SCHEDULE: Venrock Group Discloses 7.1% Stake in Century Therapeutics

A group of Venrock entities and individuals has reported a 7.1% beneficial ownership stake in Century Therapeutics, Inc., primarily through common stock and warrants acquired in a recent private placement.

Summary

• 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, Nimish Shah, and Bong Koh (collectively, the "Reporting Persons") have filed a Schedule 13G.
• The Reporting Persons collectively beneficially own 13,043,478 shares of Century Therapeutics, Inc. common stock.
• This ownership represents 7.1% of the company's outstanding common stock.
• The shares were acquired through a combination of common stock and warrants, including participation in a private placement of equity securities that closed on January 9, 2026.
• The beneficial ownership includes 8,695,652 shares of common stock and warrants immediately exercisable for 4,347,826 shares of common stock.
• The percentage ownership is calculated based on 87,405,311 shares outstanding as of November 25, 2025, plus 92,030,595 shares issued in the January 9, 2026 private placement, and 4,347,826 shares issuable from warrants.
• The acquisition was not for the purpose of changing or influencing control of Century Therapeutics, Inc., except for activities related to a nomination under Rule 14a-11.

Sentiment

Score: 7

Explanation: The filing indicates a significant institutional investment in Century Therapeutics, suggesting confidence from a major healthcare capital firm. While not an operational update, a substantial stake by a reputable investor is generally a positive signal for the company's prospects and capital position.

Positives

• A significant institutional investor group, Venrock, has taken a substantial 7.1% stake in Century Therapeutics, indicating confidence in the company's future prospects.
• The investment includes participation in a private placement, suggesting a direct capital infusion into Century Therapeutics.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from Century Therapeutics, Inc. It primarily discloses a significant ownership stake by an institutional investor group.

Management Comments

• The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is Venrock assuming, any of the undersigneds responsibilities to comply with the Exchange Act, including without limitation Sections 13 and 16 of the Exchange Act.
• 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 Rule 14a-11.

Industry Context

This filing indicates a significant investment by a healthcare-focused capital firm, Venrock, into Century Therapeutics, a biotechnology company. Such investments are common in the biotech sector, where capital-intensive research and development often necessitate private placements and institutional backing. A substantial stake by a reputable investor like Venrock can signal market confidence in the company's technology or pipeline, potentially attracting further investor interest in the competitive biotechnology landscape.

Comparison to Industry Standards

• A 7.1% stake by a major healthcare capital firm like Venrock is a notable position, often seen in early to mid-stage biotechnology companies where institutional investors provide crucial funding and strategic support. While specific comparable companies or projects are not detailed in this filing, such an investment size is consistent with venture capital or growth equity firms taking significant, but non-controlling, positions in innovative biotech firms.
• The structure of the investment, combining common stock and warrants, is a standard practice in private placements, offering investors both immediate equity exposure and potential upside through future warrant exercise.

Stakeholder Impact

• Shareholders: The entry of a significant institutional investor like Venrock could be viewed positively, potentially increasing investor confidence and liquidity. The private placement also diluted existing shareholders, as 92,030,595 new shares were issued.
• Company (Century Therapeutics): The private placement provided capital, which is crucial for a biotechnology company's R&D and operational needs.

Next Steps

• The Reporting Persons will continue to comply with SEC filing requirements under Sections 13 and 16 of the Exchange Act for their holdings in Century Therapeutics, Inc.
• The warrants held by the Reporting Persons are immediately exercisable, potentially leading to an increase in their direct common stock holdings.

Key Dates

Recommendation

This Schedule 13G filing primarily discloses a significant beneficial ownership stake by the Venrock group in Century Therapeutics, following a private placement. While the substantial investment by a reputable healthcare capital firm is a positive signal, the filing itself does not provide operational or financial performance data to warrant a 'buy' or 'sell' recommendation. The private placement also involved significant dilution. Investors should 'hold' and await further operational updates and financial results from Century Therapeutics to assess the long-term implications of this capital infusion and the strategic direction indicated by Venrock's involvement.

Keywords

Century Therapeutics, Venrock, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Private Placement, Institutional Investment, Biotechnology, Healthcare Capital