SEC Form SC 13G filed by Century Therapeutics Inc.

1

NAMES OF REPORTING PERSONS

 

 

Aaron I. Davis

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)☐

(b)☒

 

 

3

SEC USE ONLY

 

 

 

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

United States of America

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

 

 

 

6

SHARED VOTING POWER

 

 

178,574

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

178,574

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

178,574

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

0.2%

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

IN

 

 

 

 

 

 

 

 

 

 

 

 

The Issuer’s principal executive offices are located at 25 North 38^th Street, 11^th Floor, Philadelphia, PA 19104.

 

 

 

 

Item 2. (e)

Item 4.

Ownership

(a)    Amount beneficially owned

Boxer Capital, Boxer Management and Joe Lewis beneficially own 4,901,603 shares of Common Stock. MVA Investors and Aaron I. Davis beneficially own 178,574 shares of Common Stock. The Reporting Persons beneficially own, in the aggregate, 5,080,177 shares of Common Stock.

All percentages of beneficial ownership set forth herein are based on an aggregate of 85,226,207 shares of Common Stock outstanding, comprised of (i) 20,408,344 newly-issued shares of Common Stock, as reported in the 8-K filed with the Securities and Exchange Commission on April 11, 2024, plus (ii) 64,817,863 shares of Common Stock reported outstanding on February 29, 2024 in the Annual Report on Form 10-K filed by the Issuer with the Securities and Exchange Commission on March 14, 2024. The number of shares of Common Stock beneficially owned by the Reporting Persons in the aggregate represent 6.0% of the Issuer’s outstanding shares of Common Stock.

(c)    Number of shares as to which such person has:

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

None of the Reporting Persons has sole power to vote or to direct the vote of any shares of Common Stock.

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

Boxer Capital, Boxer Management and Joe Lewis have shared power to vote or to direct the vote of 4,901,603 shares of Common Stock. MVA Investors and Aaron I. Davis have shared power to vote or to direct the vote of 178,574 shares of Common Stock.

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

None of the Reporting Persons has sole power to dispose or to direct the disposition of any shares of Common Stock.

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

Boxer Capital, Boxer Management and Joe Lewis have shared power to dispose or to direct the disposition of 4,901,603 shares of Common Stock. MVA Investors and Aaron I. Davis have shared power to dispose or to direct the disposition of 178,574 shares of Common Stock.

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 § 240.14a-11.