Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
Century Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
15673T100
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing of this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| CUSIP No. 15673T100 | Page 2 of 7 Pages |
| 1. | Name of Reporting Person | ||
| Bayer Aktiengesellschaft | |||
| 2. | Check the Appropriate Box if a Member of a Group | ||
| (a) ¨ | |||
| (b) x | |||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization | ||
| Germany | |||
| 5. | Sole Voting Power | ||
| Number of | 0 | ||
| Shares | 6. | Shared Voting Power | |
| Beneficially | |||
| Owned By | 12,675,838 | ||
| Each Reporting | 7. | Sole Dispositive Power | |
| Person with | |||
| 0 | |||
| 8. | Shared Dispositive Power | ||
| 12,675,838 | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
| 12,675,838 | |||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares | ||
| Not Applicable | |||
| 11. | Percent of Class Represented by Amount in Row (9) | ||
| 23.2%1 | |||
| 12. | Type of Reporting Person | ||
| HC, CO | |||
1 This percentage is based on 54,641,380 shares of common stock, $0.0001 par value per share (the ȁ C;Common Stock”) of Century Therapeutics, Inc., a Delaware corporation (the “Issuer”), outstanding as of November 8, 2021, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (the “Form 10-Q”), as filed with the Securities and Exchange Commission (the “SEC”) on November 10, 2021.
| CUSIP No. 15673T100 | Page 3 of 7 Pages |
| 1. | Name of Reporting Person | ||
| Bayer World Investments B.V. | |||
| 2. | Check the Appropriate Box if a Member of a Group | ||
| (a) ¨ | |||
| (b) x | |||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization | ||
| The Netherlands | |||
| 5. | Sole Voting Power | ||
| Number of | 0 | ||
| Shares | 6. | Shared Voting Power | |
| Beneficially | |||
| Owned By | 12,675,838 | ||
| Each Reporting | 7. | Sole Dispositive Power | |
| Person with | |||
| 0 | |||
| 8. | Shared Dispositive Power | ||
| 12,675,838 | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
| 12,675,838 | |||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares | ||
| Not Applicable | |||
| 11. | Percent of Class Represented by Amount in Row (9) | ||
| 23.2%2 | |||
| 12. | Type of Reporting Person | ||
| CO | |||
2 This percentage is based on 54,641,380 shares of the Issuer’s Common Stock outstanding as of November 8, 2021, as reported in the Issuer's Form 10-Q, as filed with the SEC on November 10, 2021.
| CUSIP No. 15673T100 | Page 4 of 7 Pages |
| Item 1(a) | Name of Issuer |
Century Therapeutics, Inc. (the “Issuer”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices |
3675 Market Street, Philadelphia, Pennsylvania 19104
| Item 2(a) | Name of Person Filing |
This Schedule 13G is being jointly filed by Bayer Aktiengesellschaft (“Bayer”) and Bayer World Investments B.V. (“BWI”) (collectively, the “Reporting Persons”).
| Item 2(b) | Address of Principal Business Office, or if none, Residence |
The business address for Bayer is Bayerwerk, Gebaeude W11, Kaiser-Wilhelm-Allee 1, Leverkusen, Germany 51373.
The business address for BWI is Energieweg 1, Mijdrecht, The Netherlands 3641RG.
| Item 2(c) | Citizenship |
The Reporting Persons are citizens of:
Bayer — Germany
BWI — The Netherlands
| Item 2(d) | Title of Class of Securities |
Common Stock, par value $0.0001 per share (“Common Stock”)
| Item 2(e) | CUSIP Number |
15673T100
| Item 3. | Filing pursuant to Rules 13d-1(b) or 13d-2(b) or (c) |
Not Applicable
| Item 4. | Ownership |
(a) BWI is the direct beneficial owner of an aggregate of 12,675,838 shares of Common Stock, which represents 23.2% of the Issuer’s outstanding Common Stock based upon 54,641,380 shares outstanding on November 8, 2021 as reported by the Issuer in its Form 10-Q as filed with the SEC on November 10, 2021.
| CUSIP No. 15673T100 | Page 5 of 7 Pages |
BWI is an indirect, wholly owned subsidiary of Bayer. Accordingly, Bayer may be deemed to be an indirect beneficial owner of the shares of Common Stock beneficially owned directly by BWI.
| (b) | Percent of class: |
Bayer — 23.2%
BWI — 23.2%
| (c) | Number of shares as to which such person has: |
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote:
Bayer — 12,675,838
BWI — 12,675,838
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
Bayer — 12,675,838
BWI — 12,675,838
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certification |
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
| CUSIP No. 15673T100 | Page 6 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 11, 2022
| BAYER AKTIENGESELLSCHAFT | ||
| By: | /s/ Deny-Jean Silny | |
| Deny-Jean Silny, Head of Legal Mergers & Acquisitions | ||
| BAYER WORLD INVESTMENTS B.V. | ||
| By: | /s/ Patrick Lennaerts | |
| Patrick Lennaerts, Managing Director | ||
| CUSIP No. 15673T100 | Page 7 of 7 Pages |
EXHIBIT INDEX
| A. | Joint Filing Agreement, dated February 11, 2022, by and between Bayer Aktiengesellschaft and Bayer World Investments B.V. |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree to jointly prepare and file with the United States Securities and Exchange Commission this Schedule 13G and any future amendments hereto (including amendments on Schedule 13D or Schedule 13G, as applicable) reporting each of the undersigned’s ownership of securities of Century Therapeutics, Inc., and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
Date: February 11, 2022
| BAYER AKTIENGESELLSCHAFT | ||
| By: | s/ Deny-Jean Silny | |
| Deny-Jean Silny, Head of Legal Mergers & Acquisitions | ||
| BAYER WORLD INVESTMENTS B.V. | ||
| By: | /s/ Patrick Lennaerts | |
| Patrick Lennaerts, Managing Director | ||