tm269927-1_424b5 - none

424B5 1 tm269927-1_424b5.htm 424B5 tm269927-1_424b5 - none - 6.4733564s

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-288616

PROSPECTUS SUPPLEMENT (To Prospectus dated January 9, 2026)

$150,000,000
Common Stock

We have previously entered into a sales agreement, or Sales Agreement, with Cowen and Company, LLC, predecessor to TD Securities (USA) LLC, or TD Cowen, dated July 1, 2022, relating to the sale of shares of our common stock, par value $0.0001 per share, offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $150,000,000, from time to time through or to TD Cowen, acting as our agent. Of that amount, we have sold shares of our common stock having an aggregate offering price of $18,380,259 as of the date of this prospectus supplement, pursuant to a Registration Statement on Form S-3 (File No. 333-265975) and accompanying prospectus filed on July 1, 2022. Accordingly, as of the date of this prospectus supplement, shares of common stock having an aggregate offering price of up to $131,619,741 remain available for offer and sale pursuant to this prospectus supplement.

Our common stock trades on the Nasdaq Capital Market under the symbol “IPSC.” On March 25, 2026, the last sale price of our common stock reported on the Nasdaq Capital Market was $2.07 per share.

Sales of our common stock, if any, under this prospectus supplement will be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or the Securities Act. TD Cowen is not required to sell any specific amount of securities, but will use commercially reasonable efforts consistent with their normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock Market, on mutually agreed terms between TD Cowen and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

The compensation to TD Cowen for sales of our common stock sold pursuant to the Sales Agreement will be equal to 3.0% of the aggregate gross proceeds of any shares of our common stock sold under the Sales Agreement. In connection with the sale of the common stock on our behalf, TD Cowen will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation paid to TD Cowen will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to TD Cowen with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act. See “Plan of Distribution” beginning on page S-15 for additional information regarding the compensation payable to TD Cowen.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. BEFORE MAKING AN INVESTMENT DECISION, PLEASE READ THE RISKS DESCRIBED UNDER THE CAPTION “RISK FACTORS” BEGINNING ON PAGE S-7 OF THIS PROSPECTUS SUPPLEMENT AND IN THE DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS SUPPLEMENT AND ACCOMPANYING PROSPECTUS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

TD Cowen

The date of this prospectus supplement is March 26, 2026.

	Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-1
PROSPECTUS SUPPLEMENT SUMMARY		S-2
THE OFFERING		S-5
RISK FACTORS		S-7
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-9
USE OF PROCEEDS		S-11
DILUTION		S-12
PLAN OF DISTRIBUTION		S-14
LEGAL MATTERS		S-16
EXPERTS		S-17
WHERE YOU CAN FIND MORE INFORMATION		S-18
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		S-18

	Page
ABOUT THIS PROSPECTUS		1
WHERE YOU CAN FIND MORE INFORMATION		2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		4
ABOUT THE COMPANY		6
RISK FACTORS		8
USE OF PROCEEDS		9
SECURITIES THAT MAY BE OFFERED		10
DESCRIPTION OF CAPITAL STOCK		11
DESCRIPTION OF DEBT SECURITIES		14
DESCRIPTION OF WARRANTS		21
DESCRIPTION OF UNITS		23
DESCRIPTION OF OUR SUBSCRIPTION RIGHTS		24
GLOBAL SECURITIES		25
PLAN OF DISTRIBUTION		29
LEGAL MATTERS		32
EXPERTS		33

Assumed public offering price per share			$	2.07
Net tangible book value per share as of December 31, 2025	$	1.43
Pro forma net tangible book value per share as of December 31, 2025, after giving effect to the 2026 Private Placement	$	1.40
Increase in pro forma net tangible book value per share attributable to new investors purchasing shares in this offering	$	0.16
Pro forma as adjusted net tangible book value per share as of December 31, 2025 after giving effect to our 2026 Private Placement and this offering			$	1.56
Dilution per share to investors in this offering			$	0.51

SEC Form 424B5 filed by Century Therapeutics Inc.