SC 13G 1 tm225649d2_sc13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Amendment No. )*

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)

December 31, 2021

(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)

x Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing of this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 15673T100

Page 2 of 7 Pages

1.	Name of Reporting Person

	Bayer Aktiengesellschaft
2.	Check the Appropriate Box if a Member of a Group

	(a) ¨
	(b) x
3.	SEC Use Only


4.	Citizenship or Place of Organization

	Germany
		5.	Sole Voting Power

Number of			0
Shares		6.	Shared Voting Power
Beneficially
Owned By			12,675,838
Each Reporting		7.	Sole Dispositive Power
Person with
			0
		8.	Shared Dispositive Power

			12,675,838
9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	12,675,838
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

	Not Applicable
11.	Percent of Class Represented by Amount in Row (9)

	23.2%¹
12.	Type of Reporting Person

	HC, CO

¹This percentage is based on 54,641,380 shares of common stock, $0.0001 par value per share (the “Common Stock”) of Century Therapeutics, Inc., a Delaware corporation (the “Issuer”), outstanding as of November 8, 2021, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (the “Form 10-Q”), as filed with the Securities and Exchange Commission (the “SEC”) on November 10, 2021.

CUSIP No. 15673T100

Page 3 of 7 Pages

1.	Name of Reporting Person

	Bayer World Investments B.V.
2.	Check the Appropriate Box if a Member of a Group

	(a) ¨
	(b) x
3.	SEC Use Only


4.	Citizenship or Place of Organization

	The Netherlands
		5.	Sole Voting Power

Number of			0
Shares		6.	Shared Voting Power
Beneficially
Owned By			12,675,838
Each Reporting		7.	Sole Dispositive Power
Person with
			0
		8.	Shared Dispositive Power

			12,675,838
9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	12,675,838
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

	Not Applicable
11.	Percent of Class Represented by Amount in Row (9)

	23.2%²
12.	Type of Reporting Person

	CO

² This percentage is based on 54,641,380 shares of the Issuer’s Common Stock outstanding as of November 8, 2021, as reported in the Issuer's Form 10-Q, as filed with the SEC on November 10, 2021.

CUSIP No. 15673T100

Page 4 of 7 Pages

Item 1(a)

Name of Issuer

Century Therapeutics, Inc. (the “Issuer”)

Item 1(b)

Address of Issuer’s Principal Executive Offices

3675 Market Street, Philadelphia, Pennsylvania 19104

Item 2(a)

Name of Person Filing

This Schedule 13G is being jointly filed by Bayer Aktiengesellschaft (“Bayer”) and Bayer World Investments B.V. (“BWI”) (collectively, the “Reporting Persons”).

Item 2(b)

Address of Principal Business Office, or if none, Residence

The business address for Bayer is Bayerwerk, Gebaeude W11, Kaiser-Wilhelm-Allee 1, Leverkusen, Germany 51373.

The business address for BWI is Energieweg 1, Mijdrecht, The Netherlands 3641RG.

Item 2(c)

Citizenship

The Reporting Persons are citizens of:

Bayer — Germany

BWI — The Netherlands

Item 2(d)

Title of Class of Securities

Common Stock, par value $0.0001 per share (“Common Stock”)

Item 2(e)

CUSIP Number

15673T100

Item 3.

Filing pursuant to Rules 13d-1(b) or 13d-2(b) or (c)

Not Applicable

Item 4.

Ownership

(a) BWI is the direct beneficial owner of an aggregate of 12,675,838 shares of Common Stock, which represents 23.2% of the Issuer’s outstanding Common Stock based upon 54,641,380 shares outstanding on November 8, 2021 as reported by the Issuer in its Form 10-Q as filed with the SEC on November 10, 2021.

CUSIP No. 15673T100

Page 5 of 7 Pages

BWI is an indirect, wholly owned subsidiary of Bayer. Accordingly, Bayer may be deemed to be an indirect beneficial owner of the shares of Common Stock beneficially owned directly by BWI.

(b)

Percent of class:

Bayer — 23.2%

BWI — 23.2%

(c)

Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote:

Bayer — 12,675,838

BWI — 12,675,838

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of:

Bayer — 12,675,838

BWI — 12,675,838

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable

Item 6.

Ownership of More than Five 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

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.

Certification

By signing below each of the undersigned certifies that, to the best of its 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.

CUSIP No. 15673T100

Page 6 of 7 Pages

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 11, 2022

	BAYER AKTIENGESELLSCHAFT


	By:	/s/ Deny-Jean Silny
		Deny-Jean Silny, Head of Legal Mergers & Acquisitions


	BAYER WORLD INVESTMENTS B.V.


	By:	/s/ Patrick Lennaerts
		Patrick Lennaerts, Managing Director

CUSIP No. 15673T100

Page 7 of 7 Pages

EXHIBIT INDEX

Joint Filing Agreement, dated February 11, 2022, by and between Bayer Aktiengesellschaft and Bayer World Investments B.V.

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree to jointly prepare and file with the United States Securities and Exchange Commission this Schedule 13G and any future amendments hereto (including amendments on Schedule 13D or Schedule 13G, as applicable) reporting each of the undersigned’s ownership of securities of Century Therapeutics, Inc., and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

Date: February 11, 2022

	BAYER AKTIENGESELLSCHAFT


	By:	s/ Deny-Jean Silny
		Deny-Jean Silny, Head of Legal Mergers & Acquisitions


	BAYER WORLD INVESTMENTS B.V.


	By:	/s/ Patrick Lennaerts
		Patrick Lennaerts, Managing Director

SEC Form SC 13G filed by Century Therapeutics Inc.