Century Therapeutics disclosure: RTW Investments, LP and Roderick Wong report shared beneficial ownership of 13,043,478 shares of Common Stock, representing 7.1% of the class. The percentages assume exercise of warrants to purchase 4,347,826 shares and are calculated using 179,722,750 shares outstanding as of February 28, 2026.
The filing states the RTW Funds have shared voting and shared dispositive power over the reported shares; the filing is made on behalf of the RTW Funds and Dr. Wong as managing partner.
Positive
None.
Negative
None.
Insights
RTW reports a >5% passive stake via shared power, aligned with investment-adviser disclosures.
The statement lists 13,043,478 shares held with shared voting and dispositive power on behalf of the RTW Funds, calculated including exercise of 4,347,826 warrants. Ownership is presented under Schedule 13G style disclosure rather than an active Schedule 13D.
Implications depend on RTW Funds' intentions and voting coordination; subsequent filings would reveal any change in intent or transfers. Cash-flow treatment and disposition plans are not stated in the excerpt.
Key Figures
Shares beneficially owned:13,043,478 sharesPercent of class:7.1%Shares outstanding:179,722,750 shares+1 more
4 metrics
Shares beneficially owned13,043,478 sharesReported beneficial ownership by RTW Investments and R. Wong
Percent of class7.1%Percent of Common Stock based on outstanding share count
Shares outstanding179,722,750 sharesShares outstanding as of <date>February 28, 2026</date>
Warrants assumed exercisable4,347,826 sharesWarrants included in ownership calculation
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Shared dispositive powerfinancial
"Shared Dispositive Power 13,043,478.00"
Beneficial ownershipregulatory
"Amount beneficially owned: The information required by Item 4(a) ..."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
What stake does RTW Investments report in Century Therapeutics (IPSC)?
RTW Investments and Roderick Wong report beneficial ownership of 13,043,478 shares, representing 7.1% of Common Stock based on 179,722,750 shares outstanding as of February 28, 2026.
Does the filing include warrants in the ownership calculation?
Yes. The reported percentages assume exercise of warrants to purchase 4,347,826 shares; the filing states the ownership figures incorporate those potential exercises.
Who holds voting and dispositive power over the reported shares?
The filing states the RTW Funds have shared voting power and shared dispositive power over the 13,043,478 shares reported by RTW Investments and Dr. Wong.
On what share count is the 7.1% calculation based?
The 7.1% figure is calculated using an aggregate of 179,722,750 shares outstanding as of February 28, 2026, as disclosed in the company's Form 10-K referenced in the filing.
Was this Schedule 13G filed on behalf of multiple entities or persons?
Yes. The statement is filed jointly by RTW Investments, LP (for the RTW Funds) and Roderick Wong, M.D. as Managing Partner and CIO, with signatures attesting to the joint filing.
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, $0.0001 par value
(Title of Class of Securities)
15673T100
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
15673T100
1
Names of Reporting Persons
RTW Investments, LP
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)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
15673T100
1
Names of Reporting Persons
Roderick Wong
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)
HC, 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:
This statement is filed by:
(i) RTW Investments, LP ("RTW Investments"), a Delaware limited partnership and the investment adviser to certain funds (the "RTW Funds"), with respect to shares of Common Stock, par value $0.0001 per share (the "Shares") of Century Therapeutics, Inc. (the "Company") directly held by the RTW Funds; and
(ii) Roderick Wong, M.D. ("Dr. Wong"), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares directly held by the RTW Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 40 10th Avenue, Floor 7, New York, New York 10014.
(c)
Citizenship:
RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, $0.0001 par value
(e)
CUSIP Number(s):
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:
The information required by Item 4(a) is set forth in Rows 5 - 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The amounts reported herein assume the exercise of warrants held by the Reporting Persons to purchase 4,347,826 Shares (the "Warrants"). The percentages set forth in Row 11 of the cover pages are calculated based upon the sum of 179,722,750 Shares outstanding as of February 28, 2026, as reported in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 12, 2026, and assume the exercise of Warrants held by the Reporting Persons to purchase 4,347,826 Shares.
(b)
Percent of class:
RTW Investments: 7.1%
Dr. Wong: 7.1%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
RTW Investments: 0
Dr. Wong: 0
(ii) Shared power to vote or to direct the vote:
RTW Investments: 13,043,478 Shares
Dr. Wong: 13,043,478 Shares
(iii) Sole power to dispose or to direct the disposition of:
RTW Investments: 0
Dr. Wong: 0
(iv) Shared power to dispose or to direct the disposition of:
RTW Investments: 13,043,478 Shares
Dr. Wong: 13,043,478 Shares
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2. The RTW Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein.
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 acquired and are held in the ordinary course of business and 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.
