REG - PureTech Health PLC - Half-year Report
28/08/2025 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250828:nRSb9495Wa&default-theme=true
RNS Number : 9495W PureTech Health PLC 28 August 2025
28 August 2025
PureTech Health plc - Half-Year Report
Achieved meaningful progress toward key value inflection points across our
diversified portfolio, with multiple programs advancing into or toward
late-stage development
Launch of Celea Therapeutics continues our proven, capital-efficient model
Maintained a strong financial position with $319.6M PureTech level cash, cash
equivalents and short-term investments and $319.9M Consolidated cash, cash
equivalents and short-term investments as of June 30, 2025; operational runway
into 2028 enables flexibility to drive early-stage innovation while evaluating
opportunities for capital returns
Company to host a webcast and conference call today at 9:00am EDT / 2:00pm BST
PureTech Health plc (Nasdaq: PRTC, LSE: PRTC) ("PureTech" or the "Company"), a
hub-and-spoke biotherapeutics company dedicated to giving life to science and
transforming innovation into value, today announces its half-yearly results
for the six months ended June 30, 2025. The following information will be
filed on Form 6-K with the United States Securities and Exchange Commission
(the "SEC") and is also available at
https://investors.puretechhealth.com/financials-filings/reports
(https://investors.puretechhealth.com/financials-filings/reports) .
Commenting on PureTech's half-yearly results, Robert Lyne, Interim Chief
Executive Officer of PureTech, said:
"We entered 2025 with significant momentum, and our progress in the first half
of the year further underscores the strength and breadth of our portfolio and
model.
We are refining our strategy in a way that builds on what PureTech does best:
identifying and clinically de-risking high-potential programs internally and
then advancing and scaling them through our Founded Entities supported by
external capital. This hub-and-spoke model enables us to operate with
discipline and flexibility, addressing urgent patient needs while also
maintaining meaningful upside and long-term value creation for PureTech
shareholders.
Looking ahead, our approach to capital allocation will be guided by an
efficient use of cash and prioritizing spend that is truly value accretive to
shareholders. Practically, this means optimizing spend on current and any new
programs to reach key inflection points, after which programs can be advanced
through Founded Entities or other structures with dedicated operational
capacity and external financing. In many ways, this represents a return to the
core strengths that have always defined PureTech - a capital-efficient engine
for high-impact innovation - as demonstrated by the $1 billion in proceeds
generated from Karuna and the recent launch of Celea Therapeutics to advance
deupirfenidone which has delivered compelling Phase 2b data.
Our strategic priorities are clear:
1. Advance our most promising programs with operational discipline and
patient-centered urgency: This includes the recent launch of Celea
Therapeutics to advance deupirfenidone, continuing the process to secure
external financing, and aligning on the Phase 3 design with regulators which
we remain on track to do by the end of the third quarter. We took a deliberate
approach to engaging with regulatory authorities-choosing to further progress
the open-label extension so we could include additional, mature data to
present the strongest possible package and maximize long-term impact. As a
result, we expect that the initiation of the Phase 3 trial in IPF will be in
the first half of 2026. Additionally, we expect a meaningful reduction in
operational expenses in 2026 as responsibility for Celea and Gallop
transitions fully to their respective Founded Entities or other external
structures, further reinforcing our capital-efficient model.
2. Strengthen our engagement with UK capital markets through continued
focus on our LSE listing: We view our presence on the London Stock Exchange as
an important part of our history and identity. PureTech has always internally
developed - and therefore offered UK investors differentiated access to - some
of the most innovative biopharmaceutical advances globally, including
high-conviction programs like KarXT and deupirfenidone, alongside balance
sheet strength and the potential for future capital returns. To further deepen
this engagement, we will be initiating a search for up to two new independent
non-executive directors to include relevant UK capital markets expertise.
3. Maintain a disciplined approach to capital allocation across three
core priorities: We are focused on allocating capital in a way that supports
long-term value creation-advancing future innovation with rigorous pipeline
management through early "program-killing" experiments, participating in
Founded Entity financings where appropriate, and considering capital returns
when conditions support it. The Board continues to assess potential return
mechanisms in light of business needs, program progress, and PureTech's
financial position. We expect to revisit the topic once Celea and Gallop are
independently financed.
PureTech was built on the belief that world-class science and capital
discipline can-and must-go hand in hand. That belief continues to guide us as
we chart the next phase of our growth."
Webcast and conference call details
Members of the PureTech management team will host a conference call
at 9:00am EDT / 2:00pm BST today, August 28, 2025, to discuss these
results. A live webcast and presentation slides will be available on the
investors section of PureTech's website under the Events and Presentations
tab (https://news.puretechhealth.com/events-presentations) . To join by phone,
please dial:
United Kingdom (Local): +44 20 3936 2999
United Kingdom (Toll-Free): +44 808 189 0158
United States (Local): +1 646 233 4753
United States (Toll-Free): +1 855 979 6654
Access Code: 342371
For those unable to listen to the call live, a replay will be available on
the PureTech website.
Portfolio(1) Highlights
PureTech's diversified portfolio is advanced through our capital-efficient
hub-and-spoke R&D model. Programs originate within PureTech and are
advanced through early clinical and technical de-risking at the hub, then
scaled through Founded Entities backed primarily by external capital. This
approach allows us to progress high-conviction programs toward commercial
readiness while retaining potential economics through equity holdings,
milestones, and royalties - all while limiting PureTech's direct development
spend.
PureTech's portfolio is comprised of Core Programs,(2) as well as Legacy
Holdings,(3) the latter of which represent our interests in historical Founded
Entities. While we maintain potential upside from our Legacy Holdings, they
are not expected to be material drivers of value and are not a current focus
for PureTech's capital allocation.
The below provides a snapshot of key highlights across the portfolio:
Economic Interest(4) Key Highlights Upcoming Milestones
CORE PROGRAMS
Celea Therapeutics: 100% · Launched to advance deupirfenidone · FDA meeting to align on Phase 3 design by end of Q3 '25
(LYT-100)
Delivering transformative treatments for people with serious respiratory
· Additional OLE data in Sep. '25 at the European Respiratory Society
diseases. · Sven Dethlefs, PhD appointed to lead Conference
· New Phase 2b data presented at the American Thoracic Society Conference · Phase 3 initiation H1 '26
Gallop Oncology: 100% · New positive data in ongoing Phase 1b trial of LYT-200 as monotherapy and · Topline Phase 1b data Q4 '25
in combo with venetoclax/HMA
Pioneering novel therapies for the treatment of hematological malignancies and
solid tumors · Granted FDA Fast Track for AML
Seaport Therapeutics: Advancing a clinical-stage pipeline of neuropsychiatric 35.1% Equity · First patient dosed in Phase 2b BUOY-1 study of GlyphAllo™ (SPT-300) · Initiation of a Phase 1 study of GlyphAgo™ (SPT-320)
medicines
for treatment of MDD
3-5% tiered royalties on Glyph product net sales; undisclosed milestone and
sublicense payments
Karuna Therapeutics: PureTech retains rights to certain regulatory and commercial milestone
payments related to Cobenfy(™) in addition to 2% royalties on annual Cobenfy
(Acquired by Bristol Myers Squibb as of March 18, 2024) sales above $2B.
LEGACY HOLDINGS
Vedanta Biosciences: 4.2% Equity · VE303 Phase 2 results published in Nature Medicine · VE303 Phase 3 topline data in '26
Pioneering a new category of oral therapies based on defined bacterial · VE202 Phase 2 results shared; program deprioritized
consortia
Sonde Health: 34.7% Equity · Completed large-scale workforce mental fitness trial (4,000+ employees) · Continued platform progress
Developing a voice-based artificial intelligence platform to detect changes in
health
Entrega: 73.8% Equity · Preclinical proof-of-concept achieved with peptides · Continued platform progress
Engineering hydrogels to enable the oral administration of peptide
therapeutics (e.g., GLP-1 agonists)
Operational Highlights
· In the July 2025 post-period, PureTech announced the appointments of
Sharon Barber-Lui as Interim Chair of the Board of Directors and Robert Lyne
as Interim Chief Executive Officer. These leadership changes reflect a
sharpened focus on driving shareholder value, supported by continued momentum
across the portfolio.
· As part of a planned transition, Daphne Zohar, Founder and CEO of
Seaport, has transitioned from a PureTech Board Observer to a Senior Advisor
and remains engaged and available to support the Board and Executive
Management.
· The PureTech Board of Directors will be initiating a search for up to
two new Non-Executive Directors to include deep UK capital markets experience
to further build on our in-house expertise.
· In the first half of 2025, PureTech appointed UBS and Peel Hunt as
joint UK corporate brokers, enhancing our presence in the UK capital markets
and deepening engagement with both generalist and specialist healthcare
investors. This also reflects PureTech's commitment to deepening relationships
across the investor base and further enhancing its London Stock Exchange
presence.
Financial Highlights:
• PureTech level cash, cash equivalents and short-term investments
as of June 30, 2025, were $319.6 million(5) (December 31, 2024: $366.8
million) and consolidated cash, cash equivalents and short-term investments as
of June 30, 2025, were $319.9 million(6) (December 31, 2024: $367.3 million).
• Operating expenses for the six months ended June 30, 2025, were
$49.8 million (June 30, 2024: $66.7 million).
• As of June 30, 2025, the Company maintains an expected operational
runway into 2028.
· PureTech expects a significant reduction in operational expenses over
the course of 2026 as operational support for Celea and Gallop is expected to
transition fully to their respective Founded Entities or other external
structures.
• As of June 26, 2025, PureTech completed the divestment of its
remaining equity holdings in Vor, with gross cash proceeds of approximately
$2.8 million before expenses.
About PureTech Health
PureTech Health is a hub-and-spoke biotherapeutics company dedicated to giving
life to science and transforming innovation into value. We do this through a
proven, capital-efficient R&D model focused on opportunities with
validated pharmacology and untapped potential to address significant patient
needs. This strategy has produced dozens of therapeutic candidates, including
three that have received U.S. FDA approval. By identifying, shaping, and
de-risking these high-conviction assets, and scaling them through dedicated
structures backed by external capital, we accelerate their path to patients
while creating sustainable value for shareholders.
For more information, visit www.puretechhealth.com or connect with us on X
(formerly Twitter) @puretechh.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements contained
in this press release that do not relate to matters of historical fact should
be considered forward-looking statements, including without limitation,
statements that relate to our expectations around our and our Founded
Entities' therapeutic candidates and approach towards addressing major
diseases, our plans for our Founded Entities, operational plans, future
prospects, objectives, developments, strategies and expectations, the progress
and timing of clinical trials and data readouts, the timing of regulatory
approvals or clearances from the FDA, our future results of operations and
financial outlook, including our anticipated cash runway and our forecasted
cash, cash equivalents and short-term investments, and our ability to return
capital to and realize value for our shareholders.
The forward-looking statements are based on current expectations and are
subject to known and unknown risks, uncertainties and other important factors
that could cause actual results, performance and achievements to differ
materially from current expectations, including, but not limited to, the
following: our history of incurring significant operating losses since our
inception; our ability to realize value from our Founded Entities; our need
for additional funding to achieve our business goals, which may not be
available and which may force us to delay, limit or terminate certain of our
therapeutic development efforts; our limited information about and limited
control or influence over our Non-Controlled Founded Entities; the lengthy and
expensive process of preclinical and clinical drug development, which has an
uncertain outcome and potential for substantial delays; potential difficulties
with enrolling patients in clinical trials, which could delay our clinical
development activities; side effects, adverse events or other safety risks
which could be associated with our therapeutic candidates and delay or halt
their clinical development; our ability to obtain regulatory approval for and
commercialize our therapeutic candidates; our ability to compete with
companies currently marketing or engaged in the development of treatments for
indications within our programs are designed to target; our ability to realize
the benefits of our collaborations, licenses and other arrangements; the
impact of government laws and regulations; our ability to maintain and protect
our intellectual property rights; our reliance on third parties, including
clinical research organizations, clinical investigators and manufacturers; our
vulnerability to natural disasters, global economic factors, geo-political
actions and unexpected events; and the risks, uncertainties and other
important factors described under the caption "Risk Factors" in our Annual
Report on Form 20-F for the year ended December 31, 2024 filed with
the SEC and in our other regulatory filings. These forward-looking
statements are based on assumptions regarding the present and future business
strategies of the Company and the environment in which it will operate in the
future. Each forward-looking statement speaks only as at the date of this
press release. Except as required by law and regulatory requirements, we
disclaim any obligation to update or revise these forward-looking statements,
whether as a result of new information, future events or otherwise.
Non-IFRS Financial Information
Cash flow and liquidity
PureTech Level cash, cash equivalents and short-term investments Measure type: Core performance
Definition: Cash and cash equivalents and short-term investments held at
PureTech Health plc and our wholly-owned subsidiaries.
Why we use it: PureTech Level cash, cash equivalents and short-term
investments is a measure that provides valuable additional information with
respect to cash, cash equivalents and short-term investments available to fund
the Wholly-Owned Programs and make certain investments in Founded Entities.
Non-IFRS Measures Reconciliation
The following is the reconciliation of the amounts appearing in our Condensed
Consolidated Statement of Financial Position to the alternative performance
measure described above:
(in thousands) June 30, December 31, 2024
2025
Cash and cash equivalents $260,604 $280,641
Short-term investments 59,303 86,666
Consolidated cash, cash equivalents and short-term investments 319,907 367,307
Less: cash and cash equivalents held at non-wholly owned subsidiaries (286) (493)
PureTech Level cash, cash equivalents and short-term investments $319,621 $366,813
Contact:
PureTech
Public Relations
publicrelations@puretechhealth.com (mailto:publicrelations@puretechhealth.com)
Investor Relations
IR@puretechhealth.com (mailto:IR@puretechhealth.com)
UK Corporate Brokers
UBS
Christopher Binks
christopher.binks@ubs.com (mailto:christopher.binks@ubs.com)
Peel Hunt
James Steel
james.steel@peelhunt.com (mailto:james.steel@peelhunt.com)
UK/EU Media
FTI Consulting
Ben Atwell, Rob Winder
+44 (0) 20 3727 1000
puretech@fticonsulting.com (mailto:puretech@fticonsulting.com)
US Media
Ten Bridge Communications
Justin Chen
+1 609 578 7230
jchen@tenbridgecommunications.com (mailto:jchen@tenbridgecommunications.com)
1 Portfolio comprises (1) the Company's current and future therapeutic
candidates and technologies that are developed by the Company's wholly-owned
subsidiaries, whether they were announced as a Founded Entity or not, and will
be advanced through with either the Company's funding or non-dilutive sources
of financing, and (2) companies founded by PureTech in which PureTech
maintains ownership of an equity interest and, in certain cases, is eligible
to receive sublicense income and royalties on product sales.
2 Core Programs represents announced programs of strategic focus that
will drive material future value within PureTech's portfolio and/or that may
receive potential future material capital allocation in the form of investment
from PureTech.
3 Legacy Holdings represent our interests in historical Founded
Entities. We retain potential upside from these positions but do not expect
them to be material value drivers for PureTech and only expect to allocate
modest, if any, capital to these entities. To the extent we believe that these
holdings could produce material value to PureTech or receive material
investment from PureTech, we would move them into the Core Programs category.
4 Relevant ownership interests for Celea Therapeutics, Gallop
Oncology, Inc., Seaport Therapeutics, Inc., and Entrega, Inc. were calculated
on a partially diluted basis (as opposed to a voting basis) as of June 30,
2025, and for Sonde Health, Inc. as of August 27, 2025 including outstanding
shares, options and warrants, but excluding unallocated shares authorized to
be issued pursuant to equity incentive plans. Sonde Health, Inc. completed a
modest convertible debt financing in July 2025, which, if converted in a
future financing, could further dilute PureTech's position from what is noted
here. Ownership interests for Vedanta were calculated on a fully-diluted basis
as of August 27, 2025. PureTech controls Gallop Oncology, Inc. and Celea
Therapeutics.
5 This represents a non-IFRS number and is comprised of Cash, cash
equivalents and short-term investments held at PureTech Health plc and our
following wholly-owned subsidiaries: PureTech LYT, Inc., PureTech LYT 100,
Inc., Alivio Therapeutics, Inc., PureTech Management, Inc., PureTech Health
LLC, PureTech Securities Corp., PureTech Securities II Corp. For a
reconciliation of this number to the IFRS equivalent number, please refer to
the "Non-IFRS Financial Information" section of this report.
6 Cash, cash equivalents and short-term investments as of June 30,
2025, and as of December 31, 2024 held at PureTech Health plc and consolidated
subsidiaries. For more information, please see below under the heading
"Non-IFRS Financial Information."
Interim Management Report and Financial Review
Introduction
Refining our model to create more value, more efficiently
The first half of 2025 has been a period of meaningful progress and reflection
for PureTech. Our work advancing deupirfenidone (LYT-100) to the cusp of Phase
3-supported by compelling open-label extension (OLE) data from the ELEVATE IPF
study-demonstrates the strength of our internal ability to progress
high-impact programs to late-stage readiness.
At the same time, this experience has sharpened our conviction in the
advantages of our hub-and-spoke model. We will continue to identify, shape,
and clinically de-risk promising candidates at the PureTech hub, but our focus
is firmly on optimizing spend to reach key inflection points, after which
point programs are advanced through Founded Entities or other structures with
dedicated operational capacity and external financing early in the development
process. This will allow us to concentrate internal resources on de-risking
and value creation, while enabling our Founded Entities to move programs
forward at pace, reducing the impact to PureTech's cost base.
A return to our core strengths
This approach is, in many ways, a return to the model behind our greatest
successes. Karuna Therapeutics, now a wholly owned subsidiary of Bristol Myers
Squibb, remains a prime example, having transformed the treatment landscape
for schizophrenia and generated more than $1 billion in proceeds to PureTech
from a modest initial investment. By concentrating on what we do best, we can
operate with greater discipline, flexibility, and long-term upside for
shareholders.
Our priorities are clear: advance our current Founded Entities, make targeted
investments in the next wave of high-conviction programs, and deliver value to
shareholders. We have returned $150 million to shareholders since 2022, and
the Board will continue to evaluate opportunities for further returns in light
of portfolio progress, financial position, and market conditions.
Strengthening our UK market presence
We remain committed to our London Stock Exchange listing, which we view as a
strategic advantage and an important part of our identity. PureTech offers UK
investors unique access to globally competitive, high-conviction
biotherapeutics programs under the stewardship of a proven team in Boston-the
world's leading biotech hub. To deepen this engagement, we have recently
appointed UBS and Peel Hunt as joint UK corporate brokers and will be
initiating a search for up to two Non-Executive Directors to include deep UK
capital markets expertise.
Focused on impact
Looking ahead, we are committed to advancing our current portfolio
efficiently, maintaining a strong balance sheet, and taking a disciplined
approach to new innovation, as we have done so successfully in the past. As
part of this commitment, we expect operational support for Celea and Gallop to
transition fully to their respective Founded Entities or other external
structures in the coming months. This is intended to significantly reduce
PureTech's cash burn over the course of 2026, while preserving our potential
upside in both programs.
Together, our focused portfolio, distinctive approach to advancing high-impact
science, and disciplined, capital-efficient model position us to deliver on
both sides of our mission: bringing transformative medicines to patients and
building enduring value for shareholders.
Notable Developments
Celea Therapeutics
In the August 2025 post-period, PureTech launched Celea Therapeutics ("Celea")
to advance deupirfenidone (LYT-100), a Phase 3-ready therapeutic candidate
with the potential to serve as a new standard of care for idiopathic pulmonary
fibrosis (IPF), a rare, progressive, and fatal lung disease, as well as other
fibrotic lung diseases. Sven Dethlefs, PhD, who had served as PureTech's
Entrepreneur-in-Residence for more than a year and played a central role in
advancing deupirfenidone, was appointed to lead the new Founded Entity. Dr.
Dethlefs brings more than 25 years of pharmaceutical leadership experience,
most recently as Executive Vice President and CEO of Teva North America.
Deupirfenidone is a deuterated form of pirfenidone, which - along with
nintedanib - is one of the two FDA-approved treatments for IPF. Both approved
therapies offer only modest efficacy in slowing lung function decline, largely
due to tolerability challenges that limit the ability to achieve higher doses
that could significantly improve patient outcomes. These limitations have
contributed to low treatment uptake and poor adherence, with approximately 25%
of people with IPF in the U.S. ever receiving either drug. Despite this,
combined peak global sales exceeded $5 billion, representing a significant
market opportunity in IPF and other fibrotic lung diseases.1
The launch of Celea followed significant clinical and scientific progress in
the first half of 2025 and the post-period, including a late-breaking oral
presentation in May at the American Thoracic Society (ATS) International
Conference and a robust presence in August at the IPF Summit. Data presented
reinforced the strength and durability of deupirfenidone's treatment effect,
its favorable tolerability profile, and its potential to slow lung function
decline to rates similar to those expected in healthy older adults, while also
underscoring PureTech's sophisticated clinical development strategy and
comprehensive planning for Phase 3 and beyond.
Notably, initial data from the ongoing OLE study showed that the treatment
effect with deupirfenidone 825 mg TID was sustained out to at least 52 weeks.
As of May 9, 2025, a total of 101 patients had received at least 52 weeks of
treatment. Those in the deupirfenidone 825 mg TID arm experienced a decline in
forced vital capacity (FVC) of -32.8 mL over the 52-week period, which is
similar to the expected natural decline in lung function in healthy older
adults over one year (approximately -30 to -50 mL).(2) These longer-term data
support the durability of the treatment effect and reinforce its potential to
stabilize lung function decline over time while maintaining favorable safety
and tolerability.
Additional findings from the OLE will be shared at the European Respiratory
Society (ERS) International Congress in September 2025, including "switch
data" from participants who transitioned to deupirfenidone in OLE after
initially receiving placebo or pirfenidone during the 26-week blinded portion
of the Phase 2b trial. These data will provide further insight into
deupirfenidone's differentiated profile and potential to deliver meaningful
clinical benefit.
PureTech has taken a thoughtful and data-driven approach to prepare for
deupirfenidone's next regulatory milestone. This includes conducting a full
analysis of the Phase 2b dataset, integration of maturing data from the
ongoing OLE, and engagement with industry-leading regulatory advisors and key
opinion leaders. As such, Celea expects to meet with the FDA by the end of the
third quarter of 2025 and, pending alignment, aims to initiate its Phase 3
trial in IPF in the first half of 2026.
Gallop Oncology
Gallop Oncology, Inc. ("Gallop") is pioneering novel therapies for the
treatment of hematological malignancies and solid tumors. Its lead candidate,
LYT-200, is a fully human monoclonal antibody targeting galectin-9, an
oncogenic driver and potent immunosuppressor in cancer.
FDA has granted multiple designations to LYT-200, including Fast Track for
AML, Fast Track for metastatic head and neck cancer in combination with
anti-PD-1 therapy, and Orphan Drug designation for AML. This recognition
highlights the significant unmet need and underscores the quality of efficacy
and safety data generated with LYT-200, positioning it as a differentiated
therapeutic approach.
Hematological Malignancies (AML and MDS)
Enrollment has been completed in the Phase 1b trial evaluating LYT-200 as a
monotherapy and in combination with venetoclax/hypomethylating agents (HMA)
for acute myeloid leukemia (AML) and myelodysplastic syndrome (MDS). LYT-200
has shown a favorable safety/tolerability profile across both arms and all
dose levels studied, with no dose-limiting toxicities, as well as clinical
efficacy, hematological improvement, and sustained disease management and
survival benefit.
As of April 28, 2025, patients have received LYT-200 at five dose levels (2.0
mg/kg to 16.0 mg/kg) in the monotherapy arm. Across all dose levels, LYT-200
has demonstrated clinical benefit and responses in heavily pre-treated,
relapsed/refractory AML/MDS patients, even in those with complex cytogenetics
and mutations such as KRAS, NRAS, and BRAF, as well as patients previously
fully refractory to standard of care. At dose levels of 7.5mg/kg and above,
treatment with LYT-200 has resulted in 1 complete response (CR), 3 partial
responses (PRs), and more than 50% of patients treated experienced stable
disease. The average treatment duration with the single agent was 3.5 months
as of the data cutoff, which is meaningful in this heavily pretreated
population who have already exhausted all standard-of-care options.
When administered in combination with venetoclax/HMA, results as of April 28,
2025, demonstrate that LYT-200 may enhance the efficacy of standard-of-care
therapies, even in relapsed or refractory patients. In the combination arm,
patients received LYT-200 across three dose levels (4.0 mg/kg, 7.5 mg/kg, and
12.0 mg/kg), resulting in 6 CRs, 1 morphological leukemia-free state (MLFS),
and 50% of patients experienced stable disease. The average time on
combination therapy was 4 months as of the data cutoff, which is meaningful in
a patient population whose time to progression tends to be less than 1 month
and whose overall survival averages 1.7-2.4 months with standard-of-care
therapy. Patients who benefit show hematological improvement as well as
achieve transfusion independence.
Since the April data cutoff, patients have continued to demonstrate meaningful
and sustained clinical benefit, resulting in longer treatment durations and
extended follow-up. This has allowed for the collection of a more mature
dataset and the selection of a dose to be proposed to regulators for
advancement into Phase 2. With the strength of the responses observed to date
and the longer treatment durations achieved, topline efficacy results are now
expected in the fourth quarter of 2025, with additional efficacy and overall
survival data anticipated in the first half of 2026. These milestones will
provide a more robust foundation for regulatory discussions and will help
further de-risk the design of Phase 2 studies and inform the broader
development strategy.
Solid Tumors
Gallop has also advanced LYT-200 in solid tumors, where outcomes for patients
with relapsed or refractory disease remain poor. The Phase 1b trial evaluating
LYT-200 as a monotherapy and in combination with the anti-PD-1 antibody
tislelizumab successfully completed in the first half of 2025. LYT-200
demonstrated a favorable safety profile in all cohorts and showed disease
control and initial efficacy signals. The study enrolled 44 heavily pretreated
patients across 13 U.S. sites, including individuals with head and neck and
urothelial cancers.
In the single-agent cohorts, patients received LYT-200 between 0.2-16 mg/kg
every two weeks (Q2W) or 10 mg/kg weekly (QW). Among 20 all-comer patients,
treatment was well tolerated with no LYT-200-related serious adverse events,
and disease control was observed at dose levels of 6.3 mg/kg and above. In the
combination cohorts, patients were treated with LYT-200 plus tislelizumab.
Among the 24 patients enrolled (19 head and neck, 5 urothelial), outcomes
were most pronounced in head and neck cancer, where one patient achieved a
complete response lasting more than two years, two patients had partial
responses, and two patients had stable disease, for an overall response rate
of 33% and a disease control rate of 50% at the 6.3 mg/kg dose.
Together, these findings reinforce the potential of LYT-200 both as a single
agent and in rational immunotherapy combinations. The safety and early
efficacy observed in head and neck cancer, in particular, provide a strong
foundation for advancing LYT-200 into further clinical evaluation.
Seaport Therapeutics
Seaport Therapeutics, Inc. ("Seaport") is advancing a clinical-stage pipeline
of novel neuropsychiatric medicines based on its proprietary Glyph™
platform, which was validated and initially advanced at PureTech and is now
exclusively licensed and assigned to Seaport. Glyph uses the lymphatic system
to enable and enhance the oral administration of drugs, which are absorbed
like dietary fats through the intestinal lymphatic system and transported into
circulation. The Glyph platform has the potential to be widely applied to many
therapeutic molecules that have high first-pass metabolism otherwise leading
to low bioavailability and/or side effects, including liver enzyme elevations
or hepatotoxicity. For each program, Seaport leverages its Glyph platform to
create unique sets of prodrugs with differentiated profiles, including
lymphatic transport and conversion characteristics, as potential candidates to
advance into preclinical and clinical proof-of-concept studies.
In the July 2025 post-period, Seaport announced that the first patient had
been dosed in the Phase 2b BUOY-1 study of GlyphAllo™ (SPT-300 or Glyph
Allopregnanolone) in major depressive disorder (MDD) with or without anxious
distress. GlyphAllo is an oral prodrug of allopregnanolone, which is an
endogenous molecule that has been shown to dampen stress, has antidepressant
and anxiolytic activity and sleep-promoting effects but poor oral
bioavailability due to substantial first-pass hepatic metabolism.
Allopregnanolone was previously only approved as an intravenous infusion,
which limited the scope of its clinical use. A synthetic analog of
allopregnanolone was previously evaluated in MDD and showed promise but may
not retain the activity, potency and the breadth of the natural biological
response of endogenous allopregnanolone. In a Phase 1 clinical study,
GlyphAllo demonstrated oral bioavailability, tolerability and
γ-aminobutyric-acid type A (GABA(A)) receptor target engagement in healthy
volunteers. In a Phase 2a clinical study, GlyphAllo demonstrated initial
proof-of-concept in the Trier Social Stress Test, a validated clinical model
of anxiety in healthy volunteers.
In February 2025, Seaport also announced the publication of new research in
Molecular Pharmaceutics, demonstrating the Glyph platform's unique ability to
enhance drug transport through the lymphatic system for increased therapeutic
exposure. The paper is the first to show the impact of changing the drug
attachment point of a lymph-directed prodrug on lymphatic drug transport and
targeted drug exposure. A newly examined phenol attachment point showed the
highest lymphatic transport of an immunomodulatory drug, MPA, reported to date
- approximately 55 percent - and up to two-fold higher release in lymph nodes
compared to the previously reported acid attachment point. This research
deepened the evidence supporting Glyph's ability to render a wide variety of
molecules, including immunomodulators, more amenable to lymphatic transport
and thus provide them with direct access to the immune system.
Seaport's pipeline also includes GlyphAgo™ (SPT-320 or Glyph Agomelatine), a
novel prodrug of agomelatine, for generalized anxiety disorder; and
Glyph2BLSD™ (SPT-348 or Glyph-2-bromo-LSD), a prodrug of 2-bromo-LSD that
has the potential for treatment-resistant depression, headache disorders, and
other conditions. Beyond these programs, Seaport has multiple discovery and
preclinical programs underway.
Vedanta Biosciences
Vedanta Biosciences, Inc. ("Vedanta") is advancing the development of a
potential new category of oral therapies utilizing defined consortia of
bacteria isolated from the human microbiome and grown from pure clonal cell
banks. In the first half of 2025, Vedanta continued to enroll patients into
the Phase 3 RESTORATiVE303 registrational study of VE303, an orally
administered defined bacterial consortium candidate for the prevention of
recurrent C. difficile infection (rCDI), with topline data expected in 2026.
The RESTORATiVE303 trial is evaluating the efficacy and safety of VE303 in
patients with rCDI and is intended to form the basis for a BLA to be filed
with the FDA. In January 2025, Vedanta published additional VE303 Phase 2
results in Nature Medicine supporting clinical results from Vedanta's
successful Phase 2 study, which demonstrated that the higher dose of VE303
studied was well tolerated and reduced the odds of CDI recurrence by more than
80% compared with placebo. Vedanta also continued to advance the VE707 program
for reducing colonization and preventing subsequent infections caused by
multidrug-resistant organisms, with submission of an investigational new drug
(IND) application expected in 2026. In the August 2025 post-period, Vedanta
announced that the Phase 2 COLLECTiVE202 study of VE202 for the treatment of
patients with mild-to-moderate ulcerative colitis (UC) did not achieve the
primary endpoint. Analyses of bacterial colonization, histological findings,
and immune responses are ongoing and will be shared in future scientific
forums, though the company is re-allocating its efforts and resources on other
pipeline programs.
Sonde Health
Sonde Health, Inc. ("Sonde") is progressing a voice-based artificial
intelligence platform that detects changes in the sound of voice that are
linked to health conditions - such as depression, anxiety and respiratory
disease - to provide health tracking and monitoring. In January 2025, Sonde
integrated its voice-based health monitoring technology into Qualcomm's
Snapdragon® S7+ Gen 1 Sound Platform. Building on its longtime partnership
with Qualcomm, Sonde optimized its technology to operate within the strict
power and processing constraints of audio earbud and headset devices while
maintaining its industry-leading accuracy. In February 2025, Sonde
successfully completed a large-scale trial with one of the top oil and gas
conglomerates in the world. During the 6-week trial, over 4,000 workers across
60 sites used Sonde's Mental Fitness tracking app and insight dashboard with
Sonde effectively identifying at-risk workers and enabling proactive
intervention as well as delivering significant positive predictive value for a
healthy population. In May 2025, Sonde Health and Saaya Health forged a
strategic partnership to improve workforce performance and wellness for
blue-collar enterprises. This collaboration integrates Sonde's advanced vocal
biomarker technology with Saaya Health's holistic wellbeing platform, offering
an end-to-end solution that empowers employers to monitor, assess, and enhance
the mental and cognitive health of their frontline workers. By the end of June
2025, Sonde has successfully completed two pilots with the US Air Force
demonstrating its feasibility to provide mental fitness health tracking on
actual missions.
Entrega
Entrega, Inc. ("Entrega") is progressing a technology platform to enable the
oral administration of biologics, vaccines and other drugs that are otherwise
not efficiently absorbed when taken orally. Entrega's innovative approach uses
a proprietary, customizable hydrogel dosage form to control local fluid
microenvironments in the gastrointestinal tract in an effort to both enhance
absorption and reduce the variability of drug exposure. Entrega has generated
preclinical proof-of-concept data demonstrating administration of therapeutic
peptides into the bloodstream of large animals.
Vor Biopharma
Vor Biopharma Inc. (Nasdaq: VOR) ("Vor") announced in May 2025 that it was
exploring strategic alternatives based on the available clinical data and the
challenging fundraising environment. Effective June 26, 2025, PureTech
completed the divestment of its remaining equity holdings in Vor, with
proceeds of approximately $2.8 million before expenses.
1 Esbriet peak sales (2020) per Roche 2021 Financial Results &
Ofev peak sales (2024) per Boehringer Ingelheim 2024 Financial Results. Ofev
sales include those for all approved indications - IPF, PF-ILD, and systemic
sclerosis-associated interstitial lung disease (SSc-ILD).
2 Valenzuela, C., Bonella, F., Moor, C., Weimann, G., Miede, C.,
Stowasser, S., & Maher, T. (2024, September). Decline in forced vital
capacity (FVC) in subjects with idiopathic pulmonary fibrosis (IPF) and
progressive pulmonary fibrosis (PPF) compared with healthy references [Poster
presentation]. European Respiratory Society International Congress, Vienna,
Austria; and Luoto, J., Pihlsgård, M., Wollmer, P., & Elmståhl, S.
(2019). Relative and absolute lung function change in a general population
aged 60-102 years. European Respiratory Journal, 53(3), 1701812.
https://doi.org/10.1183/13993003.01812-2017
(https://doi.org/10.1183/13993003.01812-2017)
Financial Review
Reporting Framework
You should read the following discussion and analysis together with our
Condensed Consolidated Financial Statements, including the notes thereto, set
forth elsewhere in this report. Some of the information contained in this
discussion and analysis or set forth elsewhere in this report, including
information with respect to our plans and strategy for our business and
financing our business, includes forward-looking statements that involve risks
and uncertainties. You should read this discussion and analysis in conjunction
with the risks identified in the "Risk Factor Annex" on pages 182 to 219 of
our "Annual Report and Accounts 2024", also included as Exhibit 15.1 to the
Form 20-F for the fiscal year ended December 31, 2024 filed with the
Securities and Exchange Commission on April 30, 2025. As a result of many
factors, our actual results could differ materially from the results described
in or implied by these forward-looking statements.
Our unaudited Condensed Consolidated Financial Statements as of June 30, 2025,
and for the six months ended June 30, 2025, and 2024, have been prepared in
accordance with International Accounting Standard ("IAS") 34 Interim Financial
Reporting as adopted for use in the UK and also comply fully with IAS 34 as
issued by the International Accounting Standards Board ("IASB"). This report
should be read in conjunction with the Group's 2024 Annual Reports and
Accounts as of and for the year ended December 31, 2024.
The following discussion contains references to the Consolidated Financial
Statements of PureTech Health plc (the "Parent") and its consolidated
subsidiaries, together "the Group". These financial statements consolidate
PureTech Health plc's subsidiaries and include the Group's interest in
associates by way of equity method, as well as investments held at fair value.
Subsidiaries are those entities over which the Group maintains control.
Associates are those entities in which the Group does not have control for
financial accounting purposes but maintains significant influence over
financial and operating policies. Where the Group has neither control nor
significant influence for financial accounting purposes, or when the
investment in associates is not in instruments that would be considered equity
for accounting purposes, we recognize our holdings in such entity as an
investment at fair value with changes in fair value being recorded in the
Condensed Consolidated Statement of Comprehensive Income/(Loss). For purposes
of our Condensed Consolidated Financial Statements, each of our Founded
Entities(1) are considered to be either a "subsidiary", an "associate" or an
"investment held at fair value" depending on whether the Group controls or
maintains significant influence over the financial and operating policies of
the respective entity at the respective period end date, and depending on the
form of the investment. For additional information regarding the accounting
treatment of these entities, see Note 1. Material Accounting Policies to our
Consolidated Financial Statements included in our 2024 Annual Report and
Accounts. For additional information regarding our operating structure, see
"Basis of Presentation and Consolidation" below.
Business Background and Results Overview
The business background is discussed above in the Interim Management Report,
which describes the business development of our overall portfolio, including
our Wholly-Owned Programs(3) and Founded Entities.
Our ability to achieve profitability will depend on the successful
monetization of our Founded Entities or Wholly-Owned Programs or other revenue
generating activities. Such monetization will largely depend on the successful
development of one or more therapeutic candidates of our Founded Entities,
which may or may not occur.
Monetization includes the sale of our equity interest in our Founded Entities,
the receipt of, or the sale of rights to, royalties, entering into strategic
partnerships, and other related business development activities.
We deconsolidated a number of our Founded Entities, specifically Seaport
Therapeutics, Inc. ("Seaport") in October 2024, Vedanta Biosciences, Inc.
("Vedanta") in 2023, Sonde Health Inc. ("Sonde") in 2022, Karuna Therapeutics,
Inc. ("Karuna"), Vor Biopharma Inc. ("Vor") and Gelesis, Inc. ("Gelesis") in
2019, and Akili Interactive Labs, Inc. ("Akili") in 2018.
Any deconsolidation affects our financials in the following manner:
• our ownership interest does not provide us with a controlling
financial interest;
• we no longer control the Founded Entity's assets and liabilities,
and as a result, we derecognize the assets, liabilities and non-controlling
interests related to the Founded Entity from our financial statements;
• we record our retained investment in the Founded Entity at fair
value; and
• the resulting amount of any gain or loss is recognized.
Whilst we do not plan to fully fund our deupirfenidone (LYT-100) or LYT-200
programs, we anticipate that we will invest in the respective Founded Entities
that house those programs, Celea Therapeutics and Gallop Oncology, in
conjunction with external investors. We also anticipate we will be providing a
certain level of funding in 2025 and potentially in 2026 while we seek
external sources of funding. Consequently, we anticipate our expenses to
increase in the short term as we continue to advance our Wholly-Owned
Programs. However, we anticipate a decrease in our expenses in the mid- and
long-term in connection with execution of our current strategy of housing
these Wholly-Owned Programs in Founded Entities and accessing external sources
of funding at the Founded Entity level, which, over time, could lead to the
deconsolidation of the Founded Entities. The increase in our expenses and
capital requirements in the near term will involve:
• continued research and development efforts to advance our clinical
programs through development; and
• addition of clinical, scientific, operational, financial and
management information systems and maintaining appropriate levels of personnel
to execute on our strategic initiatives.
1. Founded Entities are comprised of the entities which the Company
incorporated and announced the incorporation as a Founded Entity externally.
It includes certain of the Company's wholly-owned subsidiaries which have been
announced by the Company as Founded Entities, Controlled Founded Entities(2)
and deconsolidated Founded Entities. As of June 30, 2025, deconsolidated
Founded Entities included Gelesis, Inc., Sonde Health, Inc., Vedanta
Biosciences, Inc., and Seaport Therapeutics, Inc.
2. Controlled Founded Entities are comprised of the Company's
consolidated operational subsidiaries that currently have already raised
third-party dilutive capital. As of June 30, 2025, Controlled Founded Entities
included only Entrega. Inc.
3. Wholly-Owned Programs are comprised of the Company's current and
future therapeutic candidates and technologies that are developed by the
Company's wholly-owned subsidiaries, whether they were announced as a Founded
Entity or not, and will be advanced through with either the Company's funding
or non-dilutive sources of financing. As of June 30 ,2025, Wholly-Owned
Programs were developed by the wholly-owned subsidiaries including PureTech
LYT, Inc., PureTech LYT 100, Inc. and Gallop Oncology, Inc. and included
primarily the programs deupirfenidone, and LYT-200.
In addition, with respect to our Founded Entities' programs, we anticipate
that we will continue to fund a small portion of development costs by
strategically participating in such companies' financings when we believe
participation in such financings is in the best interests of our shareholders.
The form of any such participation may include investment in public or private
financings, collaboration, partnership arrangements, and/or licensing
arrangements, among others. Our management and strategic decision makers, who
is our Board of Directors, consider the future funding needs of our Founded
Entities and evaluate rigorously the needs and opportunities for returns with
respect to each of these Founded Entities routinely and on a case-by-case
basis.
As a result, we may need access to additional funding in the future at the
PureTech level, following the period described below in the Funding
Requirements section, to support our continuing operations and pursue our
strategic objectives, including participating in financing activities at the
Founded Entity level and pursuing early stage innovation and development of
new assets. We expect to finance our operations through a combination of
monetization of our interests in our Founded Entities, collaborations with
third parties, or other sources. We may be unable to access additional funds
or enter into such other agreements or arrangements when needed on favorable
terms, or at all. If we are unable to raise capital or enter into such
agreements, as and when needed, we may have to delay, scale back or
discontinue our continuing operations and pursuit of our strategic objectives,
including participating in financing activities at the Founded Entity level
and pursuing early stage innovation and development of new assets. Further, if
we are unable to obtain external funding for our deupirfenidone and LYT-200
programs, we may have to delay, scale back or discontinue the development and
commercialization of one or more of these Wholly-Owned programs.
Measuring Performance
The Financial Review discusses our operating and financial performance, our
cash flows and liquidity as well as our financial position and our resources.
The results of current period are compared with the results of the comparative
period in the prior year.
Reported Performance
Reported performance considers all factors that have affected the results of
our business, as reflected in our Condensed Consolidated Financial Statements.
Core Performance
Core performance measures are alternative performance measures, which are
adjusted and non-IFRS measures. These measures cannot be derived directly from
our Condensed Consolidated Financial Statements. We believe that these
non-IFRS performance measures, when provided in combination with reported
performance, will provide investors, analysts and other stakeholders with
helpful complementary information to better understand our financial
performance and our financial position from period to period. The measures are
also used by management for planning and reporting purposes. The measures are
not substitutable for IFRS financial information and should not be considered
superior to financial information presented in accordance with IFRS.
Cash flow and liquidity
PureTech Level cash, cash equivalents and short-term investments Measure type: Core performance
Definition: Cash and cash equivalents and short-term investments held at
PureTech Health plc and our wholly-owned subsidiaries.
Why we use it: PureTech Level cash, cash equivalents and short-term
investments is a measure that provides valuable additional information with
respect to cash, cash equivalents and short-term investments available to fund
the Wholly-Owned Programs and make certain investments in Founded Entities.
Recent Developments (subsequent to June 30, 2025)
The Group has evaluated subsequent events after June 30, 2025 up to the date
of issuance, August 28, 2025, of the Condensed Consolidated Financial
Statements, and has not identified any recordable or disclosable events not
otherwise reported in these Condensed Consolidated Financial Statements or
notes thereto, except for the following.
In August 2025, the Group launched a new Founded Entity Celea Therapeutics to
advance deupirfenidone, a Phase 3-ready therapeutic candidate from the
Wholly-Owned Programs segment. The financial results of this program were
included in the Wholly-Owned Programs segment in the footnotes to the
Condensed Consolidated Financial Statements, as of June 30, 2025 and December
31, 2024, and for the six months ended June 30, 2025 and June 30, 2024,
respectively. Upon raising dilutive third-party financing, the financial
results of this entity will be included in the Controlled Founded Entities
segment to the extent that the Group maintains control over this entity.
In August 2025, Vedanta Biosciences, Inc. (Vedanta), one of the Group's
Founded Entities, was recapitalized through the completion of a Series A
preferred stock financing. As a result of the recapitalization, the Group's
existing investment in Vedanta's convertible preferred shares was converted
into shares of Vedanta common stock and Series A-2 preferred stock. In
addition, the secured convertible promissory note held by the Group from
Vedanta, in the principal amount of $5.0 million, was converted into shares of
Vedanta Series A-1 preferred stock. Through the Series A preferred stock
financing, the Group invested $0.9 million and received 1,477,692 shares of
Series A preferred stock.
As part of these transactions, Vedanta amended and restated its Investor
Rights Agreement, which reduced the number of directors the Group has the
ability to designate from four to one. The Group's ownership stake in Vedanta
has been diluted to 4.2% on a fully diluted basis.
Financial Highlights
The following is the reconciliation of the amounts appearing in our Condensed
Consolidated Statement of Financial Position to the non-IFRS alternative
performance measure described above:
(in thousands) June 30, 2025 December 31, 2024
Cash and cash equivalents $260,604 $280,641
Short-term investments 59,303 86,666
Consolidated cash, cash equivalents and short-term investments 319,907 367,307
Less: cash and cash equivalents held at non-wholly owned subsidiaries (286) (493)
PureTech Level cash, cash equivalents and short-term investments $319,621 $366,813
Basis of Presentation and Consolidation
Our Condensed Consolidated Financial Information consolidates the financial
information of PureTech Health plc, as well as its subsidiaries, and includes
our interest in associates and investments held at fair value and is reported
in reportable segments as described below.
Basis for Segmentation
Our Directors are our strategic decision-makers. Our operating segments are
determined based on the financial information provided to our Directors
periodically for the purposes of allocating resources and assessing
performance. We have determined each of our Wholly-Owned Programs represents
an operating segment, and we have aggregated each of these operating segments
into one reportable segment, the Wholly-Owned Programs segment. Each of our
Controlled Founded Entities represents an operating segment. We aggregate each
Controlled Founded Entity operating segment into one reportable segment, the
Controlled Founded Entities segment. The aggregation is based on the high
level of operational and financial similarities of the operating segments. For
our entities that do not meet the definition of an operating segment, we
present this information in the Parent Company and Other column in our segment
footnote to reconcile the information in the segment footnote to our Condensed
Consolidated Financial Statements. Substantially all of our revenue and profit
generating activities are generated within the United States and, accordingly,
no geographical disclosures are provided.
Results of Operations
The following table, which has been derived from our unaudited financial
statements for the six months ended June 30, 2025 and June 30, 2024, included
herein, summarizes our results of operations for the periods indicated,
together with the changes in those items:
Six Months Ended June 30,
(in thousands) 2025 2024 Change
(2024 to 2025)
Contract revenue $1,851 $- $1,851
Grant revenue - 288 (288)
Total revenue 1,851 288 1,563
Operating expenses:
General and administrative expenses (24,883) (27,758) 2,876
Research and development expenses (24,900) (38,928) 14,029
Operating income/(loss) (47,931) (66,398) 18,467
Other income/(expense):
Gain/(loss) on investments held at fair value 3,679 3,882 (203)
Realized gain/(loss) on sale of investments 375 151 225
Gain/(loss) on investments in notes from associates (3,726) 11,612 (15,338)
Other income/(expense) 670 548 122
Other income/(expense) 998 16,193 (15,195)
Net finance income/(costs) 6,363 (1,468) 7,830
Share of net income/(loss) of associates accounted for using the equity method (3,996) (3,357) (639)
Gain/(loss) on dilution of ownership interest in associate 708 - 708
Income/(loss) before income taxes (43,859) (55,030) 11,171
Taxation (923) 6,147 (7,070)
Net income/(loss) including non-controlling interest (44,781) (48,883) 4,102
Less income/(loss) attributable to non-controlling interests (176) (7,111) 6,934
Net income/(loss) attributable to the Owners of the Group $(44,605) $(41,773) $(2,832)
Comparison of the Six Months Ended June 30, 2025 and June 30, 2024
Total Revenue
Six Months Ended June 30,
(in thousands) 2025 2024 Change
Total Contract Revenue $1,851 $- $1,851
Total Grant Revenue - 288 (288)
Total Revenue $1,851 $288 $1,563
Our total revenue was $1.9 million for the six months ended June 30, 2025, an
increase of $1.6 million, or 542% compared to the six months ended June 30,
2024. The increase in revenue is primarily due the recognition of royalty
revenue from sales of Cobenfy (formerly KarXT), approved by the U.S. Food and
Drug Administration in September 2024, pursuant to a patent license agreement
between PureTech and Karuna. The increase is partially offset by a decrease in
grant revenue of $0.3 million related to completed grants in 2024. The
royalty revenue recognized in the six months ended June 30, 2025 was paid to
Royalty Pharma in July 2025 in accordance with Royalty Purchase Agreement. See
Note 12. Sale of Future Royalties Liability.
General and Administrative Expenses
Our general and administrative expenses were $24.9 million for the six months
ended June 30, 2025, a decrease of $2.9 million, or 10% compared to the six
months ended June 30, 2024. The decrease is primarily driven by workforce
reductions, particularly decrease in workforce related expenses such as
payroll, share based compensation, and recruiting expenses resulting from the
deconsolidation of Seaport.
Research and Development Expenses
The following table shows the research and development expenses by program.
Six Months Ended June 30,
(in thousands) 2025 2024 Change
Deupirfenidone (LYT-100) program external costs $(13,364) $(17,056) $3,692
LYT-200 program external costs (5,520) (5,931) 411
LYT-300* program external costs - (695) 695
Wholly owned PureTech platform and other non-clinical programs external costs - (4,421) 4,421
Controlled Founded Entities programs - (1,680) 1,680
Other research program external costs (30) - (30)
Payroll costs (5,593) (8,319) 2,726
Facilities and other expenses (391) (826) 435
Total Research and Development Expenses: $(24,900) $(38,928) $14,029
*Now Known as GlyphAllo (SPT-300)
Our research and development expenses were $24.9 million for the six months
ended June 30, 2025, a decrease of $14.0 million, or 36% compared to the six
months ended June 30, 2024.
The decrease in research and development expenses in 2025 is driven by the
following changes in program costs:
• Decrease in deupirfenidone program costs of $3.7 million is due
to the completion of phase II study and data readout in December 2024 and
corresponding reduction in clinical operating expense as preparation
activities for the phase III study were executed during 2025.
• Decrease in LYT-200 program costs of $0.4 million is due to the
completion of the solid tumors Phase 1b portion of the program.
• Decrease in LYT-300 program costs of $0.7 million and decrease in
wholly owned PureTech Platform and other non-clinical programs costs of
$4.4 million are due to the development of LYT-300 program and Glyph
platform, now owned by Seaport, our Founded Entity, which was deconsolidated
in October, 2024. As a result, there are no costs recorded for the LYT-300
program or Glyph platform for the six months ended June 30, 2025.
• The Controlled Founded Entities program costs in 2024 pertain
entirely to Seaport's LYT-300 program during the period of consolidation and
until its deconsolidation in October 2024.
• Decrease in payroll costs of $2.7 million is driven by an overall
reduction in headcount, primarily driven by the deconsolidation of Seaport in
October 2024.
• Decrease in facilities and other expenses of $0.4 million is
primarily driven by lower consulting spend in 2025 and lower depreciation
expense resulting from the lower fixed asset balance in 2025.
Total Other Income/(Expense)
Total other income was $1.0 million for the six months ended June 30, 2025
compared to $16.2 million for the six months ended June 30, 2024, a decrease
of $15.2 million, or 94%. The decrease in other income was primarily
attributable to the changes in the fair value of notes from associates: A loss
of $3.7 million in the six months ended June 30, 2025 attributed to the
decrease in the fair value of the Vedanta convertible debt compared to a gain
of $11.6 million in the six months ended June 30, 2024 attributed to the
increase in the fair value of the Gelesis notes. This change resulted in a
decrease in other income of $15.3 million.
Net Finance Income/(Costs)
Net finance income was $6.4 million for the six months ended June 30, 2025,
compared to an expense of $1.5 million for the six months ended June 30,
2024, an increase of net finance income of $7.8 million or 534%. The increase
in net finance income is primarily attributed to a decrease in non-cash
interest expense related to the sale of future royalties liability resulting
from a change in forecast for Cobenfy sales, partially offset by a decrease in
interest income resulting from lower cash and cash equivalents and short-term
investments balances in the six months ended June 30, 2025.
Share of Net Income/(loss) of Associates Accounted for Using the Equity Method
For the six months ended June 30, 2025, the share in net loss of associates
reported under the equity method was $4.0 million as compared to the share in
net loss of associates of $3.4 million for the six months ended June 30,
2024, an increase in loss of $0.6 million or 19%. The increase in loss was
primarily attributable to the Group's share of net loss from Seaport accounted
for under the equity method upon deconsolidation in October, 2024.
Taxation
For the six months ended June 30, 2025, the income tax expense was
$0.9 million, compared to an income tax benefit of $6.1 million for the six
months ended June 30, 2024, a decrease in income tax benefit of $7.1 million
or 115%. The income tax benefit recorded during the six months ended June 30,
2024 was primarily due to the recognition of a discrete income tax benefit
related to the capital loss from the Akili investment, which was a
non-recurring event. Income tax expense recorded during the six months ended
June 30, 2025 relates to the recognition of a reserve for an uncertain tax
position.
Material Accounting Policies and Significant Judgments and Estimates
Our financial review of the financial condition and results of operations is
based on our interim financial statements, which we have prepared in
accordance with International Accounting Standards 34 Interim Financial
Reporting as adopted for use in the UK and also comply fully with IAS 34 as
issued by the International Accounting Standards Board. In the preparation of
these financial statements, we are required to make judgments, estimates and
assumptions about the carrying amounts of assets and liabilities that are not
readily apparent from other sources. The estimates and associated assumptions
are based on historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates under different
assumptions or conditions.
Our estimates and assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognized in the period in which the estimate is
revised if the revision affects only that period or in the period of the
revisions and future periods if the revision affects both current and future
periods.
The accounting policies most critical to the judgments and estimates used in
the preparation of our financial statements have not changed from those
disclosed in Note 1. Material Accounting Policies of the accompanying notes to
the Consolidated Financial Statements included in our 2024 Annual Report and
Accounts except for the adoption of new and amended IFRS Accounting Standards
as set out in Note 2. New Standards and Interpretations to our Condensed
Consolidated Financial Statements.
Cash Flow and Liquidity
Our cash flows may fluctuate and are difficult to forecast and will depend on
many factors, including:
• the expenses incurred in the development of wholly-owned and
Controlled Founded Entity therapeutic candidates;
• the revenue, if any, generated by wholly-owned and
Controlled-Founded Entity therapeutic candidates;
• the revenue, if any, generated from licensing and royalty
agreements with Founded Entities;
• the financing requirements of the Wholly-Owned Programs and our
Founded Entities; and
• the investing activities including the monetization, through sale,
of shares held in our public Founded Entities.
As of June 30, 2025, we had consolidated cash and cash equivalents of
$260.6 million and short term investments of $59.3 million. As of June 30,
2025, we had PureTech Level cash, cash equivalents and short-term investments
of $319.6 million. PureTech Level cash, cash equivalents and short term
investments is a non-IFRS measure (for a definition of PureTech Level cash,
cash equivalents and short term investments and a reconciliation to the IFRS
number, see the section Measuring Performance earlier in this Financial
Review).
Cash Flows
The following table summarizes our cash flows for each of the periods
presented:
Six Months Ended June 30,
(in thousands) 2025 2024 Change
Net cash provided by (used in) operating activities $(45,942) $(80,014) $34,073
Net cash provided by (used in) investing activities 29,679 236,512 (206,833)
Net cash provided by (used in) financing activities (3,775) (39,101) 35,326
Net increase (decrease) in cash and cash equivalents $(20,037) $117,397 $(137,434)
Operating Activities
Net cash used in operating activities was $45.9 million for the six months
ended June 30, 2025, as compared to $80.0 million for the six months ended
June 30, 2024, a decrease of $34.1 million in net cash used in operating
activities. The decrease in cash outflows is primarily attributable to a
decrease of $18.5 million in operating loss mainly driven by lower research
and development spend following the deconsolidation of Seaport in October
2024, a decrease of $9.9 million in estimated tax payments, and a $10.5
million change in working capital, partially offset by a decrease of $4.7
million in net cash receipts from interest income.
Investing Activities
Net cash provided by investing activities was $29.7 million for the six months
ended June 30, 2025, as compared to net cash provided by investing activities
of $236.5 million for the six months ended June 30, 2024, a decrease of $206.8
million in net cash provided by investing activities. The decrease in the net
cash inflow was primarily attributed to the one-time $292.7 million proceeds
received from the sale of Karuna shares in 2024, compared to $2.8 million
proceeds received in 2025 from the sale of Vor shares, partially offset by
decrease in cash outflows from short-term investment activities (purchases,
net of redemptions) amounting to $83.1 million.
Financing Activities
Net cash used in financing activities was $3.8 million for the six months
ended June 30, 2025, compared to net cash used in financing activities of
$39.1 million for the six months ended June 30, 2024, a decrease of $35.3
million in net cash used in financing activities. The decrease in net cash
used in financing activities was primarily attributable to a $99.6 million
decrease in cash used for the purchase of shares in connection with the Tender
Offer in 2024, partially offset by $68.1 million in cash proceeds from the
issuance of the subsidiary preferred shares in 2024.
Funding Requirements
We have incurred operating losses since inception. Based on our current plans,
we believe our existing financial assets as of June 30, 2025 will be
sufficient to fund our operations and capital expenditure requirements into
2028. We expect to incur substantial additional expenditures in the near term
to support our ongoing and future activities. We anticipate to continue to
incur net operating losses for the foreseeable future to support our existing
Founded Entities and newly launched Founded Entities (Gallop Oncology and
Celea Therapeutics), and our strategy around creating and supporting other
Founded Entities, should they require it, to reach significant development
milestones in conjunction with our external partners. We also expect to incur
significant costs to advance our Wholly-Owned Programs, to continue research
and development efforts, to discover and progress new therapeutic candidates
and to fund the Group's operating costs into 2028. Our ability to fund our
therapeutic development and clinical operations as well as ability to fund our
existing, newly founded and future Founded Entities, will depend on the amount
and timing of cash received from planned financings, monetization of shares of
Founded Entities and potential business development activities. Our future
capital requirements will depend on many factors, including:
• the costs, timing and outcomes of clinical trials and regulatory
reviews associated with our wholly-owned therapeutic candidates;
• the costs of preparing, filing and prosecuting patent applications
and maintaining, enforcing and defending intellectual property related claims;
• the emergence of competing technologies and products and other
adverse marketing developments;
• the effect on our therapeutic and product development activities
of actions taken by the U.S. Food and Drug Administration ("FDA"), the
European Medicines Agency ("EMA") or other regulatory authorities;
• the number and types of future therapeutics we develop and support
with the goal of eventual commercialization by a Founded Entity;
• The costs, timing and outcomes of identifying, evaluating and
investing in technologies and drug candidates to develop as Wholly-Owned
Programs and, subsequently, as Founded Entities; and
• the success of our Founded Entities and their need for additional
capital.
A change in the outcome of any of these or other variables with respect to the
development of any of our wholly-owned therapeutic candidates could
significantly change the costs and timing associated with the development of
that therapeutic candidate.
Further, our operating plans may change, and we may need additional funds to
meet operational needs and capital requirements for clinical trials and other
research and development activities as we continue to evaluate and invest
strategically in new therapeutic candidates. We currently have no credit
facility or other committed sources of capital beyond our existing financial
assets. Because of the numerous risks and uncertainties associated with the
development and commercialization of our wholly-owned therapeutic candidates,
we have only a general estimate of the amounts of increased capital outlays
and operating expenditures associated with our current and anticipated
therapeutic development programs and these may change in the future.
Condensed Consolidated Statement of Comprehensive Income/(Loss) (Unaudited)
For the six months ended June 30
Note 2025 2024
$000s $000s
Contract revenue 1,851 -
Grant revenue - 288
Total revenue 1,851 288
Operating expenses:
General and administrative expenses (24,883) (27,758)
Research and development expenses (24,900) (38,928)
Operating income/(loss) (47,931) (66,398)
Other income/(expense):
Gain/(loss) on investments held at fair value 4 3,679 3,882
Realized gain/(loss) on sale of investments 4 375 151
Gain/(loss) on investments in notes from associates 6 (3,726) 11,612
Other income/(expense) 670 548
Other income/(expense) 998 16,193
Finance income/(costs):
Finance income 8 7,076 11,732
Finance costs - contractual 8 (960) (1,036)
Finance income/(costs) - fair value accounting 8 - (1,613)
Finance costs - non-cash interest expense related to sale of future royalties 8, 12 247 (10,551)
Net finance income/(costs) 6,363 (1,468)
Share of net income/(loss) of associates accounted for using the equity method 5 (3,996) (3,357)
Gain/(loss) on dilution of ownership interest in associates 5 708 -
Income/(loss) before taxes (43,859) (55,030)
Tax benefit/(expense) 18 (923) 6,147
Income/(loss) for the period (44,781) (48,883)
Total other comprehensive income/(loss) - -
Total comprehensive income/(loss) for the period (44,781) (48,883)
Income/(loss) attributable to:
Owners of the Group (44,605) (41,773)
Non-controlling interests (176) (7,111)
(44,781) (48,883)
Comprehensive income/(loss) attributable to:
Owners of the Group (44,605) (41,773)
Non-controlling interests (176) (7,111)
(44,781) (48,883)
$ $
Earnings/(loss) per share:
Basic earnings/(loss) per share 9 (0.19) (0.15)
Diluted earnings/(loss) per share 9 (0.19) (0.15)
The accompanying notes are an integral part of these financial statements.
Condensed Consolidated Statement of Financial Position (Unaudited)
As of
Note June 30, 2025 December 31, 2024
$000s $000s
Assets
Non-current assets
Property and equipment, net 6,135 7,069
Right of use asset, net 7,179 8,061
Intangible assets, net 601 601
Investments held at fair value 4 191,836 191,426
Investment in associates - equity method 5 - 2,397
Investment in notes from associates, non-current 6 2,628 6,350
Other non-current assets 475 475
Total non-current assets 208,854 216,379
Current assets
Trade and other receivables 2,486 1,522
Income tax receivable 5,179 -
Prepaid expenses 3,795 4,404
Other financial assets 1,644 1,642
Investment in notes from associates, current 6 11,377 11,381
Short-term investments 59,303 86,666
Cash and cash equivalents 260,604 280,641
Total current assets 344,388 386,256
Total assets 553,242 602,635
Equity and liabilities
Equity
Share capital 4,860 4,860
Share premium 290,262 290,262
Treasury stock (44,761) (46,864)
Merger reserve 138,506 138,506
Translation reserve 182 182
Other reserve 10 (978) (4,726)
Retained earnings/(Accumulated deficit) (12,097) 32,486
Equity attributable to the owners of the Group 375,975 414,707
Non-controlling interests 14 (6,950) (6,774)
Total equity 369,025 407,933
Non-current liabilities
Sale of future royalties liability, non-current 12 129,055 136,782
Lease liability, non-current 12,930 14,671
Liability for share-based awards 7 804 1,861
Other long term liabilities 852 -
Total non-current liabilities 143,641 153,314
Current liabilities
Lease liability, current 3,493 3,579
Trade and other payables 15 18,819 27,020
Sale of future royalties liability, current 12 13,600 6,435
Taxes payable - 75
Notes payable 4,496 4,111
Preferred share liability 11, 13 169 169
Total current liabilities 40,576 41,388
Total liabilities 184,217 194,702
Total equity and liabilities 553,242 602,635
Please refer to the accompanying Notes to the condensed consolidated financial
information. Registered number: 09582467.
The Condensed Consolidated Financial Statements were approved by the Board of
Directors and authorized for issuance on August 28, 2025 and signed on its
behalf by:
Sharon Barber-Lui
Interim Chair of the Board of Directors
August 28, 2025
The accompanying notes are an integral part of these financial statements.
Condensed Consolidated Statement of Changes in Equity (Unaudited)
For the six months ended June 30
Share Capital Treasury Shares
Note Shares Amount Share premium Shares Amount Merger reserve $000s Translation reserve Other reserve Retained earnings/ (accumulated deficit) Total Parent equity Non-controlling interests Total
$000s $000s $000s $000s $000s $000s $000s $000s Equity
$000s
Balance January 1, 2024 289,468,159 5,461 290,262 (17,614,428) (44,626) 138,506 182 (9,538) 83,820 464,066 (5,835) 458,232
Net income/(loss) - - - - - - - - (41,773) (41,773) (7,111) (48,883)
Total comprehensive income/(loss) for the period - - - - - - - - (41,773) (41,773) (7,111) (48,883)
Exercise of stock options - - - 412,729 1,041 - - (146) - 895 - 895
Repurchase and cancellation of ordinary shares from Tender Offer 10 (31,540,670) (600) - - - - - 600 (104,558) (104,558) - (104,558)
Purchase of Treasury stock 10 - - - (1,903,990) (4,819) - - - - (4,819) - (4,819)
Equity-settled share-based awards expense 7 - - - - - - - 754 - 754 3,285 4,039
Settlement of restricted stock units 7 - - - 599,512 1,512 - - (211) - 1,301 - 1,301
Expiration of share options in subsidiary - - - - - - - 1 - 1 (1) -
Balance June 30, 2024 257,927,489 4,860 290,262 (18,506,177) (46,892) 138,506 182 (8,541) (62,510) 315,867 (9,661) 306,206
Balance January 1, 2025 257,927,489 4,860 290,262 (18,506,177) (46,864) 138,506 182 (4,726) 32,486 414,707 (6,774) 407,933
Net income/(loss) - - - - - - - - (44,605) (44,605) (176) (44,781)
Total comprehensive income/(loss) for the period - - - - - - - - (44,605) (44,605) (176) (44,781)
Exercise of stock options - - - 65,000 164 - - (58) - 106 - 106
Equity-settled share-based awards expense 7 - - - - - - - 4,340 - 4,340 - 4,340
Settlement of restricted stock units 7 - - - 768,137 1,938 - - (534) - 1,404 - 1,404
Other - - - - 1 - - - 22 23 - 23
Balance June 30, 2025 257,927,489 4,860 290,262 (17,673,040) (44,761) 138,506 182 (978) (12,097) 375,975 (6,950) 369,025
The accompanying notes are an integral part of these financial statements.
Condensed Consolidated Statement of Cash Flows (Unaudited)
For the six months ended June 30
Note 2025 2024
$000s $000s
Cash flows from operating activities:
Income/(loss) for the period (44,781) (48,883)
Adjustments to reconcile income/(loss) for the period to net cash used in
operating activities:
Non-cash items:
Depreciation and amortization 1,692 1,814
Share-based compensation expense 7 4,733 4,648
(Gain)/loss on investment held at fair value 4 (3,679) (3,882)
Realized (gain)/loss on sale of investments 4 (375) (151)
Gain on dilution of ownership interest in associate 5 (708) -
Share of net (income)/ loss of associates accounted for using the equity 5 3,996 3,357
method
(Gain)/loss on investments in notes from associates 6 3,726 (11,612)
(Gain)/loss on disposal of assets (94) (23)
Impairment of fixed assets - 45
Income taxes expense (benefit) 18 923 (6,147)
Finance (income)/costs, net 8 (6,363) 1,468
Changes in operating assets and liabilities:
Trade and other receivables (913) 320
Prepaid expenses and other financial assets 609 (394)
Trade and other payables 15 (6,184) (16,883)
Income taxes paid (5,325) (15,213)
Interest received 7,677 12,196
Interest paid (876) (675)
Net cash provided by (used in) operating activities (45,942) (80,014)
Cash flows from investing activities:
Proceeds from sale of property and equipment 166 188
Sale of investments held at fair value 4 2,753 292,672
Repayment of short-term note from associate - 660
Short-term note to associate - (660)
Purchases of short-term investments (59,275) (213,035)
Proceeds from maturity of short-term investments 86,035 156,687
Net cash provided by (used in) investing activities 29,679 236,512
Cash flows from financing activities:
Issuance of subsidiary preferred shares 11 - 68,100
Payment of lease liability (1,827) (1,648)
Exercise of stock options 106 895
Repurchase of ordinary shares from Tender Offer, including associated costs 10 (2,053) (101,629)
Purchase of treasury stock 10 - (4,819)
Net cash provided by (used in) financing activities (3,775) (39,101)
Net increase (decrease) in cash and cash equivalents (20,037) 117,397
Cash and cash equivalents at beginning of year 280,641 191,081
Cash and cash equivalents at end of period 260,604 308,478
Supplemental disclosure of non-cash investment and financing activities:
Cost associated with Tender Offer not yet paid in cash - 2,929
Settlement of restricted stock units through issuance of equity 1,404 1,301
The accompanying notes are an integral part of these financial statements.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Amounts in thousands, except share and per share data, or exercise price and
conversion price)
1. General information
Description of Business
PureTech Health plc (the "Parent") is a public hub-and-spoke biotherapeutics
company dedicated to giving life to science and transforming innovation into
value. It is incorporated, domiciled and registered in the United Kingdom
("UK"). The registered number is 09582467 and the registered address is 13th
Floor, One Angel Court, London, EC2R 7HJ, United Kingdom.
The Parent and its subsidiaries are together referred to as the "Group". The
interim consolidated financial statements of the Group (the "Condensed
Consolidated Financial Statements" or the "Interim Financial Statements")
consolidate those of the Parent and its subsidiaries.
The accounting policies are consistent with those of the previous financial
year and corresponding interim reporting period, except for the adoption of
new and amended IFRS Accounting Standards as set out below in Note 2. New
Standards and Interpretations.
Basis of accounting
These Interim Financial Statements have been prepared in accordance with
International Accounting Standards (IAS) 34 Interim Financial Reporting as
adopted for use in the UK and also comply fully with IAS 34 as issued by the
International Accounting Standards Board ("IASB"). The Interim Financial
Statements should be read in conjunction with the Group's Consolidated
Financial Statements as of and for the year ended December 31, 2024. The
Interim Financial Statements do not include all the information required for a
complete set of financial statements in accordance with International
Financial Reporting Standards ("IFRS"). However, selected explanatory notes
are included to explain events and transactions that are significant to an
understanding of the changes in the Group's financial position and performance
since the last annual consolidated financial statements included in the Annual
Report and Accounts for the year ended December 31, 2024, which was prepared
in accordance with UK-adopted International Financial Reporting Standards, and
also, complied fully with International Financial Reporting Standards as
issued by the IASB. Certain amounts in the Condensed Consolidated Financial
Statements and accompanying notes may not add due to rounding. All percentages
have been calculated using unrounded amounts.
These Condensed Consolidated Financial Statements do not comprise statutory
accounts within the meaning of Section 435 of the Companies Act 2006. The
comparative figures for the six months ended June 30, 2024 are not the Group's
statutory accounts for that financial year.
The unaudited Condensed Consolidated Financial Statements reflect all
adjustments of a normal recurring nature that are necessary for a fair
statement of the results for the interim periods presented. Interim results
are not necessarily indicative of results for a full year.
As of June 30, 2025, the Group had cash and cash equivalents of $260,604 and
short term investments of $59,303. Considering the Group's financial position
as of June 30, 2025 and its principal risks and opportunities, a going concern
analysis has been prepared for at least the twelve-month period from the date
of signing the Condensed Consolidated Financial Statements ("the going concern
period") utilizing realistic scenarios and applying a severe but plausible
downside scenario. Even under the downside scenario, the analysis demonstrates
the Group continues to maintain sufficient liquidity headroom and continues to
comply with all financial obligations. Therefore, the Board of Directors
("Directors") believes the Group is adequately resourced to continue in
operational existence for at least the twelve-month period from the date of
signing the Condensed Consolidated Financial Statements. Accordingly, the
Directors considered it appropriate to adopt the going concern basis of
accounting in preparing the Condensed Consolidated Financial Statements.
These Condensed Consolidated Financial Statements were authorized for issue by
the Company's Board of Directors on August 28, 2025.
Material Accounting policies
There have been no significant changes in the Group's accounting policies from
those disclosed in our Consolidated Financial Statements as of and for the
year ended December 31, 2024. The significant accounting policies used for
half-year financial reporting are disclosed in Note 1. Material Accounting
Policies of the accompanying notes to the Consolidated Financial Statements
included in our 2024 Annual Report and Accounts.
2. New Standards and Interpretations
The Group has applied the IFRS Interpretations Committee ("Committee")'s
agenda decision published by the International Accounting Standards Board in
July 2024, for the first time for its interim reporting period ended June 30,
2025. This Committee agenda decision clarifies certain requirements for
disclosure of revenue and expenses for reporting segments under IFRS 8,
Operating Segments. The adoption of this Committee agenda decision did not
have any impact on the amounts recognized or disclosed in prior and current
periods.
In April 2024, IFRS 18, Presentation and Disclosure in Financial Statements
was issued to achieve comparability of the financial performance of similar
entities. The standard, which replaces IAS 1 Presentation of Financial
Statements, impacts the presentation of primary financial statements and
notes, including the statement of earnings where companies will be required to
present separate categories of income and expense for operating, investing,
and financing activities with prescribed subtotals for each new category. The
standard will also require management-defined performance measures to be
explained and included in a separate note within the consolidated financial
statements. The standard is effective for annual reporting periods beginning
on or after January 1, 2027, including interim financial statements, and
requires retrospective application. The Group is currently assessing the
impact of the new standard.
In May 2024, Amendments to IFRS 9 and IFRS 7, Targeted Improvements to
Financial Instruments Standards, was issued to clarify the date of recognition
and derecognition of some financial assets and liabilities, with a new
exception for some financial liabilities settled through an electronic cash
transfer system; clarify and add further guidance for assessing whether a
financial asset meets the solely payments of principal and interest (SPPI)
criterion; add new disclosures for certain instruments with contractual terms
that can change cash flows (such as some instruments with features linked to
the achievement of environment, social and governance (ESG) targets); and
update the disclosures for equity instruments designated at fair value through
other comprehensive income (FVOCI). The standard is effective for annual
reporting periods beginning on or after January 1, 2026, including interim
financial statements, and requires prospective application. The Group is
currently assessing the impact of the new standard.
On July 18, 2024, IASB issued five standards as a result of IASB's annual
improvements project. IASB uses the annual improvements process to make
necessary, but non-urgent, amendments to IFRS Accounting Standards that will
not be included as part of another major project. The amended standards are:
IFRS 1 - First-time Adoption of International Financial Reporting Standards,
IFRS 7 and its accompanying Guidance on implementing IFRS 7, IFRS 9, IFRS 10 -
Consolidated Financial Statements and IAS 7 - Statement of Cash Flows. The
effective date for adoption of these amendments is annual reporting periods
beginning on or after January 1, 2026, and early adoption is permitted. The
Group is currently evaluating the potential impact from these amendments.
Certain other new accounting standards, interpretations, and amendments to
existing standards have been published that are effective for annual periods
commencing on or after January 1, 2026 and have not been early adopted by the
Group in preparing the Condensed Consolidated Financial Statements. These
standards, amendments or interpretations are not expected to have a material
impact on the Group in the prior and current periods.
3. Segment Information
Basis for Segmentation
The Directors are the Group's chief operating decision-makers. The Group's
operating segments are determined based on the financial information provided
to the Board of Directors periodically for the purposes of allocating
resources and assessing performance. The Group has determined each of its
Wholly-Owned Programs represents an operating segment and the Group has
aggregated each of these operating segments into one reportable segment, the
Wholly-Owned Programs segment. Each of the Group's Controlled Founded Entities
represents an operating segment. The Group aggregates each Controlled Founded
Entity operating segment into one reportable segment, the Controlled Founded
Entities segment. The aggregation is based on the high level of operational
and financial similarities of the operating segments. For the Group's entities
that do not meet the definition of an operating segment, the Group presents
this information in the Parent Company and Other column in its segment
footnote to reconcile the information in this footnote to the Condensed
Consolidated Financial Statements. Substantially all of the Group's revenue
and profit generating activities are generated within the United States and,
accordingly, no geographical disclosures are provided.
Following is the description of the Group's reportable segments:
Wholly-Owned Programs
The Wholly-Owned Programs segment is advancing Wholly-Owned Programs, which
are focused on treatments for patients with devastating diseases. The
Wholly-Owned Programs segment is comprised of the technologies that are
wholly-owned and will be advanced through with either the Group's funding or
non-dilutive sources of financing. The operational management of the
Wholly-Owned Programs segment is conducted by the PureTech Health team, which
is responsible for the strategy, business development and research and
development.
Controlled Founded Entities
The Controlled Founded Entities segment is comprised of the Group's
consolidated operational subsidiaries as of June 30, 2025 that either have, or
have plans to hire, independent management teams, and currently have already
raised third-party dilutive capital. These subsidiaries have active research
and development programs, and have an equity or debt investment partner, who
will provide additional industry knowledge and access to networks, as well as
additional funding to continue the pursued growth of the entity.
The Group's entities that were determined not to meet the definition of an
operating segment are included in the Parent Company and Other column to
reconcile the information in this footnote to the Condensed Consolidated
Financial Statements. This column captures activities not directly
attributable to the Group's operating segments and includes the activities of
the Parent, corporate support functions, certain research and development
support functions that are not directly attributable to a strategic business
segment as well as the elimination of intercompany transactions. This column
also captures the operating results for the deconsolidated entities through
the date of deconsolidation (e.g. Seaport in 2024), and accounting for the
Group's holdings in Founded Entities for which control has been lost, which
primarily represent: the activity associated with deconsolidating an entity
when the Group no longer controls the entity, the gain or loss on the Group's
investments accounted for at fair value (e.g. the Group's ownership stakes in
Seaport, Vedanta, and Sonde) and the Group's net income or loss of associates
accounted for using the equity method.
The term "Founded Entities" refers to entities which the Group incorporated
and announced the incorporation as a Founded Entity externally. It includes
certain of the Group's wholly-owned subsidiaries which have been announced by
the Group as Founded Entities, Controlled Founded Entities and deconsolidated
Founded Entities.
In 2024, the Group launched two new Founded Entities (Seaport Therapeutics
"Seaport" and Gallop Oncology "Gallop") to advance certain programs from the
Wholly-Owned Programs segment. The financial results of Gallop were included
in the Wholly-Owned Programs segment for both periods presented. Seaport was
deconsolidated on October 18, 2024 upon the completion of its Series B
preferred share financing. The financial results of Seaport through the date
of deconsolidation are included within the Parent Company and Other column as
of June 30, 2024. Seaport incurred direct research and development expenses
for clinical programs of $2,375 for the six months ended June 30, 2024.
The Group's Board of Directors reviews segment performance and allocates
resources based upon revenue, operating loss as well as the funds available
for each segment. The Board of Directors does not review any other information
for purposes of assessing segment performance or allocating resources.
For the six months ended June 30, 2025
Wholly-Owned Programs Controlled Founded Entities Parent Company and Consolidated
$ $ Other $
$
Contract revenue - - 1,851 1,851
Total revenue - - 1,851 1,851
General and administrative expenses (4,526) (75) (20,281) (24,883)
Research and development expenses (24,559) (392) 52 (24,900)
Total operating expense (29,085) (467) (20,230) (49,782)
Operating income/(loss) (29,085) (467) (18,378) (47,931)
Income/expenses not allocated to segments
Other income/(expense):
Gain/(loss) on investment held at fair value 3,679
Realized gain/(loss) on sale of investments 375
Gain/(loss) on investment in notes from associates (3,726)
Other income/(expense) 670
Total other income/(expense) 998
Net finance income/(costs) 6,363
Share of net income/(loss) of associates accounted for using the (3,996)
equity method
Gain on dilution of ownership interest in associate 708
Income/(loss) before taxes (43,859)
As of June 30, 2025
Available Funds
Cash and cash equivalents 3,533 224 256,846 260,604
Short-term Investments - - 59,303 59,303
Consolidated cash, cash equivalents and short-term investments 3,533 224 316,149 319,907
For the six months ended June 30, 2024
Wholly-Owned Programs Controlled Founded Entities Parent Consolidated
$ $ Company and $
Other
$
Grant revenue 288 - - 288
Total revenue 288 - - 288
General and administrative expenses (4,450) (36) (23,272) (27,758)
Research and development expenses (32,981) (297) (5,650) (38,928)
Total operating expenses (37,431) (333) (28,922) (66,686)
Operating income/(loss) (37,143) (333) (28,922) (66,398)
Income/expenses not allocated to segments
Other income/(expense):
Gain/(loss) on investment held at fair value 3,882
Realized gain/(loss) on sale of investments 151
Gain/(loss) on investment in notes from associates 11,612
Other income/(expense) 548
Total other income/(expense) 16,193
Net finance income/(costs) (1,468)
Share of net income/(loss) of associate accounted for using the equity method (3,357)
Income/(loss) before taxes (55,030)
As of December 31, 2024
Available Funds
Cash and cash equivalents 9,062 432 271,148 280,641
Short-term Investments - - 86,666 86,666
Consolidated cash, cash equivalents and short-term investments 9,062 432 357,814 367,307
4. Investments Held at Fair Value
Investments held at fair value include interests in Seaport, Vedanta and Sonde
along with other insignificant investments as of June 30, 2025. They are
initially measured at fair value, and are subsequently re-measured at fair
value at each reporting date with changes in the fair value recorded through
profit and loss. See Note 13. Financial Instruments for information regarding
the valuation of these instruments. Activities related to such investments
during the period are shown below:
Investments held at fair value Balance under IFRS 9 Equity method loss recorded against LTI Carrying Amount
$ $ $
Balance as of December 31, 2024 and January 1, 2025 196,733 (5,307) 191,426
Sale of Vor Shares (2,753) (2,753)
Gain realized on sale of investments 375 375
Gain/(loss) - changes in fair value through profit and loss 3,679 3,679
Equity method losses recorded against LTI, net (891) (891)
Balance as of June 30, 2025 198,034 (6,198) 191,836
Seaport
On October 18, 2024, Seaport completed a Series B preferred share financing,
which resulted in the Group's voting interest being below 50% and the Group
losing control over Seaport Board of Directors. Consequently, the Group no
longer had the power to direct the relevant Seaport activities. As a result,
Seaport was deconsolidated on this date and its results of operations are
included in the Condensed Consolidated Financial Statements through the date
of deconsolidation. Following deconsolidation, the Group still has significant
influence in Seaport through its voting interest and its remaining
representation on Seaport's Board of Directors. Upon deconsolidation, the
Group owns 950,000 of common stock, 40,000,000 of Series A-1 preferred stock,
8,421,052 of Series A-2 preferred stock, and 3,031,578 of Series B preferred
stock. The common shares are subject to IAS 28 Investment in Associates and
Joint Ventures due to the significant influence the Group retained and are
accounted for under the equity method. See Note 5. Investments in Associates.
The Group's preferred shares do not provide their shareholders with access to
returns associated with a residual equity interest, and, as such, are
accounted for under IFRS 9 as investments held at fair value with changes in
fair value recorded in profit and loss. Under IFRS 9, the preferred share
investments are categorized as debt instruments that are presented at fair
value through profit and loss because the amounts receivable do not represent
solely payments of principal and interest.
These preferred shares had a fair value of $197,472 and $177,288 as of June
30, 2025 and December 31, 2024, respectively. See Note 13. Financial
Instruments for valuation of these preferred shares.
During the six months ended June 30, 2025, the Group recognized a gain of
$20,184 for the changes in the fair value of the investment in Seaport that
was included in gain/(loss) on investments held at fair value within the
Condensed Consolidated Statement of Comprehensive Income/(Loss). For the six
months ended June 30, 2025, the increase in fair value of $20,184 was reduced
by $5,857, which represents the excess equity method losses from the Group's
investment in Seaport common stock. The recognition of the $5,857 loss against
the investment in Seaport's Preferred A-1, A-2 and B shares occurs because
the Group's share of equity method losses from applying the equity method of
accounting to its investment in Seaport's common shares was greater than its
equity method investment balance and because the Group's investment in
Seaport's Preferred A-1, A-2 and B shares represents a long-term interest
("LTI"). The $5,857 loss is included in share of net income/(loss)
of associates accounted for using the equity method within the Condensed
Consolidated Statement of Comprehensive Income/(Loss) as it represents a
portion of the Group's share of equity method losses from applying the equity
method of accounting.
Vedanta
Vedanta was deconsolidated in March 2023. After deconsolidation, the Group
holds convertible preferred shares in Vedanta that do not provide their
holders with access to returns associated with a residual equity interest, and
as such, are accounted for under IFRS 9, as investments held at fair value
with changes in fair value recorded in profit and loss. Under IFRS 9, the
preferred share investments are categorized as debt instruments that are
presented at fair value through profit and loss because the amounts receivable
do not represent solely payments of principal and interest.
During the six months ended June 30, 2025 and June 30, 2024, the Group
recognized losses of $10,945 and $3,648, respectively, for the changes in the
fair value of the investment in Vedanta that were included in gain/(loss) on
investments held at fair value within the Condensed Consolidated Statement of
Comprehensive Income/(Loss). The fair value of the Group's investment in
Vedanta was $219 and $11,163 as of June 30, 2025 and December 31, 2024,
respectively.
Sonde
On May 25, 2022, Sonde completed a Series B preferred share financing, which
resulted in the Group losing control over Sonde and the deconsolidation of
Sonde.
Following deconsolidation, the Group still has significant influence in Sonde
through its voting interest in Sonde and its remaining representation on
Sonde's Board of Directors. The Group holds Preferred A-1, A-2 and B shares.
The Preferred A-1 shares have the same terms as common stock, and provide
their shareholders with access to returns associated with a residual equity
ownership in Sonde. Consequently, the investment in Preferred A-1 shares is
accounted for under the equity method. See Note 5. Investments in Associates.
The convertible Preferred A-2 and B shares, however, do not provide their
shareholders with access to returns associated with a residual equity
interest, and as such, are accounted for under IFRS 9, as investments held at
fair value with changes in fair value recorded in profit and loss. Under IFRS
9, the A-2 and B preferred share investments are categorized as debt
instruments that are presented at fair value through profit and loss because
the amounts receivable do not represent solely payments of principal and
interest.
The Group's investment in Sonde's Preferred A-2 and B shares represents a
long-term interest. When the Group's share of equity method losses, from
applying the equity method of accounting to its investment in Sonde's
Preferred A-1 shares, is greater than its equity method investment balance,
the additional loss is applied to the LTI. In accordance with IAS 28, IFRS 9
should be applied independently, ignoring any prior equity method loss
absorption. The prior year excess equity method losses absorbed by the LTI
should be reversed if the LTI's fair value decreases.
As of December 31, 2024, the fair value of the Group's investment in Sonde
Preferred A-2 and B shares was $5,307 prior to applying the excess equity
method losses from the investment in Sonde Preferred A-1 shares. After the
excess equity method losses were applied, the balance of the investment in
Sonde Preferred A-2 and B shares was $0.
As of June 30, 2025, the fair value of the Group's investment in Sonde
Preferred A-2 and B shares was $341, a reduction of $4,965 from December 31,
2024. Due to the decrease in the fair value of Sonde's Preferred A-2 and B
shares under IFRS 9, during the six months ended June 30, 2025, the Group
recorded the decrease in fair value within gain/loss on investments held at
fair value in the Condensed Consolidated Statement of Comprehensive
Income/(Loss) and reversed $4,965 of equity method loss that had reduced the
fair value of Sonde's Preferred A-2 and B shares in the prior year. The
reversal of $4,965 is included in the Group's share of net income/(loss) of
associates accounted for using the equity method within the Condensed
Consolidated Statement of Comprehensive Income/(Loss).
During the six months ended June 30, 2024, the Group recognized a gain of $163
for the changes in the fair value of its investment in Sonde's Preferred A-2
and B shares that was included in gain/(loss) on investments held at fair
value within the Condensed Consolidated Statement of Comprehensive
Income/(Loss). For the six months ended June 30, 2024, the Group recognized an
additional loss of $172 on its investment in Sonde's Preferred A-2 and B
shares because the Group's share of equity method losses was greater than its
equity method investment balance. The additional loss is included in share of
net income / (loss) of associates accounted for using the equity method within
the Condensed Consolidated Statement of Comprehensive Income/(Loss).
Vor
As of December 31, 2024, the Group held 2,671,800 shares of Vor common stock
with fair value of $2,966. On June 26, 2025, the Group sold its remaining Vor
common shares at $1.03 per share for total proceeds of $2,753 before income
tax. As a result of this transaction, the Group recognized a gain of $375
which was included in realized gain/(loss) on sale of investments within the
Condensed Consolidated Statement of Comprehensive Income/(Loss). Therefore,
the Group no longer holds any ownership interests in Vor.
During the six months ended June 30, 2025 and 2024, the Group recognized
losses of $588 and $3,340, respectively, for the changes in the fair value of
its investment in Vor that were included in gain/(loss) on investments held at
fair value within the Condensed Consolidated Statement of Comprehensive
Income/(Loss).
Karuna
In March 2024, Karuna common shares were acquired by Bristol Myers Squibb
("BMS") for $330 per share in accordance with the terms of a definitive merger
agreement signed in December 2023. As a result of this transaction, the Group
received total proceeds of $292,672 before income tax in exchange for its
holding of 886,885 shares of Karuna common stock. Therefore, the Group no
longer holds any ownership interests in Karuna.
During the six months ended June 30, 2024, the Group recognized a gain of
$11,813 for the changes in the fair value of its investment in Karuna that was
included in gain/(loss) on investments held at fair value within the Condensed
Consolidated Statement of Comprehensive Income/(Loss).
Akili
On July 2, 2024, Akili was acquired by Virtual Therapeutics. As a result of
this transaction, the Group received total proceeds of $5,437 before income
taxes in exchange for its holding of 12,527,476 shares of Akili common stock.
Therefore, the Group no longer holds any ownership interests in Akili.
During the six months ended June 30, 2024, the Group recognized a loss of
$985, for the changes in the fair value of its investment in Akili that was
included in gain/(loss) on investments held at fair value within the Condensed
Consolidated Statement of Comprehensive Income/(Loss).
5. Investments in Associates
Sonde (Boston, MA)
Following the deconsolidation of Sonde in May 2022, the Group's investment in
Sonde Preferred A-1 shares is accounted for under the equity method as Group
retains significant influence in Sonde and the Sonde Preferred A-1 shares
provide their shareholders with access to returns associated with a residual
equity ownership.
During the six months ended June 30, 2024, the Group recorded a loss of $3,357
related to Sonde's equity method of accounting. The loss exceeded Sonde equity
method investment balance of $3,185 as of December 31, 2023 and has reduced
the Group's investment in this associate to $0.
Since the Group did not incur legal or constructive obligations or made
payments on behalf of Sonde, the Group stopped recognizing additional equity
method losses as of December 31, 2024. As of June 30, 2025, the Sonde equity
method investment balance was $0 and the unrecognized equity method losses
amounted to $2,112.
During the six months ended June 30, 2025, the Group recorded income of $4,965
within its share of net income/(loss) of associates accounted for using the
equity method in the Condensed Consolidated Statement of Comprehensive
Income/(Loss). This amount represents the reversal of previously recognized
equity method losses that were applied against the Group's Sonde's Preferred
A-2 and B investment. Due to the decrease in the fair value of Sonde's
Preferred A-2 and B shares under IFRS 9, during the six months ended June 30,
2025, the Group reversed the excess equity method losses that had been applied
in prior periods to reduce the fair value of the Group's investment in Sonde's
Preferred A-2 and B shares. See Note 4. Investments Held at Fair Value.
Seaport (Boston, MA)
Following the deconsolidation of Seaport in October 2024, the Group's
investment in Seaport common shares is accounted for under equity method due
to the significant influence the Group retains in Seaport.
As of June 30, 2025 and December 31, 2024, the Seaport equity method
investment had a balance of $0 and $2,397, respectively. When applying the
equity method, the Group records its share of the losses in Seaport based on
its common share equity interest in Seaport, which was 12.7% as of June 30,
2025. During the six months ended June 30, 2025, the Group recorded a loss of
$8,962 related to Seaport's equity method of accounting and a gain of $708 for
the dilution of ownership interest. The Group's share in Seaport's losses for
the six months ended June 30, 2025 exceeded the Group's equity method
investment in Seaport. As a result, the Group's equity method investment in
Seaport was reduced to $0 as of June 30, 2025. The excess loss of $5,857 was
applied against the fair value of Seaport Preferred A-1, A-2, and B shares,
which represent a long-term interest. See Note 4. Investments Held at Fair
Value.
The following table provides summarized financial information for Seaport, the
Group's material associate for the six months ended June 30, 2025. The
information disclosed reflects the amounts presented in the financial
statements of Seaport and not the Group's share of those amounts. The amounts
have been amended to reflect adjustments made by the Group when using the
equity method, including fair value adjustments and modifications for
differences in accounting policies.
For the six months ended June 30, 2025 2024
$ $
Statement of comprehensive income/(loss)
Revenue - -
Income/(loss) from continuing operations (100%) (69,334) -
Income/(loss) for the year (69,334) -
Other comprehensive income/(loss) - -
Total comprehensive income/(loss) (69,334) -
Dividends received from associate - -
Group's share in net income/ (loss) (8,962) -
The following table summarizes the activities related to the investment in
associates balance for the six months ended June 30, 2025.
Investment in associates $
Balance as of December 31, 2024 and January 1, 2025 2,397
Gain on dilution of interest in associate 708
Share in net profit/(loss) of associates - limited to net investment amount (3,105)
Balance as of June 30, 2025 -
6. Investment in Notes from Associates
The following is the activity in respect of investments in notes from
associates during the period. The fair value of the notes from associates of
$14,005 and $17,731 as of June 30, 2025 and December 31, 2024, respectively,
is determined using unobservable Level 3 inputs. See Note 13. Financial
Instruments for additional information.
Investment in notes from associates $
Balance as of December 31, 2024 and January 1, 2025 17,731
Changes in the fair value of the notes (3,726)
Balance as of June 30, 2025 14,005
Investment in notes from associates, current 11,377
Investment in notes from associates, non-current 2,628
Gelesis
On July 27, 2022, the Group, as a lender, entered into an unsecured promissory
note (the "Junior Note") with Gelesis, as a borrower, in the amount of
$15,000. The Junior Note bears an annual interest rate of 15% per annum. The
maturity date of the Junior Note is the earlier of December 31, 2023 or five
business days following the consummation of a qualified financing by Gelesis.
Based on the terms of the Junior Note, due to the option to convert to a
variable amount of shares at the time of default, the Junior Note is required
to be measured at fair value with changes in fair value recorded through
profit and loss.
During the year ended December 31, 2023, the Group entered into multiple
agreements with Gelesis to purchase senior secured convertible promissory
notes (the "Senior Notes") and warrants for share of Gelesis common stock for
a total consideration of $11,850. The Senior Notes are secured by a
first-priority lien on substantially all assets of Gelesis and the guarantors
(other than the equity interests in, and assets held by Gelesis s.r.l., a
subsidiary of Gelesis, and certain other exceptions). The Senior Notes
represent debt instruments that are presented at fair value through profit and
loss as the amounts receivable do not solely represent payments of principal
and interest as the Senior Notes are convertible into Gelesis common stock.
In October 2023, Gelesis ceased operations and filed a voluntary petition for
relief under the provisions of Chapter 7 of Title 11 of the United States
Bankruptcy Code. Therefore, the Group determined that the fair value of the
Junior Note and the Senior Notes with the warrants was $0 as of December 31,
2023.
In June 2024, the Bankruptcy Court approved an executed agreement for a third
party to acquire the remaining net assets of Gelesis for $15,000. As the only
senior secured creditor, the Group is expected to receive a majority of the
proceeds from this sale after deduction of Bankruptcy Court related legal and
administrative costs. As of June 30, 2025 and December 31, 2024, these notes
were determined to have a fair value of $11,377 and $11,381, respectively.
For the six months ended June 30, 2025 and June 30, 2024, the Group recorded a
loss of $4 and a gain of $11,312, respectively, for the changes in the fair
value of these notes, which were included in gain/(loss) on investments in
notes from associates in the Condensed Consolidated Statement of Comprehensive
Income/(Loss).
Vedanta
On April 24, 2023, Vedanta closed the second tranche of its convertible debt
for additional proceeds of $18,000, of which $5,000 were invested by the
Group. The convertible debt carries an interest rate of 9% per annum. The debt
has various conversion triggers, and the conversion price is established at
the lower of 80% of the equity price of the last financing round, or a certain
pre-money valuation cap established in the agreement. If the convertible debt
is not earlier converted or repaid, the entire outstanding amount of the
convertible debt shall be due and payable upon the earliest to occur of (a)
the later of (x) November 1, 2025 and (y) the date which is sixty (60) days
after all amounts owed under, or in connection with, the loan Vedanta received
from a certain investor have been paid in full, or (b) the consummation of a
Deemed Liquidation Event (as defined in Vedanta's Amended and Restated
Certificate of Incorporation).
Due to the terms of the convertible debt, the investment in such convertible
debt is measured at fair value with changes in the fair value recorded through
profit and loss. As of June 30, 2025 and December 31, 2024, the Vedanta
convertible debt was determined to have a fair value of $2,628 and $6,350,
respectively. During the six months ended June 30, 2025 and June 30, 2024, the
Group recorded a loss of $3,722 and a gain of $300, respectively, for the
changes in the fair value of the Vedanta convertible debt, which were included
in gain/(loss) on investments in notes from associates in the Condensed
Consolidated Statement of Comprehensive Income/(Loss).
7. Share-based Payments
Share-based payments include stock options and restricted stock units
("RSUs"). Expense for stock options and time-based RSUs is recognized based on
the grant date fair value of these awards. Performance-based RSUs to
executives are treated as liability awards and the related expense is
recognized based on reporting date fair value up until settlement date.
Share-based Payment Expense
The Group's share-based payment expense for the six months ended June 30, 2025
and 2024 was $4,733 and $4,648, respectively. The following table provides the
classification of the Group's consolidated share-based payment expense as
reflected in the Condensed Consolidated Statement of Comprehensive
Income/(Loss):
For the six months ended June 30, 2025 2024
$ $
General and administrative 4,054 4,471
Research and development 679 176
Total 4,733 4,648
The Performance Share Plan
In June 2015, the Group adopted the Performance Stock Plan (the "2015 PSP").
Under the 2015 PSP and subsequent amendments, awards of ordinary shares may be
made to the Directors, senior managers and employees, and other individuals
providing services to the Group up to a maximum authorized amount of 10.0% of
the total ordinary shares outstanding.
In June 2023, the Group adopted a new Performance Stock Plan (the "2023 PSP")
that has the same terms as the 2015 PSP but instituted for all new awards a
limit of 10.0% of the total ordinary shares outstanding over a five-year
period.
The awards granted under these plans have various vesting terms over a period
of service between one and four years, provided the recipient remains
continuously engaged as a service provider. The options awards expire 10 years
from the grant date.
The share-based awards granted under these plans are generally equity-settled
(see cash settlements below). As of June 30, 2025, the Group had issued
26,619,133 units of share-based awards under these plans.
RSUs
During the six months ended June 30, 2025 and June 30, 2024, the Group granted
the following RSUs to certain non-executive Directors, executives and
employees:
For the six months ended June 30, 2025 2024
Time based RSUs - 3,933,606
Performance based RSUs - 1,822,151
Total RSUs - 5,755,757
Each RSU entitles the holder to one ordinary share on vesting and the RSU
awards are generally based on a vesting schedule over a one to three-year
requisite service period in which the Group recognizes compensation expense
for the RSUs. Following vesting, each recipient will be required to make a
payment of one pence per ordinary share on settlement of the RSUs.
Time-based RSUs are equity-settled. The grant date fair value on such RSUs is
recognized over the vesting term.
Performance-based RSUs are granted to executives. Vesting of such RSUs is
subject to the satisfaction of both performance and market conditions. The
performance condition is based on the achievement of the Group's strategic
targets. The market conditions are based on the achievement of the absolute
total shareholder return ("TSR"), TSR as compared to the FTSE 250 Index, and
TSR as compared to the MSCI Europe Health Care Index. The RSU award
performance criteria have changed over time as the criteria are continually
evaluated by the Group's Remuneration Committee.
The Group recognizes the estimated fair value of performance-based awards with
non-market conditions as share-based compensation expense over the performance
period based upon its determination whether it is probable that the
performance targets will be achieved. The Group assesses the probability of
achieving the performance targets at each reporting period. Cumulative
adjustments, if any, are recorded to reflect subsequent changes in the
estimated outcome of performance-related conditions.
The fair value of the performance-based awards with market conditions is based
on the Monte Carlo simulation analysis utilizing a Geometric Brownian Motion
process with 100,000 simulations to value those shares. The model considers
share price volatility, risk-free rate and other covariance of comparable
public companies and other market data to predict distribution of relative
share performance.
The performance-based RSUs to executives are treated as liability awards as
the Group has a historical practice of settling these awards in cash, and as
such, adjusted to fair value at every reporting date until settlement with
changes in fair value recorded in earnings as share-based compensation
expense.
In February 2025, the Group settled 994,951 vested RSUs through issuance of
shares after paying the employees' withholding taxes in cash. As such, the
liability at the date of settlement was settled for $415 in cash and $1,404 in
shares.
In May 2024, the Group settled 237,420 vested RSUs through issuance of shares
to a terminated employee. As such, the liability at the date of settlement was
settled for $646 in shares.
In March 2024, the Group settled 518,721 vested RSUs through issuance of
shares after paying the employees' withholding taxes in cash. As such, the
liability at the date of settlement was settled for $655 in cash and $655 in
shares.
The Group recorded expenses of $3,718 and $973 for the six months ended June
30, 2025 and June 30, 2024, respectively, in respect of all restricted stock
units, of which $393 and $609, respectively, was in respect of liability
settled share-based awards.
As of June 30, 2025, the carrying amount of the RSU liability awards was
$2,310 with $1,506 current and $804 non current. As of December 31, 2024, the
carrying amount of the RSU liability awards was $3,736 with $1,875 current and
$1,861 non current, out of which $1,875 related to awards that met all their
performance and market conditions and were settled in February 2025 as
discussed above.
Stock Options
During the six months ended June 30, 2025 and June 30, 2024, the Group granted
0 and 2,548,375 stock option awards, respectively.
Stock options are treated as equity-settled awards. The fair value of the
stock options awarded by the Group was estimated at the grant date using the
Black-Scholes option valuation model, considering the terms and conditions
upon which options were granted, with the following weighted- average
assumptions:
For the six months ended June 30, 2024
Expected volatility 44.79%
Expected terms (in years) 6.16
Risk-free interest rate 4.32%
Expected dividend yield -
Exercise price (GBP) 1.88
Underlying stock price (GBP) 1.88
These assumptions resulted in an estimated weighted-average grant-date fair
value per share of stock options granted during the six months ended June 30,
2024 of $1.19.
As of June 30, 2025, 8,780,465 incentive options are exercisable with a
weighted-average exercise price of £2.28. Exercise prices ranged from £0.01
to £3.73.
The Group incurred share-based payment expense for the stock options of $1,014
and $390 for the six months ended June 30, 2025 and 2024, respectively.
Subsidiary Plans
The subsidiaries incurred $0 and $3,285 in share-based payment expense in
respect of their share-based award plans for the six months ended June 30,
2025 and June 30, 2024, respectively.
The share-based payment expense for the six months ended June 30, 2024 is
primarily related to awards granted under the Seaport 2024 Equity Incentive
Plan approved by the Seaport Board of Directors in 2024. Seaport was
deconsolidated from the Group's financial statements as of October 18, 2024.
8. Finance Income/(Costs), net
The following table shows the breakdown of finance income and costs:
2025 2024
$ $
For the six months ended June 30,
Finance income
Interest income from financial assets 7,076 11,732
Total finance income 7,076 11,732
Finance costs
Contractual interest expense on notes payable (384) (328)
Interest expense on lease liability (562) (675)
Gain/(loss) on foreign currency exchange (14) (33)
Total finance costs - contractual (960) (1,036)
Gain/(loss) from changes in fair value of preferred shares - (1,613)
Total finance income/(costs) - fair value accounting - (1,613)
Total finance costs - non-cash interest expense related to sale of future 247 (10,551)
royalties
Finance income/(costs), net 6,363 (1,468)
9. Earnings/(Loss) per Share
Basic earnings/(loss) per share is calculated by dividing the Group's net
income or loss for the period attributable to ordinary shareholders by the
weighted average number of ordinary shares outstanding, net of treasury
shares.
Diluted earnings/(loss) per share is calculated by dividing the Group's net
income or loss for the period attributable to ordinary shareholders by the
weighted average number of ordinary shares outstanding, net of treasury
shares, plus the weighted average number of ordinary shares that would be
issued at conversion of all the dilutive potential securities into ordinary
shares. Dilutive effects arise from equity-settled shares from the Group's
share-based plans.
During the six months ended June 30, 2025 and June 30, 2024, the Group
incurred a net loss, and therefore, all outstanding potential securities were
considered anti-dilutive. The amount of potential securities that were
excluded from the diluted calculation amounted to 1,569,477 and 1,637,694
shares for the six months ended June 30, 2025 and 2024, respectively.
The following table sets forth the calculation of basic and diluted
earnings/(loss) per share for the periods presented:
For the six months ended June 30, 2025 2024
Numerator:
Income/(loss) attributable to the owners of the Group ($44,605) ($41,773)
Denominator:
Issued ordinary shares at January 1 239,421,312 271,853,731
Effect of shares issued & treasury shares purchased and cancelled 542,880 (2,197,209)
Weighted average ordinary shares for basic EPS 239,964,192 269,656,522
Effect of dilutive securities - -
Weighted average ordinary shares for diluted EPS 239,964,192 269,656,522
Basic earnings/(loss) per ordinary share ($0.19) ($0.15)
Diluted earnings/(loss) per ordinary share ($0.19) ($0.15)
10. Equity
On May 9, 2022, the Group announced the commencement of a $50,000 share
repurchase program (the "Program") of its ordinary shares of one pence each.
The Group executed the Program in two equal tranches. It entered into an
irrevocable non-discretionary instruction with Jefferies International Limited
("Jefferies") in relation to the purchase by Jefferies of the ordinary shares
for an aggregate consideration (excluding expenses) of no greater than $25,000
for each tranche and the simultaneous on-sale of such ordinary shares by
Jefferies to the Group, subject to certain volume and price restrictions. In
February 2024, the Group completed the Program and has repurchased an
aggregate of 20,182,863 ordinary shares under the Program. These shares have
been held as treasury shares and are being used to settle the vesting of
restricted stock units or exercise of stock options.
In March 2024, the Group announced a proposed capital return of $100,000 to
its shareholders by way of a tender offer (the "Tender Offer"). The proposed
Tender Offer was approved by shareholders at the Annual General Meeting of
Stockholders held on June 6, 2024, to acquire a maximum number of 33,500,000
ordinary shares (including ordinary shares represented by American Depository
Shares (''ADSs'')) for a fixed price of 250 pence per ordinary share
(equivalent to £25.00 per ADS) for a maximum aggregate amount of $100,000
excluding expenses.
The Tender Offer was completed on June 24, 2024. The Group repurchased
31,540,670 ordinary shares under the Tender Offer. Following such repurchase,
the Group cancelled these shares repurchased. As a result of the cancellation,
the nominal value of $600 related to the cancelled shares was reduced from
share capital and transferred to a capital redemption reserve, increasing the
capital redemption reserve balance to $600 which was included in other reserve
in the Condensed Consolidated Statement of Changes in Equity.
As of December 31, 2024, the Group had 239,421,312 common shares outstanding,
including 257,927,489 issued shares net of 18,506,177 shares held by the Group
in Treasury. As of June 30, 2025, the Group had 240,254,449 common shares
outstanding, including 257,927,489 issued shares net of 17,673,040 shares held
by the Group in Treasury.
11. Subsidiary Preferred Shares
Preferred shares issued by subsidiaries often contain redemption and
conversion features that are assessed under IFRS 9 in conjunction with the
host preferred share instrument. This balance represents subsidiary preferred
shares issued to third parties.
The subsidiary preferred shares are redeemable upon the occurrence of a
contingent event, other than full liquidation of the subsidiaries, that is not
considered to be within the control of the subsidiaries. Therefore, these
subsidiary preferred shares are classified as liabilities. These liabilities
are measured at fair value through profit and loss. The preferred shares are
convertible into ordinary shares of the subsidiaries at the option of the
holders and are mandatorily convertible into ordinary shares under certain
circumstances. Under certain scenarios, the number of ordinary shares
receivable on conversion will change and therefore, the number of shares that
will be issued is not fixed. As such, the conversion feature is considered to
be an embedded derivative that normally would require bifurcation. However,
since the subsidiary preferred share liability is measured at fair value
through profit and loss, as mentioned above, no bifurcation is required.
The preferred shares are entitled to vote with holders of common shares on an
as converted basis.
In April 2024, Seaport closed a Series A-2 preferred share financing with
aggregate proceeds of $100,100 of which $68,100 was from outside investors and
$32,000 was from the Group. The $68,100 received from the outside investors
was recorded as a subsidiary preferred share liability within the Group's
balance sheet. In October 2024, Seaport closed a Series B preferred share
financing with aggregate proceeds of $226,000 of which $211,600 was from
outside investors and $14,400 was from the Group. As a result of the Series B
preferred share financing, the Group lost control of Seaport, and the Group
derecognized the assets, liabilities and non-controlling interest in respect
of Seaport from its financial statements. As such, the balance of subsidiary
preferred share liability in Seaport is reduced to $0 upon deconsolidation.
The fair value of all subsidiary preferred shares as of June 30, 2025 and
December 31, 2024, is as follows:
2025 2024
$ $
Balance as of June 30, 2025 and December 31, 2024
Entrega 169 169
Total subsidiary preferred share balance 169 169
As is customary, in the event of any voluntary or involuntary liquidation,
dissolution or winding up of a subsidiary, the holders of outstanding
subsidiary preferred shares shall be entitled to be paid out of the assets of
the subsidiary available for distribution to shareholders and before any
payment shall be made to holders of ordinary shares. A merger, acquisition,
sale of voting control or other transaction of a subsidiary in which the
shareholders of the subsidiary immediately before the transaction do not own
a majority of the outstanding shares of the surviving company shall be deemed
to be a liquidation event. Additionally, a sale, lease, transfer or other
disposition of all or substantially all of the assets of the subsidiary shall
also be deemed a liquidation event.
As of June 30, 2025 and December 31, 2024, the minimum liquidation preference
reflecting the amounts that would be payable to the subsidiary preferred
holders upon a liquidation event of the subsidiaries, is as follows:
2025 2024
$ $
Balance as of June 30, 2025 and December 31, 2024
Entrega 2,216 2,216
Follica 6,405 6,405
Total minimum liquidation preference 8,621 8,621
For the six months ended June 30, 2025 and June 30, 2024, the Group recognized
the following changes in the value of subsidiary preferred shares:
2025 2024
$ $
Balance as of January 1 169 169
Issuance of new preferred shares - 68,100
Increase/(decrease) in value of preferred shares measured at fair value* - 1,613
Balance as of June 30 169 69,882
*The changes in fair value of preferred shares are included in total finance
income/(costs) - fair value accounting in the Condensed Consolidated Statement
of Comprehensive Income/(Loss).
12. Sale of Future Royalties Liability
On March 4, 2011, the Group entered into a license agreement (the "License
Agreement") with Karuna, according to which the Group granted Karuna an
exclusive license to research, develop and sell KarXT in exchange for a
royalty on annual net sales, development and regulatory milestones and a fixed
portion of sublicensing income, if any.
On March 22, 2023, the Group signed an agreement with Royalty Pharma (the
"Royalty Purchase Agreement"), according to which the Group sold Royalty
Pharma a partial right to receive royalty payments from Karuna in respect of
net sales of KarXT, if and when received. According to the Royalty Purchase
Agreement, all royalties due to the Group under the License Agreement will be
paid to Royalty Pharma up to an annual royalties threshold of $60,000, while
all royalties above such annual threshold in a given year will be split 33% to
Royalty Pharma and 67% to the Group. Under the terms of the Royalty Purchase
Agreement, the Group received a non-refundable initial payment of $100,000 at
the execution of the Royalty Purchase Agreement and is eligible to receive
additional payments in the aggregate of up to an additional $400,000 based on
the achievement of certain regulatory and commercial milestones.
The Group continues to hold the rights under the License Agreement and has a
contractual obligation to deliver cash to Royalty Pharma for a portion of the
royalties it receives. Therefore, the Group will continue to account for any
royalties and milestones due to the Group under the License Agreement as
revenue in its Condensed Consolidated Statement of Comprehensive Income/(Loss)
and record the proceeds from the Royalty Purchase Agreement as a financial
liability on its Condensed Consolidated Statement of Financial Position. In
determining the appropriate accounting treatment for the Royalty Purchase
Agreement, management applied significant judgment.
The acquisition of Karuna by Bristol Myers Squibb ("BMS"), which closed on
March 18, 2024, had no impact on the Group's rights or obligations under the
License Agreement or the Royalty Purchase Agreement, each of which remains in
full force and effect.
In order to determine the amortized cost of the sale of future royalties
liability, management is required to estimate the total amount of future
receipts from and payments to Royalty Pharma under the Royalty Purchase
Agreement over the life of the agreement. The $100,000 liability, recorded at
execution of the Royalty Purchase Agreement, is accreted to the total of these
receipts and payments as interest expense over the life of the Royalty
Purchase Agreement. These estimates contain assumptions that impact both the
amortized cost of the liability and the interest expense that are recognized
in each reporting period.
Additional proceeds received from Royalty Pharma increase the Group's
financial liability. As royalty payments are made to Royalty Pharma, the
balance of the liability is effectively repaid over the life of the Royalty
Purchase Agreement. The estimated timing and amount of royalty payments to and
proceeds from Royalty Pharma are likely to change over the life of the Royalty
Purchase Agreement. A significant increase or decrease in estimated royalty
payments, or a significant shift in the timing of cash flows, will materially
impact the sale of future royalties liability, interest expense and the time
period for repayment. The Group periodically assesses the expected payments
to, or proceeds from, Royalty Pharma. Any such changes in amount or timing of
cash flows requires the Group to re-calculate the amortized cost of the sale
of future royalties liability as the present value of the estimated future
cash flows from the Royalty Purchase Agreement that are discounted at the
liability's original effective interest rate. The adjustment is recognized
immediately in profit or loss as income or expense.
On October 1, 2024, the Group received $25,000 from Royalty Pharma upon the
FDA's approval for BMS to market KarXT as Cobenfy. The Group paid Royalty
Pharma $315 in the first quarter of 2025 for the royalties received from BMS
for the sale of Cobenfy in the fourth quarter of 2024. In the six months ended
June 30, 2025, the Group recognized $1,851 royalty revenue from BMS' sale of
Cobenfy and paid Royalty Pharma such amount in July 2025.
The following shows the activity in respect of the sale of future royalties
liability:
Sale of future royalties liability
$
Balance as of December 31, 2024 and January 1, 2025 143,217
Payment to Royalty Pharma (315)
Non-cash interest expense recognized (247)
Balance as of June 30, 2025 142,655
Sale of future royalties liability, current 13,600
Sale of future royalties liability, non-current 129,055
13. Financial Instruments
The Group's financial instruments consist of financial assets in the form of
notes, convertible notes and investment in shares, and financial liabilities,
including preferred shares. Many of these financial instruments are presented
at fair value, with changes in fair value recorded through profit and loss.
Fair Value Process
For financial instruments measured at fair value under IFRS 9, the change in
the fair value is reflected through profit and loss. Using the guidance in
IFRS 13, the total business enterprise value and allocable equity of each
entity being valued can be determined using a market backsolve approach
through a recent arm's length financing round (or a future probable arm's
length transaction), market/asset probability-weighted expected return method
("PWERM") approach, discounted cash flow approach, or hybrid approaches. The
approaches, in order of strongest fair value evidence, are detailed
as follows:
Valuation Method Description
Market - Backsolve The market backsolve approach benchmarks the original issue price (OIP) of the
company's latest funding transaction as current value.
Market/Asset - PWERM Under a PWERM, the company value is based upon the probability-weighted
present value of expected future investment returns, considering each of the
possible future outcomes available to the enterprise. Possible future outcomes
can include IPO scenarios, potential SPAC transactions, merger and acquisition
transactions as well as other similar exit transactions of the investee.
Income Based - DCF The income approach is used to estimate fair value based on the income
streams, such as cash flows or earnings, that an asset or business can be
expected to generate.
At each measurement date, investments held at fair value (that are not
publicly traded) as well as the fair value of subsidiary preferred share
liability, including embedded conversion rights that are not bifurcated, were
determined using the following allocation methods: option pricing model
("OPM"), PWERM, or hybrid allocation framework. The methods are detailed as
follows:
Allocation Method Description
OPM The OPM model treats preferred stock as call options on the enterprise's
equity value, with exercise prices based on the liquidation preferences of the
preferred stock.
PWERM Under a PWERM, share value is based upon the probability-weighted present
value of expected future investment returns, considering each of the possible
future outcomes available to the enterprise, as well as the rights of each
share class.
Hybrid The hybrid method is a combination of the PWERM and OPM. Under the hybrid
method, multiple liquidity scenarios are weighted based on the probability of
the scenario's occurrence, similar to the PWERM, while also utilizing the OPM
to estimate the allocation of value in one or more of the scenarios.
Valuation policies and procedures are regularly monitored by the Group. Fair
value measurements, including those categorized within Level 3, are prepared
and reviewed for reasonableness and compliance with the fair value
measurements guidance under IFRS accounting standards. The Group measures fair
value using the following fair value hierarchy that reflects the significance
of the inputs used in making the measurements:
Fair Value Description
Hierarchy Level
Level 1 Inputs that are quoted market prices (unadjusted) in active markets for
identical instruments.
Level 2 Inputs other than quoted prices included within Level 1 that are observable
either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 Inputs that are unobservable. This category includes all instruments for which
the valuation technique includes inputs not based on observable data and the
unobservable inputs have a significant effect on the instruments' valuation.
Whilst the Group considers the methodologies and assumptions adopted in fair
value measurements as supportable and reasonable, because of the inherent
uncertainty of valuation, those estimated values may differ significantly from
the values that would have been used had a ready market for the investment
existed.
Subsidiary Preferred Share Liability
As of June 30, 2025 and December 31, 2024, the fair value of subsidiary
preferred share liability was $169 and $169, respectively. See Note 11.
Subsidiary Preferred Shares for the changes in the Group's subsidiary
preferred share liability measured at fair value, which are categorized as
Level 3 in the fair value hierarchy.
Investments Held at Fair Value
The Group has immaterial investments in listed entities on an active exchange,
and as such, the fair value of these investments as of June 30, 2025 was
calculated utilizing the quoted common share price which is categorized as
Level 1 in the fair value hierarchy.
Seaport, Vedanta and Sonde
As of June 30, 2025, the Group accounts for the following investments under
IFRS 9 as investments held at fair value with changes in fair value through
profit and loss: Seaport preferred A-1, A-2, and B shares, Vedanta preferred
A-1, B, C, and D shares, and Sonde preferred A-2 and B shares. The valuations
of the aforementioned investments are categorized as Level 3 in the fair value
hierarchy due to the use of significant unobservable inputs to value such
assets. During the six months ended June 30, 2025, the Group recorded such
investments at fair value and recognized a gain of $4,274 for the changes in
fair value of the investments.
The following table summarizes the changes in all the Group's investments held
at fair value categorized as Level 3 in the fair value hierarchy:
Balance as of December 31, 2024 and January 1, 2025 $193,758
Gain/(loss) on changes in fair value 4,274
Balance as of June 30, 2025 198,032
Equity method loss recorded against LTI (6,198)
Balance as of June 30, 2025 after allocation of equity method loss to LTI $191,834
The changes in fair value of investments held at fair value are recorded in
gain/(loss) on investments held at fair value in the Condensed Consolidated
Statement of Comprehensive Income/(Loss).
As of June 30, 2025, the Group's material investments held at fair value
categorized as Level 3 in the fair value hierarchy only include the preferred
shares of Seaport with fair value of $197,472. The significant unobservable
inputs used at June 30, 2025 in the fair value measurement of these
investments and the sensitivity of the fair value measurements for these
investments to changes of these significant unobservable inputs are summarized
in the tables below.
As of June 30, 2025 Investment (Seaport) Measured through
Market Backsolve & PWERM
Unobservable Inputs (Seaport) Input Value Sensitivity Range Fair Value Increase/(Decrease) $
Equity Value 597,276 -10% (22,319)
+10% 22,259
Probability of entering into an initial public offering* 30% -10% (4,983)
+10% 4,983
*Assumed the exit event occurs on June 30, 2026.
The unobservable inputs outlined within the table above were used to determine
the fair value of our investment in the convertible preferred shares of a
private company as of June 30, 2025. Whilst the Group considers the
methodologies and assumptions used in the fair value measurement to be
supportable and reasonable based on a number of factors, including stage of
development for underlying programs and market conditions, because of the
inherent uncertainties associated with the valuation, the estimated value may
differ significantly from the values that would have been used had a ready
market for the investment existed. The fair value measurement of our
investment in the convertible preferred shares will be updated at each
reporting date.
Investments in Notes from Associates
As of June 30, 2025 and December 31, 2024, the investment in notes from
associates was $14,005 and $17,731, respectively. The balance represents the
fair value of convertible promissory notes with a principal value of $26,850
issued by Gelesis and convertible debt with a principal value of $5,000 issued
by Vedanta.
During the six months ended June 30, 2025, the Group recorded a loss of $3,726
for the changes in fair value of the notes from associates in the gain/(loss)
on investments in notes from associates within the Condensed Consolidated
Statement of Comprehensive Income/Loss. The loss was primarily driven by a
decrease of $3,722 in the fair value of the Vedanta convertible note.
In October 2023, Gelesis ceased operations and filed a voluntary petition for
relief under the provisions of Chapter 7 of Title 11 of the United States
Bankruptcy Code. Therefore, the Group determined the fair value of the
convertible promissory notes issued by Gelesis to be $0 as of December 31,
2023. In June 2024, the Bankruptcy Court approved an executed agreement for a
third party to acquire the remaining net assets of Gelesis for $15,000. As the
only senior secured creditor, the Group is expected to receive a majority of
the proceeds from this sale after deduction of legal and administrative costs
incurred by the Bankruptcy Court in 2025. As of June 30, 2025, these notes
were determined to have a fair value of $11,377.
The convertible debt issued by Vedanta was valued using a probability-weighted
backsolve approach.
Fair Value Measurement and Classification
The fair value of financial instruments by category as of June 30, 2025 and
December 31, 2024:
2025
Carrying Amount Fair Value
Financial Assets Financial Liabilities Level 1 Level 2 Level 3 Total
$ $ $ $ $ $
Financial assets(1):
Money Markets(2) 139,142 - 139,142 - - 139,142
Investment in notes from associates 14,005 - - - 14,005 14,005
Investments held at fair value(3) 191,836 - 2 - 191,834 191,836
Total financial assets 344,982 - 139,144 - 205,839 344,982
Financial liabilities:
Subsidiary preferred shares - 169 - - 169 169
Share-based liability awards - 2,310 - - 2,310 2,310
Total financial liabilities - 2,479 - - 2,479 2,479
1. Excluded from the table above are short-term investments of $59,303
and cash equivalent of $89,431 that are classified at amortized cost as of
June 30, 2025. The cost of these short-term investments and cash equivalent
approximates current fair value.
2. Included within cash and cash equivalents.
3. The carrying amount of $191,836 reflects the fair value of $198,034
as of June 30, 2025, net of $6,198 in equity method loss allocated to the
long-term interest.
2024
Carrying Amount Fair Value
Financial Assets Financial Liabilities Level 1 Level 2 Level 3 Total
$ $ $ $ $ $
Financial assets(1):
Money Markets(2) 181,716 - 181,716 - - 181,716
Investment in notes from associates 17,731 - - - 17,731 17,731
Investments held at fair value(3) 191,426 - 2,974 - 188,452 191,426
Total financial assets 390,873 - 184,690 - 206,183 390,873
Financial liabilities:
Subsidiary preferred shares - 169 - - 169 169
Share-based liability awards - 3,736 - - 3,736 3,736
Total financial liabilities - 3,905 - - 3,905 3,905
1. Excluded from the table above are short-term investments of $86,666
and cash equivalent of $62,179 that are classified at amortized cost as of
December 31, 2024. The cost of these short-term investments and cash
equivalent approximates current fair value.
2. Included within cash and cash equivalents.
3. The carrying amount of $191,426 reflects the fair value of $196,733
as of December 31, 2024, net of $5,307 in equity method loss allocated to the
long-term interest.
14. Non-Controlling Interest
As of June 30, 2025 and December 31, 2024, non-controlling interests included
Entrega and Follica. Ownership interests of the non-controlling interests in
these entities as of June 30, 2025 were 11.7%, and 19.9%, respectively. There
was no change from December 31, 2024 in the ownership interests of the
non-controlling interests in these two entities. Non-controlling interests
include the amounts recorded for subsidiary stock awards.
The following table summarizes the changes in the non-controlling ownership
interest in subsidiaries:
Non-Controlling Interest
$
Balance as of December 31, 2024 and January 1, 2025 (6,774)
Share of comprehensive income (loss) (176)
Balance as of June 30, 2025 (6,950)
15. Trade and Other Payables
Information regarding Trade and other payables was as follows:
Balance as of June 30, 2025 and December 31, 2024 2025 2024
$ $
Trade payables 4,698 5,522
Accrued expenses 12,601 18,705
Liability for share-based awards- short term 1,506 1,875
Other 15 917
Total trade and other payables 18,819 27,020
16. Commitments and Contingencies
The Group is a party to certain licensing agreements where the Group is
licensing IP from third parties. In consideration for such licenses, the Group
has made upfront payments and may be required to make additional contingent
payments based on developmental and sales milestones and/or royalty on future
sales. As of June 30, 2025, certain milestone events have not yet occurred,
and therefore, the Group does not have a present obligation to make the
related payments in respect of the licenses. Such milestones are dependent on
events that are outside of the control of the Group, and many of these
milestone events are remote of occurring. Payments in respect of developmental
milestones that are dependent on events that are outside the control of the
Group but are reasonably possible to occur amounted to approximately $7,121
and $7,121, respectively, as of June 30, 2025 and December 31, 2024. These
milestone amounts represent an aggregate of multiple milestone payments
depending on different milestone events in multiple agreements. The
probability that all such milestone events will occur in the aggregate is
remote. Payments made to license IP represent the acquisition cost of
intangible assets.
The Group is a party to arrangements with contract manufacturing and contract
research organizations, whereby the counterparty provides the Group with
research and/or manufacturing services. As of June 30, 2025 and December 31,
2024, the noncancellable commitments in respect of such contracts amounted to
approximately $6,068 and $8,395, respectively.
In March 2024, a complaint was filed in Massachusetts District Court against
the Group alleging breach of contract with respect to certain payments alleged
to be owed to a previous employee of a Group's subsidiary based on purported
terms of a contract between such individual and the Group. As of December 31,
2024, the Group recognized a provision of $900, which represented management's
best estimate of the expected settlement related to the financial obligation
associated with the lawsuit, considering the likelihood of settlement. During
the six months ended June 30, 2025, a settlement was reached, and payments in
the amounts of $850 and $89 were made in June 2025 and July 2025,
respectively.
The Group is involved from time-to-time in various legal proceedings arising
in the normal course of business. Although the outcomes of these legal
proceedings are inherently difficult to predict, the Group does not expect the
resolution of such legal proceedings to have a material adverse effect on its
financial position or results of operations. The Group did not book any
provisions and did not identify any contingent liabilities requiring
disclosure for any legal proceedings in the six months ended June 30, 2025.
17. Related Parties Transactions
Key Management Personnel Compensation
Key management includes executive directors and members of the executive
management team of the Group (not including non-executive directors and not
including subsidiary directors). The key management personnel compensation of
the Group was as follows for the six months ended June 30:
2025 2024
$ $
For the six months ended June 30
Short-term employee benefits 1,462 1,872
Post-employment benefits 47 44
Termination benefits - 140
Share-based payment expense 1,755 314
Total 3,264 2,370
Short-term employee benefits include salaries, health care and other non-cash
benefits. Post-employment benefits include 401K contributions from the Group.
Termination benefits include severance pay. Share-based payments are generally
subject to vesting terms over future periods. See Note 7. Share-based
Payments. As of June 30, 2025 and December 31, 2024, the payable due to the
key management employees was $796, and $1,509, respectively.
In addition, the Group incurred remuneration expense for non-executive
directors in the amounts of $370 and $245 for the six months ended June 30,
2025, and 2024, respectively. Also, the Group incurred $419 and $147 of
share-based compensation expense for such non-executive directors for the six
months ended June 30, 2025, and June 30, 2024, respectively.
During the six months ended June 30, 2025, and June 30, 2024, the Group
incurred $46, and $5, respectively, of expenses paid to related parties.
Convertible Notes Issued to Directors
During the year ended December 31, 2024, the Group dissolved an inactive
subsidiary, which held a convertible note issued to a related party. As a
result of the entity's dissolution, the convertible note's outstanding balance
on the day of dissolution was written down to $0. As of June 30, 2024, the
outstanding related party notes payable totaled $107, including principal
and interest.
Directors' and Senior Managers' Shareholdings and Share Incentive Awards
The Directors and senior managers hold beneficial interests in shares in the
following businesses as of June 30, 2025:
Business name (share class) Number of shares held as of June 30, 2025 Number of options held as of June 30, 2025 Number of RSUs held as of June 30, 2025 Ownership
interest¹
Directors:
Dr Robert Langer Entrega (Common) 250,000 82,500 - 4.29%
Dr Raju Kucherlapati Enlight (Class B Common) - 30,000 - 3.00%
Seaport Therapeutics (Preferred B) 21,052 - - 0.01%
Dr John LaMattina Vedanta Biosciences (Common) 25,000 15,000 - 0.25%
Seaport Therapeutics (Preferred B)(2) 21,052 - - 0.01%
Michele Holcomb Seaport Therapeutics (Preferred B) 21,052 - - 0.01%
Sharon Barber-Lui Seaport Therapeutics (Preferred B) 21,052 - - 0.01%
Senior Managers:
Eric Elenko Seaport Therapeutics (Common) 950,000 - - 0.64%
1 Ownership interests as of June 30, 2025 are calculated on a
diluted basis, including issued and outstanding shares, warrants and options
(and written commitments to issue options) but excluding unallocated shares
authorized to be issued pursuant to equity incentive plans and any shares
issuable upon conversion of outstanding convertible promissory notes.
2 Dr. John and Ms. Mary LaMattina hold 21,052 Series B preferred
shares of Seaport Therapeutics.
Directors and senior managers hold 10,521,135 ordinary shares and 4.4% voting
rights of the Group as of June 30, 2025. This amount excludes options to
purchase 2,293,286 ordinary shares. This amount also excludes 3,063,620
shares, which are issuable based on the terms of performance based RSU awards
granted to certain senior managers covering the financial years 2024 and 2023,
and 2,003,621 shares of time based RSUs to senior managers, which vest over 3
years. Such shares will be issued to such senior managers in future periods
provided that performance and/or service conditions are met, and certain of
the shares will be withheld for payment of customary withholding taxes. This
amount also excludes 346,010 shares, which were issuable to non-executive
directors immediately prior to the Group's 2025 Annual General Meeting of
Stockholders, and issued on July 1, 2025, based on the terms of the RSU awards
granted to non-executive directors in 2024.
During the year ended December 31, 2024, certain officers and directors
participated in the Tender Offer. See Note 10. Equity for details on the
program. Consequently, the Group repurchased a total of 767,533 ordinary
shares at 250 pence per ordinary share from these related parties.
Other
See Note 6. Investment in Notes from Associates for details on the notes
issued by Gelesis and Vedanta to the Group.
As of June 30, 2025, the Group has a receivable from Seaport in the amount of
$68.
18. Taxation
Tax benefit/(expense) is recognized based on management's best estimate of the
average annual effective income tax rate which is determined for each taxing
jurisdiction and applied individually to the interim period pre-tax
income/(loss) of each jurisdiction. Additionally, tax expense/(benefit) that
relates to discrete events and transactions is recognized in the interim
period in which the event or transactions occurs.
For the six months ended June 30, 2025 and 2024, the Group recorded an income
tax expense of $923 and an income tax benefit of $6,147, respectively,
representing effective tax rates of (2.1)% and 11.2%, respectively. The income
tax benefit recorded during the six months ended June 30, 2024 was primarily
due to the recognition of discrete income tax benefits related to the capital
loss from the Akili investment in the prior period, which was a non-recurring
event. Income tax expense recorded during the six months ended June 30, 2025
relates to the recognition of a reserve for an uncertain tax position.
On July 4, 2025, the United States enacted the reconciliation bill commonly
referred to as the One Big Beautiful Bill Act ("OBBBA"), which introduced
significant changes to U.S. tax law. Key provisions include the permanent
extension of certain elements of the Tax Cuts and Jobs Act, modifications to
the international tax framework, and the restoration of immediate expensing
for research and development expenditures. The legislation contains multiple
effective dates, with certain provisions taking effect in 2025 and others
phased in through 2027. Any effects of changes in tax laws are recognized in
the period of enactment. As the date of enactment is after June 30, 2025,
there is no financial impact as of and for the six months ended June 30, 2025.
Given the complexity and phased implementation of the OBBBA, the Group is
currently assessing the potential impacts of the legislation on its
Consolidated Financial Statements.
19. Subsequent Events
The Group has evaluated subsequent events after June 30, 2025, up to the date
of issuance, August 28, 2025, of the Condensed Consolidated Financial
Statements, and has not identified any recordable or disclosable events not
otherwise reported in these Condensed Consolidated Financial Statements or
notes thereto, except for the following.
In August 2025, the Group launched a new Founded Entity Celea Therapeutics to
advance deupirfenidone, a Phase 3-ready therapeutic candidate from the
Wholly-Owned Programs segment. The financial results of this program were
included in the Wholly-Owned Programs segment in the footnotes to the
Condensed Consolidated Financial Statements, as of June 30, 2025 and December
31, 2024, and for the six months ended June 30, 2025 and June 30, 2024,
respectively. Upon raising dilutive third-party financing, the financial
results of this entity will be included in the Controlled Founded Entities
segment to the extent that the Group maintains control over this entity.
In August 2025, Vedanta Biosciences, Inc. (Vedanta), one of the Group's
Founded Entities, was recapitalized through the completion of a Series A
preferred stock financing. As a result of the recapitalization, the Group's
existing investment in Vedanta's convertible preferred shares was converted
into shares of Vedanta common stock and Series A-2 preferred stock. In
addition, the secured convertible promissory note held by the Group from
Vedanta, in the principal amount of $5,000, was converted into shares of
Vedanta Series A-1 preferred stock. Through the Series A preferred stock
financing, the Group invested $888 and received 1,477,692 shares of Series A
preferred stock.
As part of these transactions, Vedanta amended and restated its Investor
Rights Agreement which reduced the number of directors the Group has the
ability to designate from four to one. The Group's ownership stake in Vedanta
has been diluted to 4.2% on a fully diluted basis.
Directors' responsibility statement
The Board of Directors approved this Half-yearly Financial Report on
August 28, 2025.
The Directors confirm that to the best of their knowledge the unaudited
condensed financial information has been prepared in accordance with IAS 34 as
contained in UK-adopted International Financial Reporting Standards (IFRS) and
that the interim management report includes a fair review of the information
required by DTR 4.2.7 and DTR 4.2.8.
Approved by the Board of Directors and signed on its behalf by:
Sharon Barber-Lui
Interim Chair of the Board of Directors
August 28, 2025
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR VDLFLEVLEBBBRecent news on Puretech Health
See all newsRCS - PureTech Health PLC - PRTC's Seaport Advances 2nd Candidate Into Clinic
AnnouncementREG - PureTech Health PLC - Holding(s) in Company
AnnouncementREG - PureTech Health PLC - Total Voting Rights
AnnouncementREG - PureTech Health PLC - Half-year Report
AnnouncementRCS - PureTech Health PLC - PureTech Showcases Differentiated IPF Strategy
Announcement