	2 years 2 months 23 days
Restricted stock awards
Shares
Total Unvested	24,821
Vested	(24,821)
Weighted Average Grant Date Fair Value
Total Unvested \| $ / shares	$ 7.27
Vested \| $ / shares	$ 7.27
Unvested restricted stock with time-based vesting
Weighted Average Grant Date Fair Value
Unrecognized compensation expense \| $	$ 0
Unrecognized compensation expense expected to be recognized over a weighted average period	4 years

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended
	Jan. 09, 2026	Jan. 07, 2026	Jan. 31, 2026
Subsequent Events
Net proceeds	$ 126,700
Subsequent Event
Subsequent Events
Common stock issued		92,030,595
Share price		$ 1.15
Adjusted purchase price per share		$ 1.1499
Net proceeds			$ 126,700
Subsequent Event \| Pre-funded Warrants
Subsequent Events
Warrants to purchase units		25,360,704
Subsequent Event \| Common Warrants
Subsequent Events
Warrants to purchase units		58,695,648
Purchase of common warrant		0.5

Prepaid expenses and other current assets (Tables)

12 Months Ended

Dec. 31, 2025

Prepaid expenses and other current assets.

Schedule of summary of prepaid expenses and other current assets


		December 31, 2025			December 31, 2024
Research and development		$	297		$	340
Insurance			520			524
Software licenses and other			937			860
Prepaid clinical trial			—			1,009
Income tax receivable			274			266
Warranties			127			506
Accrued interest receivable			393			1,254
Restricted cash			799			—
Security deposit			308			—
Total prepaid expenses and other current assets		$	3,655		$	4,759

Defined contribution plan (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Defined contribution plan
Defined contributions	$ 1,006	$ 1,130
First 3% of participating employee contributions
Defined contribution plan
Employer contribution matching percentage	100.00%
Employee contribution	3.00%
Next 2% of participating employee contributions
Defined contribution plan
Employer contribution matching percentage	50.00%
Employee contribution	2.00%

Bristol-Myers Squibb Collaboration (Details) $ / shares in Units, $ in Thousands		3 Months Ended	12 Months Ended
	Jan. 07, 2022 USD ($) Program item $ / shares shares	Mar. 31, 2025 USD ($)	Dec. 31, 2025 USD ($) $ / shares	Dec. 31, 2024 USD ($)
Bristol-Myers Squibb Collaboration
Common stock, par value \| $ / shares			$ 0.0001
Gross proceeds			$ 173	$ 141
Aggregate purchase price excluding premium				$ 17,829
Total transaction price	$ 123,187
Collaboration Agreement
Bristol-Myers Squibb Collaboration
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
Common stock issued \| shares	2,160,760
Common stock, par value \| $ / shares	$ 23.14
Gross proceeds	$ 50,000
Common stock, premium per share \| $ / shares	$ 7.82
Premium amount of common stock	$ 23,187
Aggregate purchase price excluding premium	$ 26,813
Number of Commitments \| item	4
Future collaboration revenues			$ 0
Collaboration Agreement \| Option rights
Bristol-Myers Squibb Collaboration
Cumulative collaboration revenue recognized		$ 109,164

Income taxes - Operating loss carryforward (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($)
Income taxes
Change in valuation allowance	$ 5,600
US
Income taxes
Net operating loss carryforward	348,768
Tax credits	21,900
State and local
Income taxes
Tax credits	2,000
State
Income taxes
Net operating loss carryforward	273,398
Local
Income taxes
Net operating loss carryforward	196,623
Netherlands
Income taxes
Net operating loss carryforward	$ 58,695

Related party transactions

12 Months Ended

Dec. 31, 2025

Related party transactions

Related party transactions

Note 15—Related party transactions

License and Collaboration Agreements with Shareholder

The Company owns licenses and other contracts with FUJIFILM Cellular Dynamics, Inc. (“FCDI”). FCDI is a shareholder of Century. The acquired licenses and other contracts with FCDI are as follows:

FCDI Agreements

The Company owns 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”) (“Reprogramming 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 owns an exclusive license agreement with FCDI (“Differentiation Licenses Agreement”). The Differentiation Licenses Agreement provides the Company with patents and know-how related to human iPSC exclusively manufactured by FCDI.

In October 2019, the Company entered into the Collaboration Agreement with FCDI (“Collaboration Agreement”), whereby FCDI provides certain services to the Company to develop and manufacture iPSCs and immune cells derived therefrom. FCDI provides services in accordance with the approved research plan and related research budget. The initial research plan covered the period from October 2019 through March 31, 2022. In July, 2022 the Company amended the Collaboration Agreement to extend the term through September 30, 2025, and in September 2023, the Company amended the Collaboration Agreement in connection with the Autoimmune Licenses (as defined below).

In March 2021, the Company entered into a Manufacturing Agreement with FCDI, (“Manufacturing Agreement”), pursuant to which FCDI will provide certain agreed upon technology transfer, process development, analytical testing and cGMP manufacturing services to the Company.

In January 2022, the Company and FCDI entered into a letter agreement (the “Letter Agreement”), which amends the Reprogramming Licenses Agreement, Differentiation License Agreement and Manufacturing Agreement (the “FCDI Agreements”) pursuant to the Company’s Research Collaboration and License Agreement with Bristol-Myers Squibb. Pursuant to the Letter Agreement, and in consideration for amending the FCDI Agreements, the Company paid to FCDI an upfront payment of $10,000, and will pay FCDI (i) a percentage of any milestone payments received by the Company under the FCDI Collaboration Agreement in respect of achievement of development or regulatory milestones specific to Japan, and (ii) a percentage of all royalties received by the Company under the FCDI Collaboration Agreement in respect of sales of products in Japan.

In September 2023, the Company and FCDI entered into a worldwide license agreement whereby FCDI will grant non-exclusive licenses to the Company for certain patent rights and know-how related to cell differentiation and reprogramming for the development and commercialization of iPSC-derived therapies for the treatment of inflammatory and autoimmune diseases (the “Autoimmune license”). In addition, the Company and FCDI entered into an amendment to each of the Reprogramming license and the Differentiation License to expand the licenses related to the development and commercialization of IPSC-derived cancer immunotherapeutic to also include inflammatory and autoimmune diseases. Under the terms of these agreements, FCDI will be eligible to receive certain development and regulatory milestone payments as well as low single-digit royalties related to products developed in connection with such agreements. The Company recorded an upfront payment in the amount of $4,000 which was included as In-Process research and development. In addition, Century paid FCDI a $1,000 milestone fee pursuant to the Autoimmune License for filing of the IND for SLE for CNTY-101, which was also included in In-Process research and development in the consolidated statements of operations as of December 31, 2025.

During the years ended December 31, 2025 and 2024, the Company made payments of $1,954 and $5,200 and incurred research and development expenses of $886 and $0, in-process research and development expenses of $0 and $5,000 and legal fees of $58 and $200, respectively, related to the FCDI agreements. The legal fees are recorded within general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Bayer Option Agreement

Bayer Health, LLC (“Bayer”), a shareholder in the Company, has the right of first refusal to acquire certain products researched and developed by the Company. Subject to certain exceptions, Bayer’s right of first refusal is exercisable with respect to up to four products and may only exercise these option rights in a non-sequential and alternating manner, and such rights are subject to additional limitations.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section S99
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details