Amended Statement of Beneficial Ownership (sc 13d/a)
October 11 2022 - 02:10PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC
20549
SCHEDULE
13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
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Century Therapeutics, Inc. |
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(Name of Issuer) |
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Common Stock, $0.0001 par value |
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(Title of Class of Securities) |
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Eli Casdin
Casdin Capital, LLC
1350 Avenue of the Americas, Suite 2600
New York, New York
Telephone Number (212) 897-5438
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(Name, Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
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October 1, 2022 |
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(Date of Event Which Requires Filing of this Statement) |
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If the filing person has
previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
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* The remainder of this cover page
shall be filled out for a reporting person's initial filing on 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. |
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1. |
NAME OF REPORTING PERSONS |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Casdin Capital, LLC |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [_] |
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(b) [_] |
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5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |
[_] |
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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8. |
SHARED VOTING POWER |
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3,206,380 |
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| 9. |
SOLE DISPOSITIVE POWER |
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0 |
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10. |
SHARED DISPOSITIVE POWER |
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3,206,380 |
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,206,380 |
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12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
[_] |
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.5% |
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14. |
TYPE OF REPORTING PERSON |
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IA |
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1. |
NAME OF REPORTING PERSONS |
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Eli
Casdin |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [_] |
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(b) [_] |
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5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |
[_] |
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States
of America |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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7. |
SOLE VOTING POWER |
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16,560 |
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8. |
SHARED VOTING POWER |
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3,206,380 |
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| 9. |
SOLE DISPOSITIVE POWER |
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16,560 |
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10. |
SHARED DISPOSITIVE POWER |
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3,206,380 |
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,222,940 |
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12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
[_] |
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.5% |
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14. |
TYPE OF REPORTING PERSON |
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IN |
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Item 1. |
Security and Issuer. |
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The name of the issuer is Century Therapeutics, Inc., a Delaware
corporation (the "Issuer"). The address of the Issuer's principal
executive offices is 3675 Market Street, Philadelphia, Pennsylvania
19104. This Schedule 13D amendment relates to the Issuer's Common
Stock, $0.0001 par value (the "Shares").
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Item 2. |
Identity and Background. |
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(a), (f) |
This Schedule 13D is being filed jointly by Casdin Capital, LLC, a
Delaware limited liability company (“Casdin”) and Eli Casdin, a
United States citizen (collectively, the "Reporting
Persons"). |
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(b) |
The principal business address for each of the Reporting Persons is
1350 Avenue of the Americas, Suite 2600, New York, New York
10019. |
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(c) |
Eli Casdin is the managing member of Casdin. The
principal business of Casdin is serving as an investment adviser to
its clients. |
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(d), (e) |
During the last five years, none of the Reporting Persons has been
(a) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws. The Reporting Persons disclaim membership in a
group. |
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Item 3. |
Source and Amount of Funds or Other Consideration. |
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The funds for the purchase of the Shares came from the working
capital of private investment funds managed by Casdin, over which
the Reporting Persons, through their roles described above in Item
2(c), exercise investment discretion. No borrowed funds
were used to purchase the Shares, other than borrowed funds used
for working capital purposes in the ordinary course of
business. |
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Item 4. |
Purpose of Transaction. |
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The Reporting Persons have acquired their Shares of the Issuer for
investment. The Reporting Persons have no plans or proposals as of
the date of this filing which, other than as expressly set forth
below, would relate to or would result in: (a) any extraordinary
corporate transaction involving the Issuer; (b) any change in the
present Board of Directors or management of the Issuer; (c) any
material change in the present capitalization or dividend policy of
the Issuer; (d) any material change in the operating policies or
corporate structure of the Issuer; (e) any change in the Issuer's
charter or by-laws; (f) the Shares of the Issuer ceasing to be
listed from a national securities exchange or to ceasing to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; or (g) causing the
Issuer becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934.
On September 28, 2022, Eli Casdin, a director of the Issuer,
notified the Issuer of his decision to step down from the Board of
Directors of the Issuer, effective October 1, 2022. Mr. Casdin’s
decision was not the result of any disagreement with the Issuer on
matters related to the Issuer’s operations, policies or
practices.
The Reporting Persons, however, reserve the right, at a later date,
to effect one or more of such changes and may dispose of or enter
into other transactions in the shares they may be deemed to
beneficially own.
The Reporting Persons have been and may continue to be in contact
with members of the Issuer's management, the Issuer's Board of
Directors, other significant shareholders and others regarding
alternatives that the Issuer could employ to maximize shareholder
value.
The Reporting Persons further reserve the right to act in concert
with any other shareholders of the Issuer, or other persons, for a
common purpose should it determine to do so, and/or to recommend
courses of action to management and the shareholders of the
Issuer.
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| Item 5. |
Interest in Securities of the Issuer. |
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(a) - (e) |
As of the date hereof, Casdin may be deemed to be the beneficial
owner of 3,206,380 Shares, constituting 5.5% of the Shares, based
upon 58,881,833* Shares outstanding.
Casdin has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 3,206,380
Shares; has the sole power to dispose or direct the disposition of
0 Shares; and has the shared power to dispose or direct the
disposition of 3,206,380 Shares.
As of the date hereof, Eli Casdin may be deemed to be the
beneficial owner of 3,222,940 Shares, constituting 5.5% of the
Shares, based upon 58,881,833* Shares outstanding.
Eli Casdin has the sole power to vote or direct the vote of 16,560
Shares; has the shared power to vote or direct the vote of
3,206,380 Shares; has the sole power to dispose or direct the
disposition of 16,560 Shares; and has the shared power to dispose
or direct the disposition of 3,206,380 Shares.
The Reporting Persons have not effected any transactions in the
Issuer’s Common Stock during the past 60 days.
Other than the Shares underlying Eli Casdin’s option grant, all of
the Shares are beneficially owned by private investment funds
managed by Casdin.
*This outstanding Shares figure reflects the number of outstanding
Shares as reported in the 10-Q filed by the Issuer on August 11,
2022.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer. |
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On
June 17, 2021, Eli Casdin was granted options to buy 39,744 Shares
that vest in 36 equal monthly installments, subject to Eli Casdin’s
continued service through the applicable vesting date. As of the
date hereof, 16,560 options have vested and the remaining 23,184
options have been canceled by the Issuer. |
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Item 7. |
Material to be Filed as Exhibits. |
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Exhibit A: Joint Filing Agreement |
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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.
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October 11, 2022 |
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(Date) |
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Casdin
Capital, LLC* |
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By: /s/ Eli Casdin |
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(Signature) |
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Eli Casdin, Managing Member |
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(Name/Title) |
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/s/ Eli Casdin* |
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Eli
Casdin |
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* This reporting person disclaims beneficial ownership of these
reported securities except to the extent of its pecuniary interest
therein, and this report shall not be deemed an admission that any
such person is the beneficial owner of these securities for
purposes of Section 16 of the U.S. Securities Exchange Act of 1934,
as amended, or for any other purpose.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (see 18 U.S.C. 10001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D amendment, dated
October 11, 2022, relating to the Common Stock, $0.0001 par value
of Century Therapeutics, Inc. shall be filed on behalf of the
undersigned.
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October 11, 2022 |
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(Date) |
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Casdin
Capital, LLC |
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By: /s/ Eli Casdin |
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(Signature) |
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Eli Casdin, Managing Member |
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(Name/Title) |
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/s/ Eli Casdin |
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Eli
Casdin |
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