Century Therapeutics, Inc. received a Schedule 13G filing showing a significant passive ownership position by TCG Crossover funds and Chen Yu in its common stock. TCG Crossover Fund II, L.P. and TCG Crossover Fund III, L.P., through their respective general partners, each report beneficial ownership of 8,877,215 shares of common stock, representing 4.9% of the class. Chen Yu, as managing member of both general partners, reports aggregate beneficial ownership of 17,754,430 shares, or 9.9% of the common stock, based on 179,337,686 shares outstanding as of January 9, 2026.
The filing notes additional Pre-Funded Warrants and Common Stock Warrants that could be settled in more shares but are excluded because they are not exercisable within 60 days and are subject to a 9.99% Beneficial Ownership Limitation. The reporting parties certify the securities were not acquired and are not held for the purpose of changing or influencing control of Century Therapeutics.
Positive
None.
Negative
None.
Insights
TCG Crossover and Chen Yu disclose a 9.9% passive stake in Century Therapeutics.
The filing shows TCG Crossover Fund II and III, together with their general partners, each holding 8,877,215 Century Therapeutics common shares, or 4.9% of the class. Chen Yu, as the sole managing member of both general partners, reports aggregate beneficial ownership of 17,754,430 shares, equating to 9.9% based on 179,337,686 shares outstanding as of January 9, 2026.
The disclosure emphasizes that substantial additional exposure exists through Pre-Funded Warrants and Common Stock Warrants held by the funds, but these are excluded because they are not exercisable within 60 days and are constrained by a 9.99% Beneficial Ownership Limitation. The certification that the position is not held to change or influence control frames this as a passive institutional stake under the Schedule 13G framework.
For investors, the filing highlights that a sophisticated crossover investor complex has built a near-10% position while using ownership limits to manage potential future exercises of warrants. Any future changes in reported percentages or exercisability of those warrants would appear in subsequent beneficial ownership updates.
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
TCG Crossover GP II, 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
8,877,215.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,877,215.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,877,215.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover II (as defined in Item 2(a) below). TCG Crossover GP II (as defined in Item 2(a) below) is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities. This total excludes (i) 8,514,089 shares of Common Stock subject to Pre-Funded Warrants and (ii) 8,695,652 shares of Common Stock subject to Common Stock Warrants (together with the Pre-Funded Warrants, the Warrants) which are not exercisable within 60 days of this Statement because the Warrants may not be exercised to the extent that doing so would result in the holder of the Warrants and (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates) beneficially owning more than 9.99 percent of the shares of Common Stock then outstanding immediately after giving effect to such exercise (the Beneficial Ownership Limitation).
Based on 179,337,686 shares of Common Stock outstanding as of January 9, 2026, as provided to the Reporting Persons by the Issuer (as defined in Item 1(a) below).
SCHEDULE 13G
CUSIP No.
15673T100
1
Names of Reporting Persons
TCG Crossover Fund II, 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
8,877,215.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,877,215.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,877,215.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities. This total excludes (i) 8,514,089 shares of Common Stock subject to Pre-Funded Warrants and (ii) 8,695,652 shares of Common Stock subject to Common Stock Warrants held by TCG Crossover II which are not exercisable within 60 days of this Statement due to the Beneficial Ownership Limitation.
Based on 179,337,686 shares of Common Stock outstanding as of January 9, 2026, as provided to the Reporting Persons by the Issuer.
SCHEDULE 13G
CUSIP No.
15673T100
1
Names of Reporting Persons
TCG Crossover GP 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
8,877,215.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,877,215.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,877,215.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover III (as defined in Item 2(a) below). TCG Crossover GP III (as defined in Item 2(a) below) is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to these securities. This total excludes (i) 8,514,089 shares of Common Stock subject to Pre-Funded Warrants and (ii) 8,695,652 shares of Common Stock subject to Common Stock Warrants held by TCG Crossover III which are not exercisable within 60 days of this Statement due to the Beneficial Ownership Limitation.
Based on 179,337,686 shares of Common Stock outstanding as of January 9, 2026, as provided to the Reporting Persons by the Issuer.
SCHEDULE 13G
CUSIP No.
15673T100
1
Names of Reporting Persons
TCG Crossover Fund 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
8,877,215.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,877,215.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,877,215.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover III. TCG Crossover GP III is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to these securities. This total excludes (i) 8,514,089 shares of Common Stock subject to Pre-Funded Warrants and (ii) 8,695,652 shares of Common Stock subject to Common Stock Warrants held by TCG Crossover III which are not exercisable within 60 days of this Statement due to the Beneficial Ownership Limitation.
Based on 179,337,686 shares of Common Stock outstanding as of January 9, 2026, as provided to the Reporting Persons by the Issuer.
SCHEDULE 13G
CUSIP No.
15673T100
1
Names of Reporting Persons
Chen Yu
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
17,754,430.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
17,754,430.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,754,430.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
Consists of (i) 8,877,215 shares of Common Stock held of record by TCG Crossover II and (ii) 8,877,215 shares of Common Stock held of record by TCG Crossover III. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to the securities held of record by TCG Crossover II. TCG Crossover GP III is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to the securities held of record by TCG Crossover III. Chen Yu is the sole managing member of each of TCG Crossover GP II and TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to the securities held of record by TCG Crossover II and TCG Crossover III. This total excludes (i) 8,514,089 shares of Common Stock subject to Pre-Funded Warrants held by TCG Crossover II, (ii) 8,695,652 shares of Common Stock subject to Common Stock Warrants held by TCG Crossover II, (iii) 8,514,089 shares of Common Stock subject to Pre-Funded Warrants held by TCG Crossover III and (iv) 8,695,652 shares of Common Stock subject to Common Stock Warrants held by TCG Crossover III which are not exercisable within 60 days of this Statement due to the Beneficial Ownership Limitation.
Based on 179,337,686 shares of Common Stock outstanding as of January 9, 2026, as provided to the Reporting Persons by the Issuer.
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:
This joint statement on Schedule 13G is being filed by TCG Crossover Fund II, L.P. (TCG Crossover II), TCG Crossover GP II, LLC (TCG Crossover GP II), TCG Crossover Fund III, L.P. (TCG Crossover III) and TCG Crossover GP III, LLC (TCG Crossover GP III and together with TCG Crossover II, TCG Crossover GP II and TCG Crossover III, the Reporting Entities) and Chen Yu (the Reporting Individual). The Reporting Entities and the Reporting Individual are collectively referred to as the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached to this Statement as Exhibit 1. Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is 245 Lytton Ave., Suite 350, Palo Alto, CA 94301.
(c)
Citizenship:
TCG Crossover GP II and TCG Crossover GP II are each a limited liability company organized under the laws of the State of Delaware. TCG Crossover II and TCG Crossover III are each a limited partnership organized under the laws of the State of Delaware. The Reporting Individual is a citizen of the United States of America.
(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:
See Row 9 of the cover page for each Reporting Person and the corresponding comments.
(b)
Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding comments.
(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 and the corresponding comments.
(ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person and the corresponding comments.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person and the corresponding comments.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person and the corresponding comments.
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.
How much of Century Therapeutics (IPSC) do TCG Crossover funds and Chen Yu own?
The filing reports that Chen Yu beneficially owns 17,754,430 shares of Century Therapeutics common stock, representing 9.9% of the outstanding shares, through holdings in TCG Crossover Fund II and TCG Crossover Fund III.
What is the individual stake of each TCG Crossover fund in Century Therapeutics (IPSC)?
TCG Crossover Fund II, L.P. and TCG Crossover Fund III, L.P. each report beneficial ownership of 8,877,215 shares of Century Therapeutics common stock, which is 4.9% of the class for each fund.
What share count did Century Therapeutics (IPSC) report as outstanding for this Schedule 13G?
The ownership percentages are based on 179,337,686 shares of Century Therapeutics common stock outstanding as of January 9, 2026, as provided to the reporting persons by the company.
Are there additional Century Therapeutics shares tied to warrants in this 13G filing?
Yes. The funds hold Pre-Funded Warrants and Common Stock Warrants covering additional Century Therapeutics shares, but these are excluded from the reported ownership because they are not exercisable within 60 days and are subject to a 9.99% Beneficial Ownership Limitation.
Is the TCG Crossover and Chen Yu position in Century Therapeutics (IPSC) passive or activist?
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, indicating a passive stance under the Schedule 13G framework.
Who signed the Schedule 13G reporting this Century Therapeutics (IPSC) ownership?
The statements were signed by Craig Skaling as Authorized Signatory for the reporting entities and as Attorney-in-Fact for Chen Yu, dated January 15, 2026.
