Century Therapeutics (IPSC) SC 13G Century Therapeutics / Versant Venture Capital VI ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO

13d-2 (b)

(Amendment No. )

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)

☒ Rule 13d-1(d)

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 (however, see the Notes).

CUSIP No. 15673T100 13G

1.	Name of Reporting Persons   Versant Venture Capital VI, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☒(1)
3.	SEC Use Only
4.	Citizenship or Place of Organization   Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With	5.	Sole Voting Power   12,366,814 shares of Common Stock (2)
	6.	Shared Voting Power   0
	7.	Sole Dispositive Power   12,366,814 shares of Common Stock (2)
	8.	Shared Dispositive Power   0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   12,366,814 shares of Common Stock (2)
10.	Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)   ☐
11.	Percent of Class Represented by Amount in Row 9   22.6% (3)
12.	Type of Reporting Person (See Instructions)   PN

(1) This Schedule 13G is filed by Versant Venture Capital VI, L.P. (“Versant VI”), Versant Ventures VI GP, L.P. (“Versant VI GP LP”), Versant Ventures VI GP-GP, LLC (“Versant VI GP LLC”), Versant Vantage II, L.P. (“Vantage II”), Versant Vantage II GP, L.P. (“Vantage II GP LP”) and Versant Vantage II GP-GP, LLC (“Vantage II GP LLC” and together with Vantage II, Vantage II GP LP, Versant VI, Versant VI GP LP and Versant VI GP LLC, the “Reporting Persons”). Versant VI GP LP is the sole general partner of Versant VI and Versant VI GP LLC is the sole general partner of Versant VI GP LP, each of which may be deemed to have voting and investment power over the securities held by Versant VI. Vantage II GP LP is the sole general partner of Vantage II and Vantage II GP LLC is the sole general partner of Vantage II GP LP, each of which may be deemed to have voting and investment power over the securities held by Vantage II. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) These shares are held by Versant VI. Versant VI GP LLC is the sole general partner of Versant VI GP LP, which is the sole general partner of Versant VI. Each of Versant VI GP LLC and Versant VI GP LP share voting and investment power over the securities held by Versant VI and as a result may be deemed to have beneficial ownership over such securities.

(3) This calculation is based upon 54,641,380 shares of the Issuer’s Common Stock outstanding as of November 8, 2021, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2021, filed with the United States Securities and Exchange Commission (the “Commission”) on November 10, 2021 (the “Form 10-Q”).

CUSIP No. 15673T100 13G

1.	Name of Reporting Persons   Versant Ventures VI GP, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☒(1)
3.	SEC Use Only
4.	Citizenship or Place of Organization   Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   12,366,814 shares of Common Stock (2)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   12,366,814 shares of Common Stock (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   12,366,814 shares of Common Stock (2)
10.	Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)   ☐
11.	Percent of Class Represented by Amount in Row 9   22.6% (3)
12.	Type of Reporting Person (See Instructions)   PN

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) These shares are held by Versant VI. Versant VI GP LLC is the sole general partner of Versant VI GP LP, which is the sole general partner of Versant VI. Each of Versant VI GP LLC and Versant VI GP LP share voting and investment power over the securities held by Versant VI and as a result may be deemed to have beneficial ownership over such securities.

(3) This calculation is based upon 54,641,380 shares of the Issuer’s Common Stock outstanding as of November 8, 2021, as set forth in the Form 10-Q.

CUSIP No. 15673T100 13G

1.	Name of Reporting Persons   Versant Ventures VI GP-GP, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☒(1)
3.	SEC Use Only
4.	Citizenship or Place of Organization   Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   12,366,814 shares of Common Stock (2)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   12,366,814 shares of Common Stock (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   12,366,814 shares of Common Stock (2)
10.	Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)   ☐
11.	Percent of Class Represented by Amount in Row 9   22.6% (3)
12.	Type of Reporting Person (See Instructions)   OO

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) These shares are held by Versant VI. Versant VI GP LLC is the sole general partner of Versant VI GP LP, which is the sole general partner of Versant VI. Each of Versant VI GP LLC and Versant VI GP LP share voting and investment power over the securities held by Versant VI and as a result may be deemed to have beneficial ownership over such securities.

(3) This calculation is based upon 54,641,380 shares of the Issuer’s Common Stock outstanding as of November 8, 2021, as set forth in the Form 10-Q.

CUSIP No. 15673T100 13G

1.	Name of Reporting Persons   Versant Vantage II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☒(1)
3.	SEC Use Only
4.	Citizenship or Place of Organization   Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With	5.	Sole Voting Power   714,095 shares of Common Stock (2)
	6.	Shared Voting Power   0
	7.	Sole Dispositive Power   714,095 shares of Common Stock (2)
	8.	Shared Dispositive Power   0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   714,095 shares of Common Stock (2)
10.	Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)   ☐
11.	Percent of Class Represented by Amount in Row 9   1.3% (3)
12.	Type of Reporting Person (See Instructions)   PN

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) These shares are held by Vantage II. Vantage II GP LLC is the sole general partner of Vantage II GP LP, which is the sole general partner of Vantage II. Each of Vantage II GP LLC and Vantage II GP LP share voting and investment power over the securities held by Vantage II and as a result may be deemed to have beneficial ownership over such securities.

(3) This calculation is based upon 54,641,380 shares of the Issuer’s Common Stock outstanding as of November 8, 2021, as set forth in the Form 10-Q.

CUSIP No. 15673T100 13G

1.	Name of Reporting Persons   Versant Vantage II GP, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☒(1)
3.	SEC Use Only
4.	Citizenship or Place of Organization   Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   714,095 shares of Common Stock (2)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   714,095 shares of Common Stock (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   714,095 shares of Common Stock (2)
10.	��Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)   ☐
11.	Percent of Class Represented by Amount in Row 9   1.3% (3)
12.	Type of Reporting Person (See Instructions)   PN

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) These shares are held by Vantage II. Vantage II GP LLC is the sole general partner of Vantage II GP LP, which is the sole general partner of Vantage II. Each of Vantage II GP LLC and Vantage II GP LP share voting and investment power over the securities held by Vantage II and as a result may be deemed to have beneficial ownership over such securities.

(3) This calculation is based upon 54,641,380 shares of the Issuer’s Common Stock outstanding as of November 8, 2021, as set forth in the Form 10-Q.

CUSIP No. 15673T100 13G

1.	Name of Reporting Persons   Versant Vantage II GP-GP, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☒(1)
3.	SEC Use Only
4.	Citizenship or Place of Organization   Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   714,095 shares of Common Stock (2)
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   714,095 shares of Common Stock (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   714,095 shares of Common Stock (2)
10.	Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)   ☐
11.	Percent of Class Represented by Amount in Row 9   1.3% (3)
12.	Type of Reporting Person (See Instructions)   OO

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) These shares are held by Vantage II. Vantage II GP LLC is the sole general partner of Vantage II GP LP, which is the sole general partner of Vantage II. Each of Vantage II GP LLC and Vantage II GP LP share voting and investment power over the securities held by Vantage II and as a result may be deemed to have beneficial ownership over such securities.

(3) This calculation is based upon 54,641,380 shares of the Issuer’s Common Stock outstanding as of November 8, 2021, as set forth in the Form 10-Q.

Introductory Note: This statement on Schedule 13G (this “Statement”) is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of Century Therapeutics, Inc. (the “Issuer”).

Item 1

    (a) Name of Issuer:

Century Therapeutics, Inc.

    (b) Address of Issuer’s Principal Executive Offices:

3675 Market Street

Philadelphia, PA 19104

Item 2

    (a) Name of Person(s) Filing:

Versant Venture Capital VI, L.P. (“Versant VI”)

Versant Ventures VI GP, L.P. (“Versant VI GP LP”)

Versant Ventures VI GP-GP, LLC (“Versant VI GP LLC”)

Versant Vantage II, L.P. (“Vantage II”)

Versant Vantage II GP, L.P. (“Vantage II GP LP”)

Versant Vantage II GP-GP, LLC (“Vantage II GP LLC”)

    (b) Address of Principal Business Office:

c/o Versant Ventures

One Sansome Street, Suite 3630

San Francisco, CA 94104

    (c) Citizenship:

Entities:	Versant VI	—	Delaware Limited Partnership
	Versant VI GP LP	—	Delaware Limited Partnership
	Versant VI GP LLC	—	Delaware Limited Liability Company
	Vantage II	—	Delaware Limited Partnership
	Vantage II GP LP	—	Delaware Limited Partnership
	Vantage II GP LLC	—	Delaware Limited Liability Company

    (d) Title of Class of Securities:

Common Stock

    (e) CUSIP Number:

15673T100

Item 3

Not applicable. 

Item 4 Ownership.

The following information with respect to the ownership of the Issuer’s Common Stock by the Reporting Persons filing this Statement is provided as of January 31, 2022:

(a)        Amount beneficially owned:

See Row 9 of the cover page for each Reporting Person.*

(b)    Percent of class:

See Row 11 of the cover page for each Reporting Person.*

(c)    Number of shares as to which the person has:

    (i) Sole power to vote or to direct the vote

See Row 5 of the cover page for each Reporting Person.*

    (ii) Shared power to vote or to direct the vote

See Row 6 of the cover page for each Reporting Person.*

    (iii) Sole power to dispose or to direct the disposition of

See Row 7 of the cover page for each Reporting Person.*

    (iv) Shared power to dispose or to direct the disposition of

See Row 8 of the cover page for each Reporting Person.*

* Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his, her or its pecuniary interest therein.

Item 5 Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

Under certain circumstances set forth in the limited partnership agreements of each of Versant VI, Versant VI GP LP, Vantage II and Vantage II GP LP and the limited liability company agreements of each of Versant VI GP LLC and Vantage II GP LLC, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.

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 Certifications.

Not applicable.

Material to be Filed as Exhibits.

Exhibit 1 – Joint Filing Agreement.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 11, 2022

Versant Venture Capital VI, L.P.
By:	Versant Ventures VI GP, L.P.
Its:	General Partner
By:	Versant Ventures VI GP-GP, LLC
Its:	General Partner
By:	/s/ Robin L. Praeger
	Robin L. Praeger, Managing Director
Versant Ventures VI GP, L.P.
By:	Versant Ventures VI GP-GP, LLC
Its:	General Partner
By:	/s/ Robin L. Praeger
	Robin L. Praeger, Managing Director
Versant Ventures VI GP-GP, LLC
By:	/s/ Robin L. Praeger
	Robin L. Praeger, Managing Director
Versant Vantage II, L.P.
By:	Versant Vantage II GP, L.P.
Its:	General Partner
By:	Versant Vantage II GP-GP, LLC
Its:	General Partner
By:	/s/ Robin L. Praeger
	Robin L. Praeger, Managing Director
Versant Vantage II GP, L.P.
By:	Versant Vantage II GP-GP, LLC
Its:	General Partner
By:	/s/ Robin L. Praeger
	Robin L. Praeger, Managing Director
Versant Vantage II GP-GP, LLC
By:	/s/ Robin L. Praeger
	Robin L. Praeger, Managing Director