Venrock group reports 7.1% Century Therapeutics (IPSC) equity stake

Rhea-AI Filing Summary

Century Therapeutics, Inc. received a Schedule 13G from a group of Venrock-affiliated investment entities and individuals reporting a significant ownership position. The group reports beneficial ownership of 13,043,478 shares of common stock (including shares underlying warrants that are immediately exercisable for 4,347,826 shares), representing 7.1% of the common stock. The holdings are spread across Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., and related management entities, with Nimish Shah and Bong Koh as voting members of the managing entities. The filers certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Century Therapeutics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

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)

01/09/2026

(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)

SCHEDULE 13G

CUSIP No. 15673T100

1

Names of Reporting Persons

Venrock Healthcare Capital Partners III, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

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 0.00
6	Shared Voting Power 13,043,478.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,043,478.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,043,478.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 15673T100

1

Names of Reporting Persons

VHCP Co-Investment Holdings III, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

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 0.00
6	Shared Voting Power 13,043,478.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,043,478.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,043,478.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 15673T100

1

Names of Reporting Persons

Venrock Healthcare Capital Partners EG, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

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 0.00
6	Shared Voting Power 13,043,478.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,043,478.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,043,478.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 15673T100

1

Names of Reporting Persons

VHCP Management III, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

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 0.00
6	Shared Voting Power 13,043,478.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,043,478.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,043,478.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 15673T100

1

Names of Reporting Persons

VHCP Management EG, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

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 0.00
6	Shared Voting Power 13,043,478.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,043,478.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,043,478.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 15673T100

1

Names of Reporting Persons

Nimish Shah

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 13,043,478.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,043,478.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,043,478.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.1 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. 15673T100

1

Names of Reporting Persons

Bong Y. Koh

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 13,043,478.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,043,478.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,043,478.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.1 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Century Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 25 North 38th Street, 11th Floor, Philadelphia, PA, 19104.
Item 2.
(a)	Name of person filing: The names of the persons filing this report (collectively, the "Reporting Persons") are: Venrock Healthcare Capital Partners III, L.P. ("VHCP III") VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III") Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG") VHCP Management III, LLC ("VHCP Management III") VHCP Management EG, LLC ("VHCP Management EG") Nimish Shah ("Shah") Bong Koh ("Koh") The Reporting Persons are members of a group for the purposes of this Schedule 13G.
(b)	Address or principal business office or, if none, residence: New York Office: 7 Bryant Park, 23rd Floor New York, NY 10018 Palo Alto Office: 3340 Hillview Avenue Palo Alto, CA 94304
(c)	Citizenship: All of the entities were organized in Delaware. Shah and Koh are both United States citizens.
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 15673T100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. The Reporting Persons' ownership of the Issuer's securities consists of (i) 1,414,783 shares of common stock and common warrants (the "Warrants") immediately exercisable for up to 707,392 shares of common stock held by VHCP III, (ii) 141,739 shares of common stock and Warrants immediately exercisable for up to 70,869 shares of common stock held by VHCP Co-Investment III, and (iii) 7,139,130 shares of common stock and Warrants immediately exercisable for up to 3,569,565 shares of common stock held by held by VHCP EG. VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG.
(b)	Percent of class: Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. The percentage set forth in each row 11 is based upon the sum of (i) 87,405,311 shares of common stock outstanding as of November 25, 2025, as reported in the Issuer's definitive proxy statement, filed with the Securities and Exchange Commission (the "SEC") on December 2, 2025; (ii) 92,030,595 shares of common stock issued in the private placement of equity securities by the Issuer that closed on January 9, 2026; and (iii) 4,347,826 shares of common stock issuable upon the exercise of the Warrants.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
	(ii) Shared power to vote or to direct the vote: Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
	(iii) Sole power to dispose or to direct the disposition of: Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
	(iv) Shared power to dispose or to direct the disposition of: Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 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 or Control Person.
	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:

By signing below I certify that, to the best of my 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.

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.

Venrock Healthcare Capital Partners III, L.P.

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:	01/16/2026

VHCP Co-Investment Holdings III, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:	01/16/2026

Venrock Healthcare Capital Partners EG, L.P.

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:	01/16/2026

VHCP Management III, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Authorized Signatory
Date:	01/16/2026

VHCP Management EG, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Authorized Signatory
Date:	01/16/2026

Nimish Shah

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Attorney-in-fact
Date:	01/16/2026

Bong Y. Koh

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Attorney-in-fact
Date:	01/16/2026

Exhibit Information

Exhibit 24.1 Power of Attorney for Bong Koh Exhibit 24.2 Power of Attorney for Nimish Shah Exhibit 99.1 Joint Filing Agreement

FAQ

What ownership stake in IPSC does the Venrock group report?

The reporting group discloses beneficial ownership of 13,043,478 shares of Century Therapeutics common stock, representing 7.1% of the company’s common stock.

Who are the reporting persons in the Century Therapeutics (IPSC) Schedule 13G?

The reporting persons are Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, and individuals Nimish Shah and Bong Y. Koh.

How is the Venrock group’s 7.1% ownership in IPSC calculated?

The 7.1% figure is based on the sum of 87,405,311 shares of common stock outstanding as of November 25, 2025, 92,030,595 shares of common stock issued in a January 9, 2026 private placement, and 4,347,826 shares of common stock issuable upon exercise of the reported warrants.

What securities make up the Venrock group’s position in Century Therapeutics (IPSC)?

The position consists of common stock and immediately exercisable warrants, including 1,414,783 shares of common stock and warrants for up to 707,392 shares held by VHCP III, 141,739 shares and warrants for up to 70,869 shares held by VHCP Co-Investment III, and 7,139,130 shares and warrants for up to 3,569,565 shares held by VHCP EG.

Does the Venrock group intend to influence control of Century Therapeutics?

The certification states that the securities were not acquired and are not held for the purpose of changing or influencing the control of Century Therapeutics and are not held in connection with any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 240.14a-11.

What type of filing did the Venrock group submit for IPSC?

The group submitted a Schedule 13G, which is a beneficial ownership report typically used by investors holding a significant stake who are not seeking to change or influence control of the issuer.