IPSC 10-K & 10-Q changes, risk factors and insider trading

Substantially all of our losses have resulted from expenses incurred in connection with our research and development programs, including our clinical trialsdevelopment ofactivities CNTY-101,for CNTY-101 and our IND-enabling development activities for CNTY-813 and CNTY-308, our acquisition of Clade, our acquisition of IPR&D and from general and administrative costs associated with our operations. In 2025, we reprioritized our pipeline, discontinued certain company-sponsored clinical trials evaluating CNTY-101 and redirected resources toward advancing CNTY-813 and CNTY-308, each of which is currently in IND-enabling studies. All of our product candidates will require the expenditure of substantial additional development time and resources before we would be able to apply for or receive regulatory approvals and begin realizing product sales. In particular, CNTY-813 and CNTY-308 have not yet been evaluated in human clinical trials and may require significant additional preclinical development, IND-enabling studies, regulatory review and clinical testing before they can advance toward potential commercialization, if at all. We expect to continue to incur losses for the foreseeable future, and we anticipate these losses will increase as we continue our development of, seek regulatory approval for, and potentially commercialize any of our product candidates and seek to identify, assess, acquire, in-license, or develop additional product candidates. Our prior losses, combined with expected future losses, have had and will continue to have a negative effect on our stockholders’ deficit and working capital.

We expect that it will be several years, if ever, before we have a commercialized product. Because our current lead programs are in IND-enabling studies and we have no product candidates in active company-sponsored clinical trials, our timeline to potential commercialization is longer and more uncertain than in prior periods. We anticipate that our expenses will increase substantially if, and as, we:

We have one product candidate in clinical development for multiple indications and no product candidates approved for commercial sale and no product candidates in active company-sponsored clinical development and have not generated anyfrom revenue.product sales. CNTY-813, our current lead product candidate, is in IND-enabling studies and has not yet been evaluated in human clinical trials. To become and remain profitable, we must develop and eventually commercialize product candidates with significant market potential, which will require us to be successful in a range of challenging activities. These activities can include completing preclinical studies and initiating and completing clinical trials of our product candidates, obtaining marketing approval for these product candidates, manufacturing, marketing, and selling those products that are approved and satisfying any post-marketing requirements. We may never succeed in any or all of these activities and, even if we do, we may never generate sufficient revenues to achieve profitability. Because of the numerous risks and uncertainties associated with biologics product development, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to achieve profitability.

Even if we do achieve profitability, we may not be able to sustain or increase profitability. Our strategic reprioritization toward earlier-stage programs may extend our development timelines and increase the amount of capital required before we are able to generate product revenue, if at all. Our failure to become and remain profitable would decrease the value of our company and could impair our ability to raise capital, maintain our research and development efforts, expand our business, or continue our operations.

Developing biopharmaceutical products, including conducting preclinical studies and clinical trials, is a time-consuming, expensive, and uncertain process that takes years to complete. Our operations have consumed substantial amounts of cash since inception, and we expect our expenses to increase in connection with our ongoing activities, particularly as we conduct preclinical activities and clinical trials of, and seek regulatory and marketing approval for, our product candidates. Even if one or more of our product candidates is approved for commercial sale, we anticipate incurring significant costs associated with commercializing any approved product candidate. We have financed our operations primarily through private placements of our securities and our initial public offering of common stock, or IPO, which closed in June 2021. Our research and development expenses increaseddecreased from $92.7 million for the year ended December 31, 2023 to $107.2 million for the year ended December 31, 2024.2024 to $95.7 million for the year ended December 31, 2025. As of December 31, 2024,2025, we had cash, and cash equivalents of $58.4$61.9 million and investments of $161.7$55.3 million. Based on our research and development plans, we believe our existing cash, cash equivalents and investments will be sufficient to fund our operating expenses and capital expenditures requirements. Based on our current business plans, we believe our cash, cash equivalents and investments as of December 31, 2025 of $117.1 million, and the additional $126.7 million we received as net proceeds from our 2026 private placement, will be sufficient for us to fund our operating expenses and capital expenditures requirements into the fourthfirst quarter of 2026.2029.

Until and unless we can generate substantial product revenue, we expect to finance our cash needs through a combination of equity offerings and debt financings, and potentially through additional license and development agreements or strategic partnerships or collaborations with third parties. Financing may not be available in sufficient amounts or on reasonable terms. In addition, market volatility resulting from inflation, pandemics, political unrest and hostilities, or other factors could adversely impact our ability to access capital as and when needed. We have no commitments for any additional financing and will likely be required to raise such financing through the sale of additional securities. If we sell equity or equity-linked securities, our current stockholders may be diluted, and the terms may include liquidation or other preferences that are senior to or otherwise adversely affect the rights of our stockholders. In July 2022, we entered into a sales agreement, or the Sales Agreement, with Cowen and Company, LLC, or Cowen, pursuant to which we may offer and sell shares of our common stock having an aggregate offering price of up to $150$150.0 million from time to time through Cowen acting as our sales agent, or the 2022 ATM Facility. For the year ended December 31, 2024,2025, 4,084,502no shares of common stock were issued and sold pursuant tounder the Sales Agreement at a weighted-average price of $4.50 per share, resulting in approximately $18.4 million in gross proceeds..Agreement. In April 2024, we entered into a securities purchase agreement, or the Securities Purchase Agreement, with certain institutional accredited investors, or the PIPE Investors, pursuant to which we agreed to issueissued and sell to the PIPE Investors in a private placement an aggregate ofsold 15,873,011 shares of common stock at a price per share of $3.78, resulting in aggregate gross proceeds of $60.0 million, before deducting placement agent fees and offering expenses, or the 2024 Private Placement. In January 2026, we issued and sold an aggregate of 117,391,299 shares of common stock (or pre-funded warrants to purchase common stock in lieu thereof) and accompanying warrants to purchase 58,695,648 shares of common stock (or pre-funded warrants to purchase common stock in lieu thereof) at a price per share of $1.75 per share and accompanying warrants to purchase 0.5 shares of common stock (or pre-funded warrant to purchase common stock in lieu thereof) and at a purchase price of $1.1499 per pre-funded warrant and accompanying warrant to purchase 0.5 shares of common stock (or pre-funded warrants to purchase common stock in lieu thereof), or the 2026 Private Placement. We received aggregate gross proceeds from the 2026 Private Placement of approximately $60$135.0 million, before deducting placement agent fees and offering expenses.

The rules dealing with U.S. federal, state and local income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Treasury Department. Changes to tax laws (which changes may have retroactive application) could adversely affect us or holders of our common stock. For example, under Section 174 of the Code, in taxable years beginning after December 31, 2021, expenses that are incurred for research and development inoutside the U.S. will be capitalized and amortized, which may have an adverse effect on our cash flow. In recent years, many such changes have been made, and changes are likely to continue to occur in the future. For example, OBBBA was signed into law on July 4, 2025 and made significant changes to U.S. federal tax law. The OBBBA provides that for taxable years beginning after December 31, 2024, expenses that are incurred for research and development performed in the U.S. may, at the taxpayer’s election, be immediately deducted or capitalized and amortized. In addition, the OBBBA provides that for taxable years beginning after December 31, 2021 and before January 1, 2025, certain eligible taxpayers generally may elect to retroactively deduct expenses for research and development performed in the U.S. in such taxable years by filing amended tax returns for such taxable years, and all other taxpayers that are not eligible to make such an election and that amortized expenses for research and development performed in the U.S. in such taxable years generally may elect to accelerate and deduct the remaining unamortized amounts of such research and development expenses (i) in the first taxable year beginning after December 31, 2024, or (ii) ratably over the two-taxable year period beginning with the first taxable year beginning after December 31, 2024. It cannot be predicted whether, when, in what form or with what effective dates tax laws, regulations and rulings may be enacted, promulgated or issued, which could result in an increase in our or our shareholders’ tax liability or require changes in the manner in which we operate in order to minimize or mitigate any adverse effects of changes in tax law. Future changes in tax laws could have a material adverse effect on our business, cash flow, financial condition or results of operations.

The global credit and financial markets have experienced extreme volatility and disruptions in the past several years, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. We are currently in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by the current U.S. presidential administration and accompanying regulatory activities and economic policies, ongoing military conflicts and geopolitical instability, international trade disputes (including threatened or implemented tariffs) and inflation and interest rates. We cannot assure you that further deterioration in credit and financial markets and confidence in economic conditions will not occur. Our general business strategy and ability to raise capital may be adversely affected by any such economic downturn, volatile business environment, or continued unpredictable and unstable market conditions, including as a result of liquidity constraints, failures and instability in U.S. and international financial banking systems. International trade disputes could adversely impact our business and supply chains, which could increase costs or delay delivery of key inventories and supplies. If the current equity and credit markets deteriorate further, or fail to improve, it may make any necessary debt or equity financing more difficult, more costly, and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance, and stock price and could require us to delay or abandon clinical development plans. In addition, there is a risk that one or more of our current service providers, manufacturers, and other partners may not survive these difficult economic times, which could directly affect our ability to attain our operating goals on schedule and on budget.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Further, the impacts geopolitical turmoil, such as the ongoing Ukrainian War and Israel-Hamas war (including any escalation or expansion), social unrest, political instability in the United States and elsewhere, terrorism, cyberwarfare or other acts of war, could lead to disruption, instability and volatility in the global markets, which may have an adverse impact on our business or ability to access the capital markets. Trade and other geopolitical disputes can also be highly disruptive to global financial markets. The length and impact on going trade disputes, military conflicts, inflation and interest rate fluctuations are highly unpredictable. Broad market and industry factors, including potentially worsening economic conditions and other adverse effects, or developments relating to pandemics, political, regulatory, and other market conditions, may negatively affect the market price of shares of our common stock, regardless of our actual operating performance. We are continuing to monitor these factors and their impacts on global capital markets and our business.

Each of our product candidates will require additional preclinical and/or clinical development, regulatory approval in multiple jurisdictions, obtaining manufacturing supply, capacity and expertise, building a commercial organization, or successfully outsourcing commercialization, substantial investment, and significant marketing efforts before we generate any revenue from product sales. Our product candidates must be authorized for marketing by the U.S. Food and Drug Administration, or the FDA,FDA or certain other foreign regulatory agencies before we may commercialize our product candidates.

If we do not succeed in one or more of these factors in a timely manner or at all, we could experience significant delays or an inability to successfully commercialize our product candidates, if approved, which would materially harm our business. Because our pipeline is currently concentrated in a limited number of early-stage pre-clinical programs, failure to advance these programs into and through clinical development would have a material adverse effect on our business. If we are unable to advance our product candidates to clinical development, obtain regulatory approval, and ultimately commercialize our product candidates, or experience significant delays in doing so, our business will be materially harmed.

While we have successfully initiated IND-enabling studies for the clinical development of CNTY-101 which now has a single sponsored Phase 1 clinical trial ongoing, and one investigator-initiated clinical trial expected to initiate in mid-2025,CNTY-813, we cannot guarantee that an IND or CTA application will be cleared to proceed after submission to the FDA or other global health authorities for any additional indications or any of our other product candidates or that CNTY-101CNTY-813 or our other product candidates will be allowed to complete clinical developments and approved for commercialization, on a timely basis or at all. Although certain of our employees have prior experience with clinical trials and regulatory approvals, we have not previously completed any clinical trials or submitted a BLA to the FDA, or similar regulatory approval filings to comparable foreign authorities, for any product candidate, and we cannot be certain that CNTY-101CNTY-813 or our other product candidates will be complete and be successful in clinical trials or receive regulatory approval. The FDA and other comparable global regulatory authorities can delay, limit, or deny development or approval of a product candidate for many reasons. Any delay in obtaining, or inability to obtain, applicable regulatory authorizations or approvals will delay or harm our ability to successfully develop and commercialize CNTY-101CNTY-813 or our other product candidates and materially adversely affect our business, financial condition, results of operations, and growth prospects.

Furthermore, if our future clinical trials of CNTY-101CNTY-813 or our other product candidates encounter safety, efficacy, or manufacturing problems, development delays, regulatory issues, or other problems, our development plans for such product candidates in our pipeline could be significantly impaired, which could materially adversely affect our business, financial condition, results of operations, and growth prospects.

Our success depends on our ability to utilize our iPSC-derived allogeneic cell therapy platforms to generate chimeric antigen receptors,receptor orproduct CAR-iNKcandidates, andincluding CAR-iT cell producttherapies candidates,and iPSC-derived beta islet cell replacement therapies, to obtain regulatory approval for product candidates derived from it,these platforms, and to then commercialize our product candidates addressing one or more indications. Though iPSC-derived cell therapy product candidates have been evaluated by others in clinical trials, our current lead product candidatecandidate, CNTY-813, is in IND-enabling studies and has onlynot commencedyet evaluationbeen evaluated in Phase 1 clinical trials, and we may experience unexpected or adverse results in the future. We are exposed to a number of unforeseen risks and it is difficult to predict the types of challenges and risks that we may encounter during development of our product candidates. All of our product candidates developed from our iPSC allogeneic cell therapy platforms will require significant clinical and non-clinical development, review and approval by the FDA or other regulatory authorities in one or more jurisdictions, substantial investment, access to sufficient commercial manufacturing capacity, and significant marketing efforts before they can be successfully commercialized. In addition, we utilize our proprietary Allo-Evasion technology in our product candidates, which has only been tested in our initial clinical trials,trials for CNTY-101, and we may modify our technology for additional product candidates and such technology as so modified will not have been tested in a clinical setting. If any of our product candidates encounter safety or efficacy problems, including as a result of our use or modification of our Allo-Evasion technology, developmental delays, or regulatory issues or other problems, such problems could impact the development plans for our other product candidates because all of our product candidates are based on the same core iPSC technology.

Utilizing CAR-iNKgenetically engineered iPSC-derived immune cells and CAR-iTbeta islet cells represents a novel approachtherapeutic to immuno-oncology treatment of cancer and autoimmune diseases,approach, and we must overcome significant challenges in order to develop, commercialize, and manufacture our product candidates.

We have concentrated our research and development efforts on developing CAR-iNKiPSC-derived andcell therapies, including CAR-iT cell therapies.therapies and beta islet replacement therapies engineered with our proprietary Allo-Evasion™ technology. The processes and requirements imposed by the FDA or other applicable regulatory authorities may cause delays and additional costs in obtaining approvals for our product candidates. Because our iPSC-derived allogeneic cell therapy platforms are novel, and cell-based therapies are relatively new, regulatory agencies may lack experience in evaluating our product candidates utilizing CAR-iNKgene-edited and CAR-iTiPSC-derived cells. This novelty may lengthen the regulatory review process, including the time it takes for the FDA to review our IND applications, if and when submitted, increase our development costs, and delay or prevent commercialization of our iPSC-derived allogeneic cell therapy platform products. Additionally, advancing novel immuno-oncology and autoimmune cell therapies creates significant challenges for us, including:

We must be able to overcome these challenges in order for us to successfully develop, commercialize, and manufacture our product candidates utilizingderived CAR-iNKfrom andour CAR-iTiPSC cells.platform. In addition, although CNTY-101 and our future product candidates may differ in certain waysrespects from other cancergene-edited immunotherapiescell therapies and autoimmune diseases, including CD19-directed autologous CAR-T cell immunotherapies,therapies, serious adverse events, deaths or other unexpected safety issues in other companies’ clinical trials or that are discovered from post-marketing data sources involving cancer immunotherapies, more generally, even if unrelated to our product candidates, could negatively impact our business. For example, in November 2023, the FDA announced that it would be conducting an investigation into reports of T cell malignancies following BCMA-directed or CD19-directed autologous CAR-T cell immunotherapies following reports of T cell lymphoma in patients receiving these therapies. In January 2024, the FDA determined that new safety information related to T cell malignancies should be included in the labeling withcarry boxed warning language on these malignancies for all currently approved BCMA- and CD-19-directed genetically modified autologous T cell immunotherapies.malignancies. While CNTYCNTY-101 101contains isallogeneic designediPSC-derived toCD19 utilizetargeted aNK differentcells mechanismthat do not proliferate in vivo and both CNTY-101 and CNTY-308 were created with precision, well-characterized genetic editing in the absence of action,viral vectors FDA’s ongoing post-market monitoring of CAR-T therapies could result in increased government regulation, unfavorable public perception and publicity, potential impacts on enrollment in our clinical trials, potential regulatory delays in the testing or approval of our product candidates, stricter labeling requirements for those product candidates that may receive approval, and acould decreaselimit inmarket demandacceptance for any such product candidates.

We have not yet demonstrated long-term stability of cryopreserved CAR-iNKiPSC-derived cells.cell therapy products.

We have not yet demonstrated long-term stability of cryopreserved CAR-iNKiPSC-derived cellscell therapy products and, therefore, do not know if we will be able to store the cryopreserved cells for extended periods of time. If we are unable to demonstrate long-term stability, we will need to reduce the manufacturing batch size to ensure that the material we produce will be used before it expires. In that case, the scaling of our production processes will not deliver the efficiencies we expect, and the cost per dose of our product candidates will be substantially higher. We may also encounter difficulties not only in developing freezing and thawing methodologies for large-scale use, but it is also possible that the freezing and thawing methodologies we develop and implement will not sufficiently preserve the function of one or more of our product candidates, thereby potentially negatively impacting certain clinical results.

We use a CRISPR-based nuclease to enable precise editing of the iPSC genome. Our gene-editing technology may create unintended changes to the DNA such as a non-target site gene-edit, a large deletion, or a DNA translocation, any of which could impact timelines for new product generation. We have developed various genome characterization assays to identify deletions/insertions that can occur as a result of gene editing.

The Affordable Care Act, or the ACA, includes a subtitle called the Biologics Price Competition and Innovation Act of 2009, or BPCIA, which created an abbreviated approval pathway for biological products that are biosimilar to or interchangeable with an FDA-licensed reference biological product. Under the BPCIA, an application for a highly similar or “biosimilar” product may not be submitted to the FDA until four years following the date that the reference product was first approved by the FDA. In addition, the approval of a biosimilar product may not be made effective by the FDA until 12 years from the date on which the reference product was first approved. During this 12-year period of exclusivity, another company may still market a competing version of the reference product if the FDA approves a full BLA for the competing product containing the sponsor’s own preclinical data and data from adequate and well-controlled clinical trials to demonstrate the safety, purity, and potency of their product. The law is complex and is still being interpreted and implemented by the FDA. As a result, its ultimate impact, implementation, and meaning are subject to uncertainty. In addition, complexities associated with the larger, and often more complex, structures of biological products such as cell and gene products we are developing, as well as the processes by which such products are manufactured, pose significant hurdles to implementation of the abbreviated approval pathway that are still being worked out by the FDA.

The design and implementation of clinical trials is a complex process. WhileAlthough thewe employeeshave whopreviously willconducted implement ourcompany-sponsored clinical trials haveof experienceCNTY-101 inand theare field, we, assupporting an organization,ongoing investigator-sponsored trial, we have not completedadvanced any product candidate through late-stage clinical trials.development or obtained regulatory approval for any product candidate. We have limited experience designing and implementing clinical trials, and we may not successfully or cost-effectively design and implement clinical trials that achieve our desired clinical endpoints efficiently, or at all. A clinical trial that is not well designed may delay or even prevent initiation of the trial, can lead to increased difficulty in enrolling patients, may make it more difficult to obtain regulatory approval for the product candidate on the basis of the study results, or, even if a product candidate is approved, could make it more difficult to commercialize the product successfully or obtain reimbursement from third-party payors. Additionally, a trial that is not well-designed could be inefficient or more expensive than it otherwise would have been, or we may incorrectly estimate the costs to implement the clinical trial, which could lead to a shortfall in funding.

Beyond CNTY-101, weWe may not be able to file our INDs or CTAs to commence clinical trials on the timelines we expect, and even if we are able to, the FDA or other global health authorities may not permit us to proceed.

We expect our pipeline to yield multiple additional INDs or CTAs, including INDs or CTAs for CNTY-308,andCNTY-813, CNTY-341our iPSC-derived beta islet cell replacement therapy, and CNTY-308, our CD19-targeted iPSC-derived CAR-T cell therapy, as well as additional future product candidates derived from our iPSC-derivediPSC allogeneic cell therapy platforms.platform. We cannot be sure that submission of an IND will result in the FDA allowing testing and clinical trials to begin, or that, once begun, issues will not arise that result in suspension or termination of such clinical trials. Because CNTY-813 and CNTY-308 are currently in IND-enabling development and have not yet been evaluated in human clinical trials, there is significant uncertainty regarding the scope of data that regulatory authorities may require prior to allowing clinical studies to proceed. The manufacturing of our product candidates remains an emerging and evolving field. Accordingly, we expect chemistry, manufacturing and control related topics, including product specifications, will be a focus of IND reviews, and unfavorable findings may delay or prevent the FDA from allowing us to proceed with clinical trials. Further, FDA guidelines for IND submissions may differ from those in the EU. For example, the cell line used to develop IPSC-308CNTY-308 and IPSC-341CNTY-341 was manufactured by RheinCell Therapeutics GmbH (a wholly owned subsidiary of Catalent) under EU standards. Because the FDA guidelines with respect to the manufacture and utilization of donor cells is not the same as in the EU, IND clearance for IPSC-308,CNTY-308, IPSC-341CNTY-341 and any other product candidates using cell lines developed under non-FDA standards may be delayed or ultimately not achieved which could impact our development timelines and harm our business, operating results, prospects, or financial condition.

We focus on the development of programmed cellular immunotherapies for patients with cancerT1D, cancer, and autoimmune diseases, including off-the-shelf NK- and T-cell product candidates and iPSC derived beta islet cell therapies generated from clonal master engineered iPSC lines. Because our iPSC-derived allogeneic cell therapy platforms are designed to enable rapid incorporation of novel functional product features in an evolving clinical setting, we may elect to incorporate these discoveries into next-generation product candidates that render our existing product candidates, including product candidates under clinical development, obsolete. Additionally, because we have limited financial and personnel resources, we may elect or be required to abandon or delay the pursuit of opportunities with existing or future product candidates, including those that may be more advanced in development than those we ultimately elect to pursue. In 2025, we reprioritized our pipeline and discontinued certain company-sponsored clinical programs, demonstrating that we may shift resources away from programs that are further along in development in favor of earlier-stage or next-generation candidates that we believe offer greater long-term potential. Such decisions involve complex judgments regarding scientific, clinical, regulatory, competitive and capital allocation considerations and may not ultimately prove successful. Due to these factors, our spending on current and future research and development programs and product candidates and the scientific innovation arising from these expenditures may not yield commercially viable product candidates.

We intend to study some of our product candidates in patient populations with significant comorbidities that may result in deaths or serious adverse events or unacceptable side effects and require us to abandon or limit our clinical development activities.

Patients we intend to treat with some of our product candidates may also receive chemotherapy agents, radiation, chronic immunosuppressants, biologics/monoclonal antibodies, and/or other cell therapy treatments in the course of treatment of their disease, and may therefore experience side effects or adverse events, including death, that are unrelated to our product candidates. While these side effects or adverse events may be unrelated to our product candidates, they may still affect the success of our clinical studies. The inclusion of critically ill patients in our clinical studies may result in deaths or other adverse medical events due to underlying disease or to other therapies or medications that such patients may receive. Any of these events could prevent us from advancing oursuch product candidates through clinical development, and from obtaining regulatory approval, and would impair our ability to commercialize oursuch product candidates, if approved. Any inability to advance our existing product candidates or any other product candidate through clinical development would have a material adverse effect on our business.

We may experience difficulties identifying and enrolling patients in our future clinical trials. Difficulty in enrolling patients could delay or prevent clinical trials of CNTY-101CNTY-813 or our other product candidates.

Identifying and qualifying patients to participate in future clinical trials of CNTY-101CNTY-813 and our other product candidates is critical to our success. TheAlthough CNTY-813 is currently in IND-enabling studies and has not yet entered human clinical trials, if we initiate clinical trials, the timing of our clinicalsuch trials dependswill depend in part on the speed at which we can recruit patients to participate in testing CNTY-101,our product candidates and we may experience delays in our clinical trials if we encounter difficulties in enrollment. The eligibility criteria of our clinical trials may limit the pool of available study participants as it will require patients to have specific characteristics that we can measure to ensure their disease is either severe enough or not too advanced to include them in a clinical trial. The process of finding and diagnosing patients may prove costly. We also may not be able to identify, recruit, and enroll a sufficient number of appropriate patients to complete our clinical trials because of demographic criteria for prospective patients, the perceived risks and benefits of the product candidate under study, the proximity and availability of clinical trial sites for prospective patients, and the patient referral practices of physicians. The availability and efficacy of competing therapies and clinical trials can also adversely impact enrollment. If patients are unwilling to participate in our trials for any reason, the timeline for recruiting patients, conducting trials, and obtaining regulatory approval of potential products may be delayed, the commercial prospects of CNTY-101CNTY-813 or our other product candidates will be harmed, and our abilitydevelopment totimelines generate product revenue from any of these product candidates couldmay be delayed or prevented.extended. Furthermore, our inability to enroll a sufficient number of patients for our clinical trials could result in significant delays or may require us to abandon one or more clinical trials altogether. Enrollment delays in our clinical trials may result in increased development costs and jeopardize our ability to achieve our clinical development timeline and goals, including the dates by which we will commence, complete, and receive results from clinical trials. Enrollment delays in our clinical trials may also jeopardize our ability to commence sales of and generate revenues from CNTY-101 or our other product candidates. Any of these occurrences may harm our business, financial condition, and prospects significantly.

CNTY-101CNTY-813 andor our other product candidates may cause adverse events or undesirable side effects that could delay or prevent its regulatory approval, limit the commercial profile of an approved label, or result in significant negative consequences following marketing approval, if any.

Public opinion and scrutiny of cell-based immuno-oncologyand genetically engineered therapies for treating cancercancer, autoimmune or immune-relatedother disorders,serious diseases, or negative clinical trial results from our cell-based therapy competitors, may impact public perception of our company and product candidates, or impair our ability to conduct our business.

Our iPSC-derived allogeneic cell therapy platforms utilize a relatively novel technology involving the genetic modification of iPSCs and utilization of those modified cells in other individuals, and no iNKiPSC-derived cell-basedimmune immunotherapycell or beta islet cell therapy developed using our platform has been approved to date. Public perception may be influenced by claims, such as claims that cell-based immunotherapyor isgenetically engineered therapies are unsafe, unethical, or immoral and, consequently, our approach may not gain the acceptance of the public or the medical community. In addition, the use of gene editing technologies and immune-evasion engineering in our product candidates may raise additional ethical, safety or long-term risk concerns among regulators, healthcare providers, patients and the broader public. Negative public reaction to cell-based immunotherapytherapies in general, or negative clinical trial results from our cell-based therapy competitors, could result in greater government regulation and stricter labeling requirements of cell-based immunotherapy products,therapies, including any of our product candidates, and could cause a decrease in the demand for any products we may develop. Adverse public attitudes may adversely impact our ability to enroll clinical trials. More restrictive government regulations or negative public opinion could have an adverse effect on our business or financial condition and may delay or impair the development and commercialization of our product candidates or demand for any products we may develop.

Changes in regulatory requirements, guidance from the FDA and other regulatory authorities, or unanticipated events during our IND-enabling studies and future clinical trials of CNTY-101CNTY-813 or our other product candidates may result in changes to preclinical studies or clinical trials or additional preclinical or clinical trial requirements, which could result in increased costs to us and could delay our development timeline.

Regulatory requirements governing biologic drug products, including iPSC-derived cell therapy products, are still evolving and it is difficult to determine how long it will take or how much it will cost to obtain regulatory approvals for CNTY-101CNTY-813 or our other product candidates. Changes in regulatory requirements, FDA guidance or guidance from other regulatory agencies, or unanticipated events during our preclinical studies or clinical trials may force us to terminate or adjust our development program.

In addition, the clinical trial requirements of the FDA and foreign regulatory authorities and the criteria these regulators use to determine the safety and efficacy of a product candidate vary substantially according to the type, complexity, novelty, intended use, and market of such product candidates. The regulatory approval process for novel product candidates such as ours can be more expensive and take longer than for other, better known or more extensively studied product candidates. The FDA, or the applicable regulatory authorities, may impose additional preclinical or clinical trial requirements. Amendments to clinical trial protocols would require resubmission to the FDA, or the applicable regulatory authorities as well as IRBs and ethics committees for review and approval, which may adversely impact the cost, timing, or successful completion of a clinical trial. If we experience delays completing, or if we terminate, any of our clinical trials, or if we are required to conduct additional preclinical or clinical trials, the commercial prospects for CNTY-101CNTY-813 or our other product candidates may be harmed and our abilitydevelopment totimelines generate product revenue willmay be delayed,extended, and it would materially adversely affect our business, financial condition, and results of operations.

Currently,The U.S. federal agenciesgovernment inhas shut down several times and from time to time, certain regulatory agencies, such as the U.S.FDA, arehave operating under a continuing resolution that is sethad to expirefurlough oncritical SeptemberFDA 30,employees 2025.and stop critical activities. Without appropriation of additionalsufficient funding to federal agencies, our business operations related to our product development activities for the U.S. market could be impacted. The ability of the FDA to review and approve new products or regulatory submissions can be affected by a variety of factors, including government budget and funding levels, statutory, regulatory, and policy changes, the FDA’s ability to hire and retain key personnel and accept the payment of user fees, and other events that may otherwise affect the FDA’s ability to perform routine functions. Average review times at the agency have fluctuated in recent years as a result. In addition, government funding of other government agencies that fund research and development activities is subject to the political process, which is inherently fluid and unpredictable. Disruptions at the FDA and other agencies may also slow the time necessary for new biologics or modifications to cleared or approved biologics to be reviewed and/or approved by necessary government agencies, which would adversely affect our business.

The manufacture and supply of our product candidates involve novel processes that are more complex than those required for most drugs, biologics and other cellular immunotherapies and, accordingly, present significant challenges and are subject to multiple risks. These complex processes include reprogramming human somatic cells to obtain iPSCs, genetically engineering these iPSCs, and differentiating the iPSCs to obtain the desired product candidate. As a result of the complexities in manufacturing biologics and distributing cell therapies, the cost to manufacture and distribute biologics and cell therapies in general, and our cell product candidates in particular, is generally higher than traditional small molecule chemical compounds. In addition, our cost of goodsCOGs development is at an early stage. The actual cost to manufacture and process our product candidates could be greater than we expect and could materially and adversely affect the commercial viability of our product candidates.

We are a clinical-stage biotechnology company harnessing the power of allogeneic pluripotent stem cell therapies to develop potentially curative cell therapy products for autoimmune diseasesdiseases, including T1D, and cancer. Our naturalbeta killer,islet, orT NK, T,cell and betaNK cell programs are allogeneic, meaning they are derived from healthy donors for use in any patient, rather than being sourced from an individual for their own specific use, as is the case with autologous T cells. As a result, we believe such “off-the-shelf" therapies have the potential to overcome the limitations of first-generation cell therapies by providing readily available treatments more quickly, reliably, at greater scale, and to a broader patient population. What we believe further sets us apart from other allogeneic approaches is our focus on induced pluripotent stem cells, or iPSCs,iPSCs which possess the unique ability to self-renew indefinitely and differentiate into any cell type, enabling virtually unlimited genetic editing, consistent reproducibility, and scalable manufacturing. We have created a comprehensive, genetically engineered allogeneic cell therapy platform that includes:

We are leveraging our expertise in cellular reprogramming, differentiation, genetic engineering, and manufacturing to develop therapies with the potential to provide enhanced clinical outcomes compared to existing cell therapy technologies and available therapeutic options. We are unique in the breadth of immune effector cell types we can generate from iPSCs, including iPSC-derived naturalbeta killerislet cells, or iNK cells, iPSC-derived gd T cells, or gd IT cells and iPSC-derived CD4+ and CD8+ ab T cells, or ab iT cells, and iPSC-derivediPSC- bnatural killer cells, or iNK cells. We believe this capability enables optimal matching of cell characteristics to disease indication, ensuring we target the right cell for the right indication. Further, we have developed a feeder-free, scalable process that recapitulates normal T cell development in a dish, allowing for what we believe to be the industry-first presentation of iPSC-derived CD4+ and CD8+ CAR-T cells that demonstrate αβ-like T cell function.

Our vision is to become a premier, fully integrated biotechnology company by developing and ultimately commercializing off-the-shelf allogeneic cell therapies that dramatically and positively transform the lives of patients suffering from life-threateningT1D, autoimmune diseases and cancers. To achieve our vision, we have assembled aour world-class team withis applying its decades of collective experience in cell therapy and drug development, manufacturing, and commercialization.

Based on our current business plans, we believe our cash, cash equivalents and investments as of December 31, 2024,2025 of $117.1 million, and the additional $126.7 million we received as net proceeds from our 2026 private placement, will be sufficient for us to fund our operating expenses and capital expenditures requirements into the fourthfirst quarter of 2026.2029. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. We anticipate that our expenses and operating losses will increase substantially over the foreseeable future. The expected increase in expenses will be driven in large part by our ongoing activities, if and as we:continue to advance our iPSC cell therapy platforms;

We anticipate that we will need to raise additional financing in the future to fund our operations, including funding for preclinical studies, clinical trials and the commercialization of any approved product candidates. We intend to use the proceeds from such financings to, among other uses, fund research and development of our product candidates and development programs, including our preclinical and clinical development of CNTY-101, and our other product candidates.programs. Until such time, if ever, as we can generate significant product revenue, we expect to finance our operations with our existing cash and cash equivalents, investments, any future equity or debt financings, and upfront and milestone and royalty payments, if any, received under future licenses or collaborations. We may not be able to raise additional capital on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, results of operations, and financial condition would be adversely affected. Because of the numerous risks and uncertainties associated with product development, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability.

On January 7, 2022, we entered into a Research,the Collaboration and License Agreement with Bristol-Myers Squibb Company to collaborate on the research, development and commercialization of induced pluripotent stem cell derived, engineered natural killer cell and/or gamma delta T cell programs for hematologic malignancies, initially focused on acute myeloid leukemia, and multiple myeloma, or the Collaboration Agreement.myeloma.

Fujifilm Cellular Dynamics, Inc. (FCDI)

On September 18, 2018, we entered into a license agreement, or the Differentiation License,License with FCDI. The Differentiation License, as amended, provides us with an exclusive license under certain patents and know-how related to human iPSC consisting of cells that are or are modifications of NK cells, T cells, dendritic cells and macrophages derived from human iPSC. In consideration for the Differentiation License, FCDI received 2,980,803 shares of common stock in connection with the Reorganization.

Also on September 18, 2018, we entered into the non-exclusive license, or the Reprogramming License,License with FCDI. The Reprogramming License, as amended, provides us with a non-exclusive license under certain patents and know-how related to the reprogramming of human somatic cells to iPSCs and provide us access to iPSC lines for clinical use. Under the Reprogramming License, we are required to make certain developmental and regulatory milestone payments as well as royalty payments upon commercialization in the low single digits. In connection with the Reprogramming License, we entered into a collaboration agreement, or the FCDI Collaboration Agreement,Agreement with FCDI on October 21, 2019, pursuant to which we agreed to fund research and development work at FCDI pursuant to a research plan.

On October 21, 2019, we entered intoUnder the FCDI Collaboration Agreement with FCDI, wherebyAgreement, FCDI provides certain services to us to develop and manufacture iPSCs and immune cells derived therefrom. Under the terms of the FCDI Collaboration Agreement, as amended, FCDI will provide services in accordance with the approved research plan and related research budget. The initial research plan covers the period from the date of execution of the FCDI Collaboration Agreement through March 31, 2022. On July 29, 2022 we amended the FCDI Collaboration Agreement to extend the term through September 30, 2025.

On January 7, 2022, we and FCDI entered into a letter agreement, or the Letter Agreement, which amends each of the FCDI agreementsAgreements as further discussed in Note 16 to our consolidated financial statements. Pursuant to the Letter Agreement, and in consideration for amending the FCDI Agreements, we agreed to pay to FCDI (i) an upfront payment of $10$10.0 million, (ii) a percentage of any milestone payments received by us under the FCDI Collaboration Agreement, in respect of achievement of development or regulatory milestones specific to Japan, and (iii) a percentage of all royalties received by us under the FCDI Collaboration Agreement in respect of sales of products in Japan.

On September 22, 2023, we and FCDI entered into athe worldwideAutoimmune licenseLicense agreementwith FCDI, whereby FCDI will grant non-exclusive licenses to us 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, or Autoimmune License.diseases. Under the terms of the Autoimmune License, FCDI will be eligible to receive certain development and regulatory milestone payments as well as low single digitsingle-digit royalties related to products developed in connection with the Autoimmune License. In addition, on September 22, 2023, we and FCDI amended the Reprogramming License, Differentiation License and the FCDI Collaboration Agreement to expand our existing license related to the development and commercialization of iPSC-derived cancer immunotherapeutic to also include inflammatory and autoimmune diseases. In connection with the entry into the Autoimmune License and the amendments to the Reprogramming License and Differentiation License, we recorded an upfront payment in the amount of $4.0 million which is included as In-process research and development in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2023. In addition, we paid FCDI a $1.0 million milestone fee pursuant to the Autoimmune License for filing of the IND for SLE for CNTY-101 in 2023. There were no payments related to the Autoimmune License in 2024.

During the years ended December 31, 20242025 and 2023,2024, we made payments of $7.4$2.0 million and $5.2$7.4 million and incurred research and development expenses of $6.3$0.9 million and $0.0$6.3 million, in-process research and development expenses of $0.0 million$0 and $5.0$0.5 million and legal fees of $0.1 million and $0.2$0.1 million, respectively, related to the FCDI agreements.Agreements. The legal fees are recorded within general and administrative expenses in the consolidated statements of operations and comprehensive loss.

We have not generated any revenue from product sales and do not expect to generate any revenue from the sale of products for the foreseeable future. Our revenues to date were generated through our collaboration, option and license agreement with Bristol-Myers Squibb, which was terminated,terminated effective as ofin March 12, 2025. We recognizerecognized revenue over the expected performance period under this agreement. We expect that our revenue for the next several years will be derived primarily from this agreement and any any collaborations that we may enter into in the future. To date, we have not received any royalties under any of our existing and former collaboration agreements.

We reviewedreview our amortizable long lived assets, consisting primarily of our lease related right of use assets and property and equipmentequipment, related assets forwhen impairment indicators are present by comparing the carrying values of the assets with their estimated future undiscounted cash flows. An impairment charge was calculated asShould the difference between asset carrying valuesvalue andof the long lived assets exceed the undiscounted cash flows, the Company calculates the fair value of the underlying long lived assets, utilizing a discounted cash flows,flow indicativeapproach, fairwhich market quotes received areis considered a level three fair value estimates. We incurred $16.4 million in impairment during the year ended December 31, 2023. There were no impairment charges incurred in 2024.estimate.

Due to historical losses, we maintain a full valuation allowance against the unrealizable portion of our deferred tax assets. For the year ended December 31, 2024, we recorded $1.8 million in provisions for income taxes in the accompanying consolidated financial statements. The main drivers of the tax provision during the year endedends December 31, 20242025 are thestate 2023deferred taxes and 2024 federal and state provision-to-return adjustments and state tax revaluation of the deferred tax liability for the Clade IPR&D intangible.

For the yearyears ended December 31, 20242025 and 2023,2024, we recognized revenue of $6.6$109.2 million and $2.2$6.6 million under the Collaboration Agreement with Bristol-Myers Squibb, respectively. Revenue recognized under Collaboration Agreement fluctuated based on the amount and timing of expenses incurred under the agreement. See Notes 9 and 19 to our consolidated financial statements for additional information. The Collaboration Agreement was terminated,terminated effective as ofin March 12, 2025. As such, we expectrecognized tothe recognizeremaining transaction price of $109.2 million of collaboration for the quarter ended March 31, 2025, and thereafter ouras collaboration revenue is expected to reduce significantly forduring the foreseeableyear ended December 31, 2025. There will be no future unlesscollaboration werevenues enterrecognized intounder newthis collaborationscollaboration or similar arrangements, or obtain new sources of revenue.agreement.

Research and development expenses were $107.2$95.7 million and $92.7$107.2 million for the years ended December 31, 20242025 and 2023,2024, respectively. The increasedecrease of $14.5$11.6 million was primarily due to:

General and administrative expenses were $33.2$24.0 million and $34.7$33.2 million for the years ended December 31, 20242025 and 2023,2024, respectively. The decrease of $1.5$9.2 million was primarily duethe toresult of a decrease in employeelegal headcountfees duringassociated with the 2024Clade fiscalacquisition year.in 2024, a gain on lease modification of $1.4 million, a gain on the reduction of contingent consideration liability of $4.5 million, and a decrease in stock-based compensation of $3.4 million.

To date, we have funded our operations from public and private issuances and sales of our equity securities, debt financing and collaboration revenues. Since our inception, we have raised approximately $666$793.0 million in net proceeds from the sales of our equity securities. As of December 31, 2024,2025, we had cash, and cash equivalents of $58.4$61.9 million and investments of $161.7$55.3 million. Based on our research and development plans, we believe our existing cash, cash equivalents and investments, and the additional $126.7 million we received as net proceeds from our 2026 private placement will be sufficient to fund our operating expenses and capital expenditures requirements into the fourthfirst quarter of 2026.2029. Since our inception, we have incurred significant operating losses. We have not yet commercialized any products and we do not expect to generate revenue from sales of any product candidates for a number of years, if ever. We had an accumulated deficit of $782.3$796.9 million as of December 31, 2024.2025.

In July 2022, we entered into a Sales Agreement, or the Sales Agreement, with Cowen and Company, LLC,LLC or Cowen, under which we may offer and sell, from time to time in our sole discretion, shares of our common stock, having an aggregate offering price of up to $150$150.0 million through Cowen as sales agent. DuringIn theFebruary year ended December 31,of 2024, 4,084,502 shares of common stock were issued and sold pursuant to the Sales Agreement at a weighted-average price of $4.50 per share, resulting in approximately $18.4 million in gross proceeds. DuringNo the fiscal year ended December 31, 2023, thereshares were no sales madesold under the Sales Agreement.Agreement in 2025.

In April 2024, we entered into a securities purchase agreement,agreement oror, the 2024 Securities Purchase AgreementAgreement, with certain institutional accredited investors, or the 2024 Investors, pursuant to which we issued and sold to the 2024 Investors in a private placement an aggregate of 15,873,011 shares of common stockstock, or the Private Placement Shares, at a price of $3.78 per share, or the 2024 Private Placement. We received aggregate gross proceeds from the 2024 Private Placement of approximately $60$60.0 million, before deducting placement agent fees and offering expenses.

Net cash used in operating activities was $110.1$103.9 million and $88.3$110.1 million for the years ended December 31, 20242025 and 2023,2024, respectively. Net cash used in operating activities during the year ended December 31, 20242025 consisted primarily of a net loss of $126.6$9.6 million.million, Theoffset by the impact of non-cash charges ofand $25.7the million consisted primarilyimpact of $13.3the million for depreciation, stock-based compensation expenserecognition of $12.7the million,remaining andBMS impairmentrevenues in 2025 of goodwill of $4.3$109.2 million. These charges were offset by amortization of marketable securities of $4.8 million and gain on contingent consideration liability of $1.4 million.

Net cash used in operating activities was $88.3$110.1 million for the year ended December 31, 2023.2024. Net cash used in operating activities during the year ended December 31, 20232024 consisted primarily of a net loss of $136.7$126.6 million. The non-cash charges of $38.9$25.7 million consisted primarily of $13.0$13.3 million for depreciation, stock-based compensation expense of $14.6$12.7 million, and impairment of long lived assetsgoodwill of $16.4$4.3 million. ChangesThese incharges operatingwere leaseoffset by accretion of investments of $4.8 million and gain on contingent consideration liability of $1.2$1.4 million, net were primarily driven by the receipt of $11.9 million of tenant reimbursement.million.

Cash provided by investing activities was $47.5$107.5 million and $61.1$47.5 million for the years ended December 31, 20242025 and 2023,2024, respectively. Cash provided by investing activities for the year ended December 31, 20242025 consisted primarily of the sale of fixed maturity securities of $176.8$159.5 million, which was partially offset by purchases of fixed maturity securities of $119.5$51.2 million and acquisition of Cladeproperty $9.6and equipment of $0.8 million.

Cash provided by investing activities was $61.1$47.5 million for the year ended December 31, 2023.2024. Cash provided by investing activities for the year ended December 31, 20232024 consisted primarily of the sale of fixed maturity securities of $283.9$176.8 million, which was partially offset by purchases of fixed maturity securities of $212.7$119.5 million and acquisition of propertyClade andfor equipment of $13.7$9.6 million.

Cash provided by (used in) financing activities was $74.6$0.2 million and ($9.7)$74.6 million for the years ended December 31, 2024,2025, and 2023,2024, respectively. Cash provided by financing activities for the year ended December 31, 20242025 consisted of $17.8 million from proceeds from our at-the-market capital raise, $56.6 million from proceeds from our PIPE financing, and $0.1 millionwas from issuance of our common stock from equity incentive plans pursuant to the exercise of employee stock options.

Cash (usedprovided in)by financing activities was $9.7$74.6 million for the year ended December 31, 20232024 and consisted of $10.2$17.8 million forfrom paymentsproceeds onfrom long-termour debt,at-the-market partiallycapital offsetraise, by$56.6 $0.5million from proceeds from our 2024 Private Placement, and $0.1 million from issuance of our common stock from equity incentive plans pursuant to the exercise of employee stock options and purchases through the Employee Stock Purchase Plan, or ESPP.options.

We are also a “smaller reporting company,company.” meaning that the market value of our stock held by non-affiliates is less than $700.0 million and our annual revenue is less than $100.0 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250.0 million or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700.0 million as of the last business day of the second fiscal quarter of such year. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

Clinical trial costs are a component of research and development expenses. We expense costs for our 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. We use information it receives from internal personnel and outsideexternal service providers to estimate the clinical trial costs incurred.

To date, we have not experienced any material differences between accrued costs and actual costs incurred. However, the status and timing of actual services performed may vary from our estimates, resulting in adjustments to expenses in future periods. Changes in these estimates that result in material changes to our accruals could materially affect our results of operations.operations in future periods.

We are a biotechnology company harnessing the power of allogeneic pluripotent stem cell therapies to develop potentially curative cell therapy products for autoimmune diseases, including type 1 diabetes,diabetes or T1D,(“T1D”), and cancer. Our islet, T cell and NK cell programs are allogeneic, meaning they are derived from healthy donors for use in any patient, rather than being sourced from an individual for their own specific use, as is the case with autologous T cells. As a result, we believe such “off-the-shelf"” therapies have the potential to overcome the limitations of first-generation cell therapies by providing readily available treatments more quickly, reliably, at greater scale, and to a broader patient population. What we believe further sets us apart from other allogeneic approaches is our focus on induced pluripotent stem cells,cells or iPSCs,(“iPSCs”), which possess the unique ability to self-renew indefinitely and differentiate into any cell type, enabling virtually unlimited genetic editing, consistent reproducibility, and scalable manufacturing. We have created a comprehensive, genetically engineered allogeneic cell therapy platform that includes:

We are leveraging our expertise in cellular reprogramming, differentiation, genetic engineering, and manufacturing to develop therapies with the potential to provide enhanced clinical outcomes compared to existing cell therapy technologies and available therapeutic options. We are unique in the breadth of cell types we can generate from iPSCs, including iPSC-derived islet cells, iPSC-derived CD4+ and CD8+ ab T cells,orcells, (“ab iT cells,cells”), and iPSC- naturaliPSC-natural killer cells,cells or (“iNK cells.cells”), among other cell types. We believe this capability enables optimal matching of cell characteristics to disease indication, ensuring we target the right cell for the right indication. Core to our unique approach is engineering a suite of precise gene edits into each product that are designed to safely avoid the patient’s own immune system to enable durable, potentially curative, effects.

We also continue to make progress withadvance IND-enabling studies for CNTY-308, a CD19-targeted CD4+/CD8+ ab CAR-iT cell therapy functionally comparable to primary T cells and engineered with Allo-Evasion™ 5.0. CNTY-308 is5.0, being developed as a potential treatment for B-cell-mediated diseases. FollowingIn successfulpreviously presented preclinical studies, CNTY-308 demonstrated functional comparability to primary CAR-T cells, including target-mediated proliferation, cytokine secretion, and long-term persistence. Subject to completion of these IND-enabling studies,studies and the receipt of requisite regulatory approval,clearance, we expect CNTY-308 to initiateenter clinicalthe studiesclinic in 2026.

Based on our current business plans, we believe our cash, cash equivalents and investments as of MarchJune 31,30, 2026 of $217.0$197.2 million will be sufficient for us to fund our operating expenses and capital expenditures requirements into the first quarter of 2029. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. We anticipate that our expenses and operating losses will increase substantially over the foreseeable future. The expected increase in expenses will be driven in large part by our ongoing activities, if and as we:

We also have entered into a sublicense agreement with iCELL and a master services agreement with DBio.Distributed Bio, Inc. (“DBio”). See “Note 7—Commitments and contingencies” to our consolidated financial statements.

Research and development expenses consist of personnel-related costs, including salaries, and benefits, stock compensation expense, external research and development expenses incurred under arrangements with third parties, laboratory supplies, costs to acquire and license technologiestechnologies, facility and other allocated expenses, including rent, depreciation, and allocated overhead costs, and other research and development expenses.

Research and development activities account for a significant portion of our operating expenses. We anticipate that our research and development expenses will increase for the foreseeable future as we expand our research and development efforts including expanding the capabilities of our iPSC cell therapy platforms, identifying product candidates, progressing preclinical studies and clinical trials, including for our first clinical product candidate CNTY-101, seeking regulatory approval of our product candidates, and incurring costs to acquire and license technologies aligned with our goal of translating iPSCs to therapies. A change in the outcome of any of these variables could mean a significant change in the costs and timing associated with the development of our product candidates.

We incurred no impairment expense during the threesix months ended MarchJune 31,30, 2026 and 2025.

Comparison of the three months ended MarchJune 31,30, 2026 and 2025.

Research and development expenses were $17.1$19.6 million and $26.6$26.9 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The decrease of $9.5$7.3 million was primarily due to:

General and administrative expenses were $6.6$5.8 million and $8.4$7.8 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. This decrease was primarily due to a reduction in personnel, and remeasurement of the contingent consideration liability offset by an increase in facility and other allocated costs due to the portfolio prioritization announced in the third quarter of 2025.prioritization.

InterestThe incomeloss on the termination of the partial lease was $2.0$11.1 million and $2.4 million$0 for the three months ended MarchJune 31,30, 2026 and 2025, respectively,respectively. whichThis relatedincrease was due to interestthe earnedpartial ontermination ourof cash,the cashlease equivalents,of andthe investmentCompany’s balances.Philadelphia, Pennsylvania headquarters.

To date, we have funded our operations from the issuance and sale of our equity securities, debt financing and collaboration revenues. Since our inception, we have raised approximately $792 million in net proceeds from the sales of our equity securities. As of MarchJune 31,30, 2026, we had cash, and cash equivalents of $51.0$49.6 million and investments of $165.9$147.5 million. Based on our research and development plans, we believe our existing cash, cash equivalents and investments, will be sufficient to fund our operating expenses and capital expenditures requirements into the first quarter of 2029. Since our inception, we have incurred significant operating losses. We have not yet commercialized any products and we do not expect to generate revenue from sales of any product candidates for a number of years, if ever. We had an accumulated deficit of $813.6$848.1 million as of MarchJune 31,30, 2026.

In July 2022, we entered into athe Sales Agreement with Cowen under which we may offer and sell, from time to time in our sole discretion, shares of our common stock, having an aggregate offering price of up to $150 million through Cowen as sales agent. In February of 2024, 4,084,502 shares of common stock were issued and sold pursuant to the Sales Agreement at a weighted-average price of $4.50 per share, resulting in approximately $18.4 million in gross proceeds.

In April 2024, we entered into a securities purchase agreement or, (the “Securities Purchase Agreement,Agreement”) with certain institutional accredited investors, or the Investors, pursuant to which we agreed to issue and sell to the Investors in a private placement an aggregate of 15,873,011 shares of common stock,stock or (the “Private Placement Shares,Shares”) at a price of $3.78 per share,share or (“the Private Placement.Placement”). We received aggregate gross proceeds from the Private Placement of approximately $60 million, before deducting placement agent fees and offering expenses.

In January 2026, we entered into a securities purchase agreement with certain institutional accredited investors (the “2026 Investors”),Investors, pursuant to which we issued and sold to the 2026 Investors in a private placement (the “2026 Private Placement”) (i) 92,030,595 shares of its common stock and accompanying warrants to purchase an aggregate of 58,695,648 shares of common stock (or pre-funded warrants in lieu thereof) and (ii) in lieu of common stock, to certain investors, pre-funded warrants to purchase an aggregate of up to 25,360,704 shares of its common stock and accompanying warrants to purchase 12,680,352 shares of common stock (or pre-funded warrants in lieu thereof), at an exercise price of $0.0001 per pre-funded warrant. The combined offering price of each share of common stock and accompanying common stock warrant was $1.15. The combined offering price of each pre-funded warrant and accompanying common stock warrant was $1.1499. The pre-funded warrants are exercisable immediately. Each common stock warrant has an exercise price per share of $2.60. The common stock warrants are exercisable from the date of issuance and will expire 30 days following the public announcement of initial Phase 1 clinical data for CNTY-813 or, if earlier, on the third anniversary of closing. Aggregate gross proceeds were $135.0 million before deducting placement agent fees and offering expenses.

Net cash used in operating activities was $25.3$45.1 million and $34.6$62.2 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. Net cash used in operating activities during the threesix months ended MarchJune 31,30, 2026 consisted primarily of our net loss of $21.6 million offset by non-cash charges of $2.8$56.2 million and a decrease of $6.4$5.8 million in our net operating assets and liabilities.liabilities, offset by non-cash charges of $16.9 million. The non-cash charges of $2.8 million consisted primarily of $3the loss on the terminated lease component of $11.1 million, $5.6 million for depreciation expense, stock-based compensation expense of $3.4 million, and non-cash operating lease expense of $0.4 million, and stock-based compensation expense of $1.4$0.8 million, partially offset by gainthe onchange remeasurementin fair value of the contingent consideration liabilityof $3.8 million with the remaining change due to the accretion of $1.8 million, and amortization of marketable securities of $0.2 million.investments. The change in operating assets and liabilities was primarily due to a $0.8$1.2 million decreaseincrease in operatingprepaid lease liability, a $1.6 million decrease in accounts payable,expenses and a $4$2.8 million decrease in accrued expenses.expenses and other liabilities.

Net cash used in operating activities during the threesix months ended MarchJune 31,30, 2025 consisted primarily of our net income of $76.5$44.0 million and a non-cash charges of $10.7 million, offset by a decrease of $116.2$116.8 million in our net operating assets and liabilities, partially offset by non-cash charges of $5.0 million.liabilities. The non-cash charges of $5.0$10.7 million consisted primarily of $3.2$6.4 million for depreciation expense, non-cash operating lease benefit of $0.5$1.0 million, a decrease in lease liability due to a lease termination, and stock-based compensation expense of $2.4$4.6 million, partially offset by amortization of marketable securities of $0.9$1.5 million and gainloss on contingent consideration liability of $0.2$0.1 million. The change in operating assets and liabilities was primarily due to a $1.2$2.3 million decrease in operating lease liability, a $109.2 million decrease in deferred revenue due to the termination of the BMS Collaboration Agreement with Bristol-Myers Squibb,Agreement, and a $6.5$5.8 million decrease in accrued expenses.

Net cash used in investing activities was $112.6$94.9 million for the threesix months ended MarchJune 31,30, 2026 and net cash provided by investing activities was $27.9$60.5 million for the threesix months ended MarchJune 31,30, 2025. Cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 consisted primarily of the acquisition of property and equipment for $0.6 million, and acquisitionpurchase of fixed maturity securities for $140.7$156.7 millionmillion, which was partially offset by proceeds from the sale of fixed maturity securities of $28.7$63.0 million.

Net cash provided by investing activities was $27.9 million for the three months ended March 31, 2025. Cash provided by investing activities for the threesix months ended MarchJune 31,30, 2025 consisted primarily of the sale of fixed maturity securities of $43.3$85.8 million, which was partially offset by purchases of fixed maturity securities of $14.9$24.6 millionmillion.

Net cash provided by financing activities was $126.6$126.9 million and $0.1 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. Cash provided by financing activities consisted of $0.2 million from issuanceprimarily of our common stock from equity incentive plans pursuant to the exercise of employee stock options, and $126.4 million ofin proceeds from the 2026 Private Placement.

Net cash provided by financing activities was $0.1 million for the threesix months ended MarchJune 31,30, 2025. Cash provided by financing activities consisted of $0.1 million from issuance of our common stock from equity incentive plans pursuant to the exercise of employee stock options.

The following table summarizes our significant contractual obligations and commitments as of MarchJune 31,30, 2026:

Payment obligations under our license, collaboration, and acquisition and merger agreementsagreements, and lease payment guaranty as of MarchJune 31,30, 2026 are contingent upon future events such as our achievement of pre-specified development, regulatory, and commercial milestones, or royalties on net product sales.sales, or the financial condition of an unrelated third party. As of MarchJune 31,30, 2026, the timing and likelihood of achieving the milestones and success payments and generating future product salessales, or resuming payments on the terminated lease component, are uncertain and therefore, any related payments are not included in the table above. We also enter into agreements in the normal course of business for sponsored research, preclinical studies, contract manufacturing, and other services and products for operating purposes, which are generally cancelable upon written notice. These obligations and commitments are not included in the table above. See Note 77, “Commitments and contingencies” for additional information.

Refer to Note 2, “Summary of Significant Accounting Policies,Policies and Basis of Presentation,” included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of our critical accounting policies.

During the threesix months ended MarchJune 31,30, 2026, there were no material changes to our critical accounting policies from those described in our audited financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on March 12, 2026, except as noted above.