SCHEDULE: TCG Crossover Funds & Chen Yu Report 9.9% Stake in Century Therapeutics

TCG Crossover Funds II and III, along with Chen Yu, have reported a combined beneficial ownership of 9.9% in Century Therapeutics, Inc. common stock.

Summary

• TCG Crossover Fund II, L.P., TCG Crossover GP II, LLC, TCG Crossover Fund III, L.P., TCG Crossover GP III, LLC, and Chen Yu (collectively, the Reporting Persons) have filed a Schedule 13G.
• The filing reports beneficial ownership of common stock in Century Therapeutics, Inc. (Issuer).
• As of January 9, 2026, the Reporting Persons collectively beneficially own 17,754,430 shares of Common Stock, representing 9.9% of the Issuer's outstanding class.
• This ownership includes 8,877,215 shares held by TCG Crossover II and 8,877,215 shares held by TCG Crossover III.
• Chen Yu is the sole managing member of TCG Crossover GP II and TCG Crossover GP III, and is deemed to share voting, investment, and dispositive power over the shares held by both funds.
• The reported total excludes 8,514,089 shares subject to Pre-Funded Warrants and 8,695,652 shares subject to Common Stock Warrants, which are not exercisable within 60 days due to a 9.99% beneficial ownership limitation.
• The beneficial ownership limitation prevents the holder from owning more than 9.99% of the outstanding common stock immediately after exercising warrants.
• The filing states that the securities were not acquired and are not held for the purpose of changing or influencing the control of the issuer.

Sentiment

Score: 5

Explanation: The filing is a factual disclosure of beneficial ownership and does not inherently convey positive or negative sentiment regarding the company's operational performance or financial health. It indicates a significant, passive investment.

Positives

• A significant institutional investor, TCG Crossover, and its principal, Chen Yu, have disclosed a substantial stake, indicating confidence in Century Therapeutics, Inc.
• The investment is passive, as stated, suggesting a long-term holding strategy rather than an activist intent to disrupt management.

Negatives

• The beneficial ownership limitation on warrants means a significant portion of potential shares (over 17 million) cannot be immediately converted, which could cap the investor's immediate influence or upside from warrant exercise.

Risks

• The Beneficial Ownership Limitation restricts the immediate exercise of 8,514,089 Pre-Funded Warrants and 8,695,652 Common Stock Warrants, preventing the Reporting Persons from exceeding 9.99% beneficial ownership of Century Therapeutics' common stock.
• Future changes in the Issuer's outstanding share count could impact the percentage of ownership represented by the current holdings and the exercisability of warrants.

Future Outlook

This filing is a disclosure of beneficial ownership and does not contain forward-looking statements or guidance regarding Century Therapeutics, Inc.'s future performance or operations.

Industry Context

A Schedule 13G filing indicates a passive investment by a significant shareholder, often a mutual fund, hedge fund, or other institutional investor, in a publicly traded company. For a biotechnology company like Century Therapeutics, a substantial stake from a crossover fund like TCG Crossover can signal investor confidence in its long-term potential, particularly given the capital-intensive nature of drug development.

Related Party Transactions

• Chen Yu is the sole managing member of TCG Crossover GP II, LLC and TCG Crossover GP III, LLC, which are general partners of TCG Crossover Fund II, L.P. and TCG Crossover Fund III, L.P., respectively. This structure establishes a relationship where Chen Yu is deemed to share voting, investment, and dispositive power over the shares held by these funds.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional investor holding a 9.9% stake may be viewed positively, potentially increasing investor confidence and market liquidity.
• Management: The passive nature of the investment (not for control) suggests no immediate pressure or influence on management's strategic decisions, allowing them to continue executing their current plans.

Key Dates

Keywords

Century Therapeutics, TCG Crossover, Chen Yu, Beneficial Ownership, Schedule 13G, Common Stock, Warrants, Biotechnology, Institutional Investor, SEC Filing