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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivative Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $2.69 | 06/20/2024 | A | 44,000 | (1) | 06/20/2034 | Common Stock | 44,000 | $ 0 | 44,000 | D | ||||
The option vests on the earlier of (a) June 20, 2025, or (b) the next annual meeting of stockholders, in each case subject to the Reporting Person's continued service through the applicable vesting date. | |
| Remarks: Exhibit 24 - Power of Attorney | |
| Signatures | ||
/s/ Douglas Carr, Attorney-in-Fact | 06/21/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints each of Brent Pfeiffenberger, Douglas Carr
and Gregory Russotti of Century Therapeutics, Inc. (the "Company"),
signing singly, and with full power of substitution, as the
undersigned's true and lawful attorney-in-fact to:
1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of the Company,
Forms 3, 4 and 5, in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;
2) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to (A) complete
and execute any such Forms 3, 4 or 5 (B), complete and execute any
amendment or amendments thereto, and (C) timely file such forms with
the United States Securities and Exchange Commission and any stock
exchange or similar authority; and
3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary or proper to be
done in the exercise of any of the rights and powers herein granted,
as fully to all intents and purposes as the undersigned might or
could do if personally present with full power of substitution or
revocation, hereby ratifying and confirming all that each such
attorney-in-fact or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of
the undersigned, is not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms
3, 4, and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 20th day of June, 2024.
/s/ Timothy Walbert
Name: Timothy Walbert